<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
Aegon Center, 400 West Market Street, Louisville, Kentucky 40202 (502) 596-7300
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 30, 1998
- --------------------------------------------------------------------------------
(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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) 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 15 Pages
1. NAMES OF REPORTING PERSONS Vencor, Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
61-1323993
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
Not applicable
(a)
-----
(b) X
-----
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not applicable.
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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 April 30, 1998 or (9) SOLE DISPOSITIVE POWER
within 60 days thereafter. 3,560,000*
(10) SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,560,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
Not applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.3%
14. TYPE OF REPORTING PERSON (See instructions)
CO
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CUSIP No. 19652U 10 4 SCHEDULE 13D Page 3 of 15 Pages
1. NAMES OF REPORTING PERSONS Vencor Operating, Inc.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
52-2085484
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
Not applicable
(a)
-----
(b) X
-----
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
Not applicable.
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY (7) SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON 3,560,000*
WITH
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
*Includes 60,000 shares which may be 3,560,000*
acquired pursuant to warrants exercisable
at April 30, 1998 or within 60 days thereafter.
(10) SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 3,560,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
Not applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.3%
14. TYPE OF REPORTING PERSON (See instructions)
CO
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CUSIP No. 19652U 10 4 Page 4 of 15 Pages
SCHEDULE 13D
OF VENCOR, INC.
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 Schedule 13D is being filed by Vencor, Inc., a Delaware
corporation ("Vencor") and Vencor Operating, Inc., a Delaware corporation
("Vencor Operating") (collectively, the "Reporting Persons"). Vencor Operating
is a wholly owned subsidiary of Vencor.
(b) The address of the principal business and the principal office of
each of Vencor and Vencor Operating is 3300 Aegon Center, 400 West Market
Street, Louisville, Kentucky 40202. The principal business of Vencor and Vencor
Operating is the operation of long-term hospitals, nursing centers and other
healthcare related services.
(c) The name, business address, principal occupation or employment of
each director and executive officer of Vencor is set forth in the table below.
<TABLE>
<CAPTION>
OFFICE AND
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
---- -------------------- ----------------
<S> <C> <C>
W. Bruce Lunsford Chairman of the Board, 3300 Aegon Center
President and Chief 400 West Market Street
Executive Officer of Vencor Louisville, KY 40202
W. Earl Reed, III Director, Chief Financial 3300 Aegon Center
Officer, and Executive Vice 400 West Market Street
President of Vencor Louisville, KY 40202
</TABLE>
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CUSIP No. 19652U 10 4 Page 5 of 15 Pages
<TABLE>
<S> <C> <C>
Michael R. Barr Director, Chief Operating 3300 Aegon Center
Officer, and Executive Vice 400 West Market Street
President of Vencor Louisville, KY 40202
Jill L. Force Senior Vice President and 3300 Aegon Center
General Counsel of Vencor 400 West Market Street
Louisville, KY 40202
James H. Gillenwater, Senior Vice President, 3300 Aegon Center
Jr. Planning and Development 400 West Market Street
of Vencor Louisville, KY 40202
Richard A. Lechleiter Vice President of Finance 3300 Aegon Center
and Corporate Controller 400 West Market Street
of Vencor Louisville, KY 40202
Ulysses L. Bridgeman, President of Bridgeman 12910 Shelbyville Road
Jr. 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., NE
The Heritage Foundation; Washington, DC 20002-4999
Director of Vencor
Donna R. Ecton Chief Operating Officer of 10000 North 31st Avenue
PETsMART, Inc., a pet Suite C100
supplies retailer; Director Phoenix, AZ 85051
of Vencor
</TABLE>
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CUSIP No. 19652U 10 4 Page 6 of 15 Pages
<TABLE>
<S> <C> <C>
William H. Lomicka President of Mayfair 2510 Aegon Center
Capital, Inc., a private 400 West Market Street
investment firm; Director Louisville, KY 40202
of Vencor
R. Gene Smith Chairman of the Board of 3600 National City Tower
Taco Tico, Inc., an operator 101 South Fifth Street
of Mexican fast-food Louisville, KY 40202
restaurants; Managing
General Partner of Direct
Programming Services, a
marketer of direct broadcast
satellite television services
since 1993; Director and Vice
Chairman of Vencor
</TABLE>
The name, business address, principal occupation or employment of each
director and executive officer of Vencor Operating is set forth in the table
below.
