SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(AMENDMENT NO. __)*
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)
SEPTEMBER 10, 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 7 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).
NY2:\962445\02\KMML02!.DOC\99980.0025
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CUSIP No. 19652U104 13D Page 2 of 7 pages
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1 NAME OF REPORTING PERSON: HEI, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [__]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: MINNESOTA
------------------- ------ ------------------------------------------------ -------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER: 200
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER: 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER: 1,214,500
REPORTING
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PERSON WITH 10 SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,214,500
------------ ----------------------------------------------------------------------------------------------------- ----------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_]
------------ ----------------------------------------------------------------------------------------------------- ----------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 9.9%
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14 TYPE OF REPORTING PERSON: CO
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ITEM 1. SECURITY AND ISSUER
This schedule relates to the common stock, no par value, of Colorado
MEDtech, Inc., a Colorado corporation ("Colorado MEDtech"). The address of the
principal executive office of Colorado MEDtech is 6175 Longbow Drive, Boulder,
CO 80301.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(f) This Schedule 13D is being filed by HEI, Inc., a Minnesota
corporation ("HEI"), pursuant to Rule 13d-1(a) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). HEI's business address is P.O. 5000,
1495 Steiger Lake Lane, Victoria, MN 55386. HEI is engaged in the business of
designing and manufacturing ultraminiature microelectronic devices and high
technology products incorporating these devices.
The executive officers and directors of HEI are Anthony J. Fant
(Chairman and Chief Executive Officer), Edwin W. Finch, III (Director), David W.
Ortlieb (Director), Steve E. Tondera, Jr. (Director, Vice President, Chief
Financial Officer, Secretary and Treasurer), Mack V. Traynor, III (Director),
Donald R. Reynolds (President and Chief Operating Officer), Tom Goodnow (Vice
President of Sales and Marketing) and Stephen K. Petersen (Vice President of
Manufacturing).
Anthony J. Fant has his principal business address at P.O. 5000, 1495
Steiger Lake Lane, Victoria, MN 55386. Mr. Fant's principal occupation is as
Chairman and Chief Executive Officer of HEI, and President and Managing Member
of Fant Industries, LLC, an umbrella company which from 1986 to the present
acquired, built, managed, and sold a number of television and radio stations and
various FCC construction permits for such stations. Additionally, among other
things, Fant Industries or its affiliates own and operate agricultural
operations in Alabama, Louisiana and Texas. Mr. Fant is a citizen of the United
States.
Edwin W. Finch, III has his principal business address at 600 20th
Street, North Suite 350 Birmingham, Alabama 35203. Mr. Finch's principal
occupation is as President of FHL Capital Corporation, an investment banking and
business valuation firm specializing in mergers and acquisitions. Mr. Finch is a
citizen of the United States.
David W. Ortlieb has his principal business address at 2465 Cascades
Drive Free Union, Virginia 22940. Mr. Ortieb's principal occupation is as an
Independent Management Consultant. Mr. Ortlieb is a citizen of the United
States.
Steve E. Tondera, Jr. has his principal business address at P.O.
5000, 1495 Steiger Lake Lane, Victoria, MN 55386. Mr. Tondera's principal
occupation is as Director, Vice President, Chief Financial Officer, Secretary
and Treasurer of HEI. Mr. Tondera is a citizen of the United States.
Mack V. Traynor, III has his principal business address at 4165
Shoreline Drive, Spring Park, MN 55384. Mr. Traynor's principal occupation is as
President of Manitou Investments. Mr. Traynor is a citizen of the United States.
Donald R. Reynolds has his principal business address at P.O. 5000,
1495 Steiger Lake Lane, Victoria, MN 55386. Mr. Reynolds's principal occupation
is as President and Chief Operating Officer of HEI. Mr. Reynolds is a citizen of
the United States.
