Chromavision Medical Systems, Inc.
Proposed Ticker:CVSN 33171 Paseo Cerveza
Exchange:NASDAQ-National Market San Juan Capitstrano, CA 92675
Industry:Manufacturing (SIC Code 3826) (888) 776-4276

Filing Information
Type of Shares:Common Shares Filing Date:4/30/97
U.S. Shares Filed:6,400,000 Filing Price:$5.00
Non-U.S. Shares Filed:0 Offering Amount: $32,000,000
Primary Shares:6,020,000 Expenses: -
Secondary Shares:380,000 Shares Out After:17,147,393
Spin out parent firm: Safeguard Scientifics, Inc.

Primary Underwriting Group
ManagerTierPhone
Robert W. Baird & CompanyLead Manager (414) 765-3632
Adams, Harkness & HillCo-manager (617) 371-3705

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Biddle & Reath LLP
Bank's Law Firm: Morgan, Lewis & Bockius
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/96 3/31/97
Revenue:$0.00$0.00$0.00Assets:$1.19
Net Income:-$4.41-$1.41-$0.38Curr Assets:
EPS:-$0.36-$0.11-$0.20Liabilities:$3.25
Prior EPS:-$1.92-$0.15Curr Liabilities:
Cash Flow/Oper:-$7.06Equity:-$2.06
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company has developed an automated intelligent microscope system that uses the company's proprietary imaging technologies for a wide variety of diagnostic and research applications. The company currently markets to research centers and intends to introduce to the healthcare market its system, the ChromaVision Digital Analyzer. The ChromaVision Digital Analyzer is designed to identify cells with specific characteristics within a sample of cells by detecting color produced by the reaction between common laboratory reagents and the cells. The ChromaVision Digital Analyzer uses proprietary imaging software and technology to capture digital images of cell samples and to detect the presence, count the number and measure the color intensity of cells containing a particular stain. The ChromaVision Digital Analyzer offers substantial flexibility because the software can be configured to identify different stains, thereby allowing the system to be adapted for use with different reagents to identify a broad range of target cellular conditions.

Use of Proceeds
The proceeds from the proposed offering will be used to repay outstanding debt, for the further development of the ChromaVision Digital Analyzer, including the financing of clinical trials and certain pre-marketing activities, for working capital, for general corporate purposes and for capital expenditures.

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