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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-101)
(Amendment No. 2)*
Colorado MEDtech, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
19652U 10 4
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(CUSIP Number)
Michael A. King, Esq.
Weil, Gotshal & Manges LLP
767 5th Avenue
New York, New York 10153
(212) 310-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No.19652U 10 4 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS: HEI, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS:
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) []
(b) []
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC, OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) []
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF Minnesota
ORGANIZATION:
________________________________________________________________________________
7 SOLE VOTING POWER: 200
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER: 0
BENEFICIALLY
OWNED BY _________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER: 200
REPORTING
_________________________________________________________________
PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON:
200
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES:
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: less than
one percent
________________________________________________________________________________
14 TYPE OF REPORTING PERSON: CO
________________________________________________________________________________
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ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended as follows:
HEI and Anthony Fant, Chairman and Chief Executive Officer of HEI,
announced on October 26, 2000 that they have rescinded their agreement by which
Mr. Fant sold to HEI 1,214,300 shares of common stock of Colorado MEDtech, Inc.,
in exchange for 235,000 shares of common stock of HEI and the assumption by HEI
of $3,072,650.26 of indebtedness. The agreement between the parties was unwound
pursuant to an agreement dated October 25, 2000 (the "Agreement"). There will be
no accounting affect to HEI as a result of the transaction. The press release
and the Agreement are filed as Exhibits 1 and 2, respectively.
HEI continues to own 200 shares of Colorado MEDtech common stock. HEI has
not determined whether to sell these shares or to continue to hold them.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby replaced in its entirety with the following:
(a) HEI is the beneficial owner of 200 shares of Colorado MEDtech common
stock, or approximately less than one percent of Colorado MEDtech common stock
based on a total of 12,307,535 shares of Colorado MEDtech common stock stated to
be outstanding as of August 31, 2000 by Colorado MEDtech in its Annual Report on
Form 10-K, which was filed with the Securities and Exchange Commission on
September 28, 2000.
(b) HEI has the sole power to vote or direct the vote and to dispose and direct
the disposition of 200 shares of Colorado MEDtech.
(c) Transactions in the shares of Colorado MEDtech common stock effected by HEI
during the past sixty (60) days are described in Schedule A attached hereto and
incorporated herein by reference.
(d) Not applicable.
(e) October 25, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT DESCRIPTION
NO.
1 Press Release, dated October 26, 2000.
2 Agreement, dated October 25, 2000, between HEI, Inc. and
Anthony J. Fant.
3
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 7, 2000
HEI, INC.
By: /s/ Donald R. Reynolds
------------------------
Name: Donald R. Reynolds
Title: President and Chief Operating Officer
4
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SCHEDULE A
Schedule of Transactions in the Shares
<TABLE>
<CAPTION>
Name Date Sold No. of Shares Price Per Share
<S> <C> <C> <C>
HEI, Inc. 10/25/00 1,214,300 $6.86
</TABLE>
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