COLORADO MEDTECH INC
8-K, 1998-09-30
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K
              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES ACT OF 1934


                     DATE OF REPORT: SEPTEMBER 30, 1998

                           COLORADO MEDTECH, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Colorado                       000-12471                 84-0731006
- ----------------------------        ----------------         ------------------
(State or other jurisdiction        (Commission File           I.R.S. Employer
    of incorporation)                    Number)             Identification No.)

                              6175 Longbow Drive
                            Boulder, Colorado 80301
          -------------------------------------------------------------
          (Address, including zip code, of principal executive offices)


                                (303) 530-2660
                       -------------------------------
                       (Registrant's telephone number,
                              including area code)

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ITEM 5. OTHER EVENTS.

  Colorado MEDtech, Inc. (the "Company") issued a press release regarding the 
filing of a Form S-3 Registration Statement on September 29, 1998.  The text 
of the press release is attached hereto as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.

(c)  EXHIBITS.

     NO.      DESCRIPTION

     99.1     Press release dated September 30, 1998



                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

     DATED, this 30th day of September, 1998.


                                       COLORADO MEDTECH, INC.

                                       By: /s/ John V. Atanasoff
                                          --------------------------------
                                               John V. Atanasoff, II
                                               Chief Executive Officer

                                       2

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                                                                Exhibit 99.1


FOR IMMEDIATE RELEASE:                                          NEWS
September 30, 1998                                              NASDAQ-CMED


               COLORADO MEDTECH, INC. ANNOUNCES REGISTRATION OF
                         COMMON SHARES BY SHAREHOLDER


Boulder, Colorado--Colorado MEDtech, Inc. (NASDAQ:CMED) today announced the 
filing of a registration statement for the sale of common shares of CMED by 
Vencor, Inc. Vencor, CMED's largest shareholder, with approximately 3.5 
million shares, intends to offer for sale its shares, with the cooperation of 
CMED, to institutional investors in privately negotiated transactions.

As part of the sale, institutional buyers have expressed an interest to 
purchase approximately 2.5 to 3.5 million shares of Vencor's holdings, 
subject to certain conditions. "As has been previously announced, Vencor has 
been focusing on its core business and liquidating certain non-strategic 
assets. We view this transaction as an opportunity to assist Vencor in 
raising capital by selling its shares in a controlled, private environment to 
value-oriented institutional investors," said John V. Atanasoff, President 
and Chief Executive Officer of CMED. "The investors with whom we are working 
understand the value in CMED's shares. We see the diversification of CMED's
shareholder base as a benefit to all our shareholders," added Atanasoff.

CMED has indicated it may offer to repurchase up to 1.0 million shares of 
Vencor's holdings. "As we have previously announced, we believe CMED's shares 
represent an excellent value and a good use of our resources," said 
Atanasoff. "This gives us the opportunity to repurchase the shares we desire 
in a single transaction."

It is anticipated that CMED and Vencor will continue to work closely together 
to explore business opportunities that are beneficial to both organizations. 
"Vencor has been and continues to be a key supporter and customer of CMED 
through the various program initiatives we have in process," said W. Bruce 
Lunsford, Chairman and Chief Executive Officer of Vencor.

<PAGE>

Colorado MEDtech, Inc. is a leading full-service provider of advanced medical 
products and comprehensive outsourcing services.

The statements contained in this press release which are not historical facts 
are forward-looking statements that are subject to risks and uncertainties 
that could cause actual results to differ materially from those set forth in 
or implied by forward-looking statements including, but not limited to the 
possibility that Vencor may sell none of the shares registered, the risk that 
institutional buyers or CMED may fail to purchase any registered shares, and 
the risk that Vencor may not continue program initiatives with CMED due to 
economic or other factors.

                                      ###
                                   CONTACTS:

Colorado MEDtech, Inc.                           
John V. Atanasoff, President and CEO             Telephone: (303) 530-2660
Bruce L. Arfmann, CFO                            Fax: (303) 581-1010
Website: www.cmed.com                            E-mail:[email protected]



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