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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)*
COLORADO MEDTECH, INC.
----------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
Title of Class of Securities
19652U 10 4
------------
(CUSIP Number)
Jill L. Force, Senior Vice President and General Counsel, Vencor, Inc.,
3300 Providian Center, 400 West Market Street, Louisville, Kentucky 40202
(502) 596-7300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 27, 1997
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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 SCHEDULE 13D Page 2 of 13 Pages
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1. NAMES OF REPORTING PERSONS Vencor, Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
61-1055020
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
Not applicable
(a)
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(b) X
-----
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
Not applicable.
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY (7) SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 3,560,000*
WITH
(8) SHARED VOTING POWER
*Includes 60,000 shares which may be -0-
acquired pursuant to warrants exercisable
at May 27, 1997 or within 60 days thereafter. (9) SOLE DISPOSITIVE POWER
3,560,000*
(10) SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,560,000
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
Not applicable
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.9%
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14. TYPE OF REPORTING PERSON (See instructions)
CO
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CUSIP No. 19652U 10 4 SCHEDULE 13D Page 3 of 13 Pages
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1. NAMES OF REPORTING PERSONS Vencor Investments, Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
61-1237018
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
Not applicable
(a)
----
(b) X
----
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
Not applicable.
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY (7) SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 3,500,000
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
3,500,000
(10) SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,500,000
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
Not applicable
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.5%
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14. TYPE OF REPORTING PERSON (See instructions)
CO
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CUSIP No. 19652U 10 4 Page 4 of 13 Pages
AMENDMENT NO. 3
TO
SCHEDULE 13D
OF VENCOR, INC.
This Amendment No. 3 amends and supplements the Statement on Schedule 13D,
dated December 3, 1993, Amendment No. 1 to Schedule 13D, dated May 13, 1994, and
Amendment No. 2 to Schedule 13D, dated July 11, 1994, filed by Vencor, Inc.
("Vencor") with respect to the common stock, no par value, of Colorado MEDtech,
Inc. Such Schedule 13D is hereby amended to add or replace information as
specified below to the items indicated.
ITEM 1. SECURITY AND ISSUER.
--------------------
This Schedule 13D relates to shares of common stock, no par value per share
(the "Common Stock"), of Colorado MEDtech, Inc. ("Issuer"). The principal
executive offices of the Issuer are located at 6175 Longbow Drive, Boulder,
Colorado 80301.
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
(a) This Amendment No. 3 to Schedule 13D is being filed by Vencor, Inc., a
Delaware corporation ("Vencor") and Vencor Investments, Inc., a Delaware
corporation ("VII") (collectively, the "Reporting Persons"). VII is a wholly
owned subsidiary of Vencor.
(b) The address of the principal business and the principal office of each
of Vencor and VII is 3300 Providian Center, 400 West Market Street, Louisville,
Kentucky 40202. Vencor's principal business is the operation of long-term
hospitals, nursing homes and other healthcare related services. VII's principal
business is investments in healthcare related businesses.
(c) The name, business address, principal occupation or employment of each
director and executive officer of Vencor is set forth in the table below.
OFFICE AND
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
---- -------------------- ----------------
W. Bruce Lunsford Chairman of the Board, 3300 Providian Center
President and Chief 400 West Market Street
Executive Officer of Louisville, KY 40202
Vencor
W. Earl Reed, III Director, Chief 3300 Providian Center
Financial Officer, and 400 West Market Street
Executive Vice President Louisville, KY 40202
of Vencor
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CUSIP No. 19652U 10 4 Page 5 of 13 Pages
Michael R. Barr Director, Chief 3300 Providian Center
Operating Officer, and 400 West Market Street
Executive Vice President Louisville, KY 40202
of Vencor
Thomas T. Ladt Executive Vice President 3300 Providian Center
of Operations of Vencor 400 West Market Street
Louisville, KY 40202
Jill L. Force Senior Vice President 3300 Providian Center
and General Counsel of 400 West Market Street
Vencor Louisville, KY 40202
James H. Gillenwater, Jr. Senior Vice President of 3300 Providian Center
Planning and Development 400 West Market Street
of Vencor Louisville, KY 40202
Richard A. Lechleiter Vice President of 3300 Providian Center
Finance and Corporate 400 West Market Street
Controller of Vencor Louisville, KY 40202
Walter F. Beran Chairman of Pacific 515 South Flower Street
Alliance Group, a merger Los Angeles, CA 90071
and acquisition services
firm; Director of Vencor
Ulysses L. Bridgeman, Jr. President of Bridgeman 12910 Shelbyville Road
Foods, Inc., a franchisee Suite 104
of Wendy's Old Fashioned Louisville, KY 40243
Hamburger Restaurants;
Director of Vencor
Elaine L. Chao Distinguished Fellow of 214 Massachusetts Ave.,
The Heritage Foundation; NE
Director of Vencor Washington, DC
20002-4999
Donna R. Ecton Chief Operating Officer 10000 North 31st Avenue
of PETsMART, Inc., a pet Suite C100
supplies retailer; Phoenix, AZ 85051
Director of Vencor
Greg D. Hudson President of Hudson Highway 41A North
Chevrolet- Providence, KY 42450
Oldsmobile, Inc.;
Director of Vencor
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CUSIP No. 19652U 10 4 Page 6 of 13 Pages
William H. Lomicka President of Mayfair 2510 Providian Center
Capital, Inc., a private 400 West Market Street
investment firm; Louisville, KY 40202
Director of Vencor
R. Gene Smith Chairman of the Board of 3600 National City Tower
Taco Tico, Inc., an 101 South Fifth Street
operator of Mexican Louisville, KY 40202
fast-food restaurants;
President of New Jersey
Blockbuster, Ltd.,
holder of Blockbuster
Video franchises from
1987 through 1995;
Managing General Partner
of Direct Programming
Services, a provider of
direct broadcast
satellite television
services since 1993;
Director and Vice
Chairman of Vencor
The name, business address, principal occupation or employment of each
director and executive officer of VII is set forth in the table below.