Tom Goodnow has his principal business address at P.O. 5000, 1495
Steiger Lake Lane, Victoria, MN 55386. Mr. Goodnow's principal occupation is as
Vice President of Sales and Marketing of HEI. Mr. Goodnow is a citizen of the
United States.
Stephen K. Petersen has his principal business address at P.O. 5000,
1495 Steiger Lake Lane, Victoria, MN 55386. Mr. Petersen's principal occupation
is as Vice President of Manufacturing of HEI. Mr. Petersen is a citizen of the
United States.
3
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HEI, and to the best knowledge of HEI, the executive officers and
directors of HEI, have not, during the last five years, been convicted in a
criminal proceeding and have not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
as a result of which HEI, and to the best knowledge of HEI, the executive
officers or directors of HEI, were or are subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to a Letter Agreement, dated September 10, 2000, between Mr.
Fant and HEI, (the "Letter Agreement"), Mr. Fant agreed to sell to HEI and HEI
agreed to purchase from Mr. Fant 1,214,300 shares (the "CM Shares") of common
stock, no par value, of Colorado MEDtech owned by Mr. Fant, which constitutes
all of the shares of common stock of Colorado MEDtech held by him, for an
aggregate purchase price of $8,330,775.26, which represents the weighted average
price paid by Mr. Fant for the CM Shares. The purchase price for the CM Shares
is payable by (a) delivery of 235,000 shares of common stock, $.05 par value per
share, of HEI (the "HEI Shares") and (b) the assumption by HEI of $3,072,650.26
of indebtedness of Mr. Fant, which indebtedness was incurred by Mr. Fant in
connection with the acquisition of the CM Shares. In addition, HEI will
reimburse Mr. Fant for all of Mr. Fant's costs and expenses reasonably related
to Mr. Fant's acquisition of the CM Shares prior to August 10, 2000.
HEI also purchased 200 shares of Colorado MEDtech common stock on the
open market on September 8, 2000 with working capital.
ITEM 4. PURPOSE OF TRANSACTION
HEI has announced in a press release dated September 11, 2000 that it
has made a proposal to Colorado MEDtech that HEI acquire Colorado MEDtech in an
exchange offer whereby a newly-formed subsidiary of HEI would offer to acquire
all of the outstanding capital stock of Colorado MEDtech, and subsequently merge
with Colorado MEDtech. Pursuant to the proposal, Colorado MEDtech shareholders
would tender each of their shares for a number of shares of common stock of HEI
having a value of $12.00, provided that no more than an aggregate of 8.5 million
HEI shares to be issued in the exchange offer and merger.
The proposal is subject to certain conditions, including but not
limited to redemption of Colorado MEDtech's "poison pill," satisfaction of a
minimum tender condition and approval of this transaction by the Colorado
MEDtech Board of Directors. The transaction would also be subject to receipt of
the necessary approvals of HEI shareholders for the issuance of HEI shares in
the exchange offer and merger. The complete details of HEI's exchange offer will
be set forth in a filing to be made with the Securities and Exchange Commission.
HEI announced that it has filed a complaint in the United States
District Court for the District of Colorado against Colorado MEDtech and
Colorado MEDtech's directors. The complaint alleges that certain provisions of
Colorado MEDtech's bylaws and "poison pill" illegally limit shareholders'
statutory right to hold a special meeting to elect directors. HEI intends to
demand a special meeting of shareholders to replace Colorado MEDtech's
directors. The complaint seeks a declaration that such bylaw provisions are
invalid, void and of no effect, as well as preliminary and permanent injunctive
relief barring their enforcement. The complaint also seeks a declaration that
the poison pill is invalid, void and of no effect to the extent that it denies
shareholders their statutorily guaranteed right under Colorado law to call a
special meeting to elect directors, and preliminary and permanent injunctive
relief barring application of the poison pill.