<TABLE>
<CAPTION>
OFFICE AND
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
---- -------------------- ----------------
<S> <C> <C>
Michael R. Barr Director, Chief Operating 3300 Aegon Center
Officer, and Executive Vice 400 West Market Street
President of Vencor Operating. Louisville, KY 40202
Mr. Barr's principal
occupation is Chief Operating
Officer and Executive Vice
President of Vencor
Jill L. Force Senior Vice President and 3300 Aegon Center
General Counsel of Vencor 400 West Market Street
Operating. Ms. Force's Louisville, KY 40202
principal occupation is
Senior Vice President and
General Counsel of Vencor
</TABLE>
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CUSIP No. 19652U 10 4 Page 7 of 15 Pages
<TABLE>
<S> <C> <C>
James H. Gillenwater, Senior Vice President of 3300 Aegon Center
Jr. Planning and Development 400 West Market Street
of Vencor Operating. Mr. Louisville, KY 40202
Gillenwater's principal
occupation is Senior Vice
President, Planning and
Development of Vencor
Richard A. Lechleiter Vice President of Finance and 3300 Aegon Center
Corporate Controller of Vencor 400 West Market Street
Operating. 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 Aegon Center
President and Chief Executive 400 West Market Street
Officer of Vencor Operating. 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 Aegon Center
Officer and Executive Vice 400 West Market Street
President of Vencor Operating. Louisville, KY 40202
Mr. Reed's principal
occupation is Director, Chief
Financial Officer and
Executive Vice President of
Vencor
</TABLE>
(d) Each of the above listed directors and executive officers of
Vencor and Vencor Operating is a United States citizen.
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CUSIP No. 19652U 10 4 Page 8 of 15 Pages
(e) Neither Vencor, Vencor Operating 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.
<PAGE>
CUSIP No. 19652U 10 4 Page 9 of 15 Pages
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
---------------------------------------------------
On April 30, 1998, Ventas, Inc. (formerly Vencor, Inc.) completed a
corporate reorganization in which it transferred all of the securities of the
Issuer held by it to Vencor. Immediately thereafter, Vencor transferred all of
the securities of the Issuer to Vencor Operating, its wholly owned subsidiary.
At the time of the initial transfer, Vencor was a wholly owned subsidiary of
Ventas, Inc. Following this transfer, Ventas, Inc. distributed all of the stock
of Vencor to the common stockholders of Ventas, Inc.
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 or Vencor Operating of the Director
Warrants (as discussed in Item 5), the Reporting Persons have no current 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. The Reporting Persons reserve the right to reevaluate their
investment in the Issuer from time to time as they may deem appropriate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
Vencor Operating is the beneficial owner of 3,500,000 shares of Common
Stock (the "Shares"). In addition, Vencor Operating owns 60,000 shares of Common
Stock which may be issued to Vencor Operating pursuant to the "Director
Warrants" described below. The resulting 3,560,000 shares of Common Stock
beneficially owned by Vencor Operating represents approximately 33.3% of the
Issuer's outstanding Common Stock. Vencor Operating has the sole power to vote
or direct the
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CUSIP No. 19652U 10 4 Page 10 of 15 Pages
vote of, and the sole power to dispose or direct the disposition of, the Shares
and the 60,000 shares subject to the Director Warrants. Vencor, as the sole
stockholder of Vencor Operating, may be deemed, for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, to beneficially own the Shares and the
Director Warrants. As a result, Vencor has the sole power to vote or direct the
vote of, and the sole power to dispose or direct the disposition of, the Shares
and the 60,000 shares subject to the Director Warrants.
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CUSIP No. 19652U 10 4 Page 11 of 15 Pages
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. In addition, Mr. Barr
was granted on January 23, 1998 an additional warrant to acquire 15,000 shares
of Common Stock. This warrant is not currently exercisable. Because Mr. Barr
serves as Vencor's and Vencor Operating's representative on the Issuer's Board
of Directors, any economic benefit derived by Mr. Barr from the ownership of the
Director Warrants or the warrant will belong to Vencor and Vencor Operating.
The Reporting Persons have not effected any other transactions in the
Issuer's Common Stock within the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER.
- ----------------------------
Vencor and the Issuer are parties to a Standstill Agreement dated June
30, 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. 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.
<PAGE>
CUSIP No. 19652U 10 4 SCHEDULE 13D Page 12 of 15 Pages
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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
Exhibit No. Description Page No.
- ----------- ----------- --------
Exhibit 1 Joint Filing Agreement 15
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CUSIP No. 19652U 10 4 SCHEDULE 13D Page 13 of 15 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: May 6, 1998
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: May 6, 1998
VENCOR OPERATING, INC.
By: /s/ W. BRUCE LUNSFORD
-----------------------------------------
W. Bruce Lunsford, Chairman of the Board,
President and Chief Executive Officer
<PAGE>
CUSIP No. 19652U 10 4 SCHEDULE 13D Page 14 of 15 Pages
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
Exhibit 1 Joint Filing Agreement 15
<PAGE>
CUSIP No. 19652U 10 4 SCHEDULE 13D Page 15 of 15 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 6th day of May, 1998.
VENCOR, INC.
/s/ W. BRUCE LUNSFORD
-----------------------------------------
W. Bruce Lunsford, Chairman of the Board,
President and Chief Executive Officer
VENCOR OPERATING, INC.
/s/ W. BRUCE LUNSFORD
-----------------------------------------
W. Bruce Lunsford, Chairman of the Board,
President and Chief Executive Officer