OFFICE AND
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
---- --------------------- ----------------
Michael R. Barr Director, Chief Operating 3300 Providian Center
Officer, and Executive 400 West Market Street
Vice President of VII. Mr. Louisville, KY 40202
Barr's principal
occupation is Chief
Operating Officer and
Executive Vice President
of Vencor
Thomas T. Ladt Executive Vice President 3300 Providian Center
of Operations of VII. Mr. 400 West Market Street
Ladt's principal Louisville, KY 40202
occupation is Executive
Vice President of
Operations of Vencor
Jill L. Force Senior Vice President and 3300 Providian Center
General Counsel of VII. 400 West Market Street
Ms. Force's principal Louisville, KY 40202
occupation is Senior Vice
President and General
Counsel of Vencor
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CUSIP No. 19652U 10 4 Page 7 of 13 Pages
James H. Gillenwater, Jr. Senior Vice President of 3300 Providian Center
Planning and Development 400 West Market Street
of VII. Mr. Gillenwater's Louisville, KY 40202
principal occupation is
Senior Vice President,
Planning and Development
of Vencor
Richard A. Lechleiter Vice President of Finance 3300 Providian Center
and Corporate Controller 400 West Market Street
of VII. Mr. Lechleiter's Louisville, KY 40202
principal occupation is
Vice President of Finance
and Corporate Controller
of Vencor
W. Bruce Lunsford Chairman of the Board, 3300 Providian Center
President and Chief 400 West Market Street
Executive Officer of VII. Louisville, KY 40202
Mr. Lunsford's principal
occupation is Chairman of
the Board, President and
Chief Executive Officer of
Vencor
W. Earl Reed, III Director, Chief Financial 3300 Providian Center
Officer and Executive Vice 400 West Market Street
President of VII. Mr. Louisville, KY 40202
Reed's principal
occupation is Director,
Chief Financial Officer
and Executive Vice
President of Vencor
(d) Each of the above listed directors and executive officers of Vencor and
VII is a United States citizen.
(e) Neither Vencor, VII nor any of their respective directors or executive
officers have, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor are any
of them 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.
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CUSIP No. 19652U 10 4 Page 8 of 13 Pages
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
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On May 27, 1997, VII exercised a warrant to purchase 1,000,000 shares of the
Common Stock at $1.875 per share and a warrant to purchase 1,000,000 shares of
Common Stock for $2.625 per share, (collectively, the "Warrants"). VII used
working capital to purchase these 2,000,000 shares of Common Stock for a total
consideration of $4,500,000. Prior to the exercise of the Warrants, VII held
1,500,000 shares of Common Stock in its own name. VII is a wholly owned
subsidiary of Vencor.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
The Reporting Persons' acquisition of the Common Stock (as described in Item
3 above), is for investment purposes only.
Except with respect to the representation of Vencor on the Issuer's Board of
Directors (as described in Item 6), or the possible exercise by Vencor of the
Director Warrants (as discussed in Item 5), the Reporting Persons have no plans
or proposals which relate to or would result in (a) the acquisition or
disposition by any person of any securities of the Issuer; (b) any extraordinary
corporate transaction involving the Issuer or any of its subsidiaries; (c) any
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material changes in the Issuer's business or corporate structure; (g)
changes in the Issuer's Articles of Incorporation, By-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing any class of the securities of
the Issuer to be delisted from any national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system on a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
VII may be deemed to be the beneficial owner of 3,500,000 shares of Common
Stock owned by it or approximately 38.5% of the shares of Common Stock
outstanding (the "VII Shares"). VII has the sole power to vote or direct the
vote of, and the sole power to dispose or direct the disposition of, the VII
shares. Vencor, as the sole stockholder of VII, may be deemed, for purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, to beneficially own the
VII Shares. In addition, Vencor owns
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CUSIP No. 19652U 10 4 Page 9 of 13 Pages
60,000 shares of Common Stock which may be issued to Vencor pursuant to the
"Director Warrants" described below. Vencor would have the sole power to vote or
direct the vote of, and the sole power to dispose or direct the disposition of,
the 60,000 shares subject to the Director Warrants. The resulting 3,560,000
shares of Common Stock beneficially owned by Vencor represents approximately
38.9% of the Issuer's outstanding Common Stock. Except for the acquisition of
2,000,000 shares of Common Stock through the exercise of the Warrants, the
Reporting Persons have not effected any other transactions in the Issuer's
Common Stock within the past 60 days.