Subject to applicable laws restricting the ability of a person to
acquire securities after the announcement of an exchange offer, HEI specifically
reserves the right to continue to acquire securities of Colorado MEDtech from
time to time in the open market or otherwise and to sell any securities of
Colorado MEDtech at any time and from time to time in the open market or
otherwise. In addition, subject to applicable laws, HEI specifically reserves
4
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the right as a shareholder of Colorado MEDtech to communicate directly or
through intermediaries, with Colorado MEDtech's management and security holders
and other interested parties relating to the business and affairs of Colorado
MEDtech. No agreements, arrangements or understandings exist between HEI and
third persons with respect to the foregoing.
Except as set forth in this Item 4, HEI has no plans or proposals
that relate to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) HEI is the beneficial owner of 1,214,500 shares of Colorado MEDtech common
stock, or approximately 9.9% of Colorado MEDtech common stock based on a total
of 12,263,423 shares of Colorado MEDtech common stock stated to be outstanding
as of April 30, 2000 by Colorado MEDtech in its Quarterly Report on Form 10-Q,
which was filed with the Securities and Exchange Commission on May 15, 2000.
(b) Upon consummation of the transactions under the Letter Agreement, HEI will
have the sole power to vote or direct the vote and dispose or direct the
disposition of 1,214,500 shares of Colorado MEDtech common stock described
herein.
(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. All such transactions were effected in the
open market on the Nasdaq National Market, except as otherwise noted in Schedule
A.
(d) See Item 6.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to the Letter Agreement, Mr. Fant and HEI have agreed that
if, at any time after the date of the Letter Agreement and prior to the earlier
of (a) the consummation of a transaction whereby HEI directly or indirectly
gains control of Colorado MEDtech, or (b) the date that is 18 months from
September 10, 2000, HEI transfers any or all of the CM Shares to any person,
other than an affiliate of HEI, at a price in excess of the purchase price, HEI
will pay to Mr. Fant an amount equal to 50% of the aggregate proceeds received
by HEI in such transfer in excess of the purchase price, not to exceed
$2,446,137. A copy of the Letter Agreement is attached hereto as Exhibit 1, and
incorporated herein by reference.
Except as specified above, the Reporting Person does not have any
contract, arrangement, understanding or relationship with any other person with
respect to any security of Colorado MEDtech.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
1 Letter Agreement, between HEI, Inc. and Anthony J. Fant, dated
September 10, 2000
2 Letter, dated September 11, 2000, from HEI, Inc. to Colorado
MEDtech, Inc.
3 Press Release, dated September 11, 2000
4 Press Release, dated September 11, 2000
5 Press Release, dated September 12, 2000
6 Letter, dated September 12, 2000, from HEI, Inc. to Colorado
MEDtech, Inc.
7 Letter, dated September 13, 2000, from HEI, Inc. to Colorado
MEDtech, Inc.
5
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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: September 22, 2000
HEI, INC.
By: /s/ Donald R. Reynolds
-----------------------------------
Name: Donald R. Reynolds
Title: President and
Chief Operating Officer
6
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SCHEDULE A
Schedule of Transactions in the Shares
Name Date Purchased No. of Shares Price Per Share
---- -------------- ------------- ---------------
HEI, Inc. 9/8/00 100 $9.2375
HEI, Inc. 9/8/00 100 $8.875
HEI, Inc.(1) 9/10/00 1,214,300 $6.86
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(1) Private purchase from Anthony J. Fant.
7
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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1 Letter Agreement, between HEI, Inc. and Anthony J. Fant, dated
September 10, 2000
2 Letter, dated September 11, 2000, from HEI, Inc. to Colorado
MEDtech, Inc.
3 Press Release, dated September 11, 2000
4 Press Release, dated September 11, 2000
5 Press Release, dated September 12, 2000
6 Letter, dated September 12, 2000, from HEI, Inc. to Colorado
MEDtech, Inc.
7 Letter, dated September 13, 2000, from HEI, Inc. to Colorado
MEDtech, Inc.
