<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 30, 1998
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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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 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 10 Pages
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1. NAMES OF REPORTING PERSONS Vencor, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
61-1323993
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
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(b) X
-----
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable.
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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 -0-
WITH
(8) SHARED VOTING POWER
*Includes 60,000 shares which may be 3,560,000*
acquired pursuant to warrants exercisable
at September 30, 1998 or within 60 days (9) SOLE DISPOSITIVE POWER
thereafter. -0-
(10) SHARED DISPOSITIVE POWER
3,560,000*
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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)
33.0%
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14. TYPE OF REPORTING PERSON (See instructions)
HC
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CUSIP No. 19652U 10 4 SCHEDULE 13D Page 3 of 10 Pages
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1. NAMES OF REPORTING PERSONS Vencor Operating, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
52-2085484
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
-----
(b) X
-----
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
Not applicable
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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 -0-
WITH
(8) SHARED VOTING POWER
3,560,000*
(9) SOLE DISPOSITIVE POWER
*Includes 60,000 shares which may be -0-
acquired pursuant to warrants exercisable
at September 30, 1998 or within 60 days thereafter.
(10) SHARED DISPOSITIVE POWER
3,560,000*
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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)
33.0%
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14. TYPE OF REPORTING PERSON (See instructions)
CO
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CUSIP No. 19652U 10 4 Page 4 of 10 Pages
AMENDMENT NO. 1
TO
SCHEDULE 13D
OF VENCOR, INC.
This Amendment No. 1 amends and supplements the Statement on Schedule 13D,
dated April 30, 1998, filed by Vencor, Inc. and Vencor Operating, Inc., with
respect to the common stock, no par value per share, of Colorado MEDtech, Inc.
(the "Amendment"). Such Schedule 13D is hereby amended to add or replace
information as specified below to the items indicated.
ITEM 1. SECURITY AND ISSUER.
This Amendment 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 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
ancillary 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
Richard A. Schweinhart Chief Financial Officer and 3300 Aegon Center
Senior Vice President of Vencor 400 West Market Street
Louisville, KY 40202
</TABLE>
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CUSIP No. 19652U 10 4 Page 5 of 10 Pages
<TABLE>
<S> <C> <C>
Michael R. Barr Chief Operating Officer and 3300 Aegon Center
Executive Vice President of Vencor 400 West Market Street
Louisville, KY 40202
Richard E. Chapman Senior Vice President and Chief 3300 Aegon Center
Information Officer 400 West Market Street
Louisville, KY 40202
Jill L. Force Senior Vice President and General 3300 Aegon Center
Counsel of Vencor 400 West Market Street
Louisville, KY 40202
James H. Gillenwater, Jr. Senior Vice President, Planning 3300 Aegon Center
and Development of Vencor 400 West Market Street
Louisville, KY 40202
Richard A. Lechleiter Vice President of Finance and 3300 Aegon Center
Corporate Controller of Vencor 400 West Market Street
Louisville, KY 40202
Ulysses L. Bridgeman, Jr. President of Bridgeman Foods, 12910 Shelbyville Road
Inc., a franchisee of Wendy's Old Suite 104
Fashioned Hamburger Restaurants; Louisville, KY 40243
Director of Vencor
Elaine L. Chao Distinguished Fellow of The 214 Massachusetts Ave., NE
Heritage Foundation; Director of Washington, DC 20002-4999
Vencor
Donna R. Ecton Former Chief Operating Officer of 5602 East Via Buena Vista
PETsMART, Inc., a pet supplies Paradise Valley, AZ 85253
retailer; Director of Vencor
Stanley C. Gault Retired Chairman and Chief 1147 Akron Road
Executive Officer of the Goodyear Wooster, OH 44691-6000
Tire & Rubber Company; Director
of Vencor
William H. Lomicka President of Mayfair Capital, 2510 Aegon Center
Inc., a private investment firm; 400 West Market Street
Director of Vencor Louisville, KY 40202
</TABLE>
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CUSIP No. 19652U 10 4 Page 6 of 10 Pages
<TABLE>
<S> <C> <C>
R. Gene Smith Chairman of the Board of Taco 3600 National City Tower
Tico, Inc., an operator of 101 South Fifth Street
Mexican fast-food restaurants; Louisville, KY 40202
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
</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 General 3300 Aegon Center
Counsel of Vencor Operating. Ms. 400 West Market Street
Force's principal occupation is Louisville, KY 40202
Senior Vice President and General
Counsel of Vencor
</TABLE>
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CUSIP No. 19652U 10 4 Page 7 of 10 Pages
<TABLE>
<S> <C> <C>
Richard E. Chapman Senior Vice President and Chief 3300 Aegon Center
Information Officer of Vencor 400 West Market Street
Operating. Mr. Chapman's Louisville, KY 40202
principal occupation is Senior
Vice President and Chief
Information Officer of Vencor.
James H. Gillenwater, Jr. Senior Vice President of Planning 3300 Aegon Center
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, President 3300 Aegon Center
and Chief Executive Officer of 400 West Market Street
Vencor Operating. Mr. Lunsford's Louisville, KY 40202
principal occupation is Chairman
of the Board, President and Chief
Executive Officer of Vencor
</TABLE>
(d) Each of the above listed directors and executive officers of Vencor and
Vencor Operating is a United States citizen.
(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 been 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 10 Pages
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION.
On September 30, 1998, the Issuer filed a registration statement for the sale
of Common Stock of the Issuer by the Reporting Persons. The Reporting Persons
intend to offer for sale their shares of Common Stock to institutional investors
in privately negotiated transactions. In addition, the Issuer has expressed an
interest in possibly purchasing up to one million of the Reporting Persons'
shares. The Reporting Persons are not required to sell any of the shares and
may sell as many or as few as they so choose.
Except with respect to the statements above, 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.
Vencor Operating is record holder 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 represent approximately 33.0% of the Issuer's
outstanding Common Stock. 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. Vencor
Operating and Vencor share the power to vote or to
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CUSIP No. 19652U 10 4 Page 9 of 10 Pages
direct the vote and share the power to dispose or direct the disposition of the
Shares and the 60,000 shares subject to the Director Warrants.
The Reporting Persons have not effected any transactions in the Issuer's
Common Stock within the past 60 days.
Michael R. Barr, 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. Mr. Barr has announced his resignation from the Reporting
Persons. The Reporting Persons intend to name a designee to fill his position
on the Issuer's Board of Directors in the immediate future.
The Reporting Persons, in the aggregate, may be deemed to beneficially own
3,560,000 shares of Common Stock, or approximately 33.0% of the shares of Common
Stock outstanding.
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. Except
with respect to the Standstill Agreement and the Director Warrants there are no
contracts, arrangements, understandings or relationships between Vencor and any
other person with respect to any securities of the Issuer.
<PAGE>
CUSIP No. 19652U 10 4 SCHEDULE 13D Page 10 of 10 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description Page No.
- ----------- ----------- --------
Exhibit 1 Joint Filing Agreement Previously
filed with the
Schedule 13D
dated April
30,1998
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: October 5, 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: October 5, 1998 VENCOR OPERATING, INC.
By: /s/ W. Bruce Lunsford
---------------------
W. Bruce Lunsford, Chairman of the
Board, President and Chief Executive Officer