Michael R. Barr, Director and Chief Operating Officer of the Reporting
Persons, serves as a director of the Issuer. In his capacity as a non-employee
director of the Issuer, the Issuer granted Mr. Barr two warrants to acquire an
aggregate of 30,000 shares of the Issuer's Common Stock in June 1993 and two
warrants to acquire an aggregate of 30,000 shares of Common Stock in June 1995
(collectively, the "Director Warrants"). The Director Warrants are presently
exercisable or are exercisable within the next 60 days. Because Mr. Barr serves
as Vencor's representative on the Issuer's Board of Directors, any economic
benefit derived by Mr. Barr from the ownership of the Director Warrants will
belong to Vencor.
The Reporting Persons, in the aggregate, may be deemed to beneficially own
3,560,000 shares of Common Stock, or approximately 38.9% of the shares of Common
Stock outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
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TO SECURITIES OF THE ISSUER.
- ----------------------------
In connection with the execution of a Product Development Agreement, Vencor
and the Issuer executed a Standstill Agreement on June 30, 1994. The executed
Standstill Agreement was delivered by the parties on July 11, 1994. Subject to
certain exceptions, the Standstill Agreement provides that Vencor will not
increase its ownership of Issuer's Common Stock to more than 40% of the
outstanding class without the consent of the Issuer. The exercise of the
Warrants did not cause Vencor to surpass the 40% threshold. Vencor presently has
one representative on the Issuer's Board of Directors. Pursuant to the
Standstill Agreement, the Issuer is required to propose the election of an
additional representative of Vencor to its Board of Directors. In addition, for
so long as Vencor owns 1,500,000 shares of the Issuer's Common Stock, the Issuer
is required to propose the election of two Vencor representatives to its Board
of Directors, and use its best efforts to cause the election of such
representatives, at each regularly scheduled election of directors. Vencor has
waived its right to a second board seat for the 1995, 1996 and 1997 fiscal
years. Vencor has not waived its rights with respect to future years. Pursuant
to the Product Development Agreement, the Issuer has agreed to expend $800,000
to develop products that Vencor deems desirable. Except with respect to the
Standstill Agreement, Director Warrants and the Product Development Agreement,
there are no contracts, arrangements, understandings or relationships between
Vencor and any other person with respect to any securities of the Issuer.
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CUSIP No. 19652U 10 4 SCHEDULE 13D Page 10 of 13 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit No. Description Page No.
- ----------- ----------- --------
Exhibit 1 Joint Filing Agreement 13
Exhibit 2 Standstill Agreement dated June Previously filed
30, 1994 between Vencor, Inc. with Amendment
and Colorado MEDtech, Inc. No. 2 to Schedule
13D, dated July
11, 1994.
Exhibit 3 Product Development Agreement Previously filed
dated June 30, 1994 between with Amendment
Vencor, Inc. and Colorado No. 2 to Schedule
MEDtech, Inc. 13D, dated July
11, 1994.
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CUSIP No. 19652U 10 4 SCHEDULE 13D Page 11 of 13 Pages
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: June 2, 1997
VENCOR, INC.
By: /s/ W. Bruce Lunsford
-------------------------------------
W. Bruce Lunsford, Chairman of the Board,
President and Chief Executive Officer
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: June 2, 1997
VENCOR INVESTMENTS, INC.
By: /s/ W. Bruce Lunsford
-------------------------------------
W. Bruce Lunsford, Chairman of the Board,
President and Chief Executive Officer
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CUSIP No. 19652U 10 4 SCHEDULE 13D Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
Exhibit 1 Joint Filing Agreement 13
Exhibit 2 Standstill Agreement dated June Previously filed
30, 1994 between Vencor, Inc. with Amendment
and Colorado MEDtech, Inc. No. 2 to Schedule
13D, dated July
11, 1994.
Exhibit 3 Product Development Agreement Previously filed
dated June 30, 1994 between with Amendment
Vencor, Inc. and Colorado No. 2 to Schedule
MEDtech, Inc. 13D, dated July
11, 1994.
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CUSIP No. 19652U 10 4 SCHEDULE 13D Page 13 of 13 Pages
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f), under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing on
behalf of each of them of a Statement on Schedule 13D (including the amendments
thereto) with respect to the common stock, no par value per share of Colorado
MEDtech, Inc., a Colorado corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as
contemplated by Section 13d-1(f)(1)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate. This Joint Filing Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto execute this Joint Filing
Agreement as of the 27th day of May, 1997.
VENCOR, INC.
/s/ W. Bruce Lunsford
-----------------------------------
W. Bruce Lunsford, Chairman of the Board,
President and Chief Executive Officer
VENCOR INVESTMENTS, INC.
/s/ W. Bruce Lunsford
-------------------------------------
W. Bruce Lunsford, Chairman of the Board,
President and Chief Executive Officer
