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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(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)
Peter J. Jensen, Director of Corporate Affairs and General Counsel,
Colorado MEDtech, Inc. 6175 Longbow Drive, Boulder, Colorado 80301 (303)530-2660
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 8, 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 that is the subject of this Schedule 13D, and is
filing this schedule because of RULE 13d-1(e), Rule 13d-1(f) or Rule
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.
*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 ("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 5 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
John V. Atanasoff, II
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2 Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
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3 SEC Use Only
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4 Source of Funds (See Instructions)
PF
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
_____
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6 Citizenship or Place of Organization
U.S.A.
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Number of 7 Sole Voting Power
Shares (a) 455,265 shares
Beneficially (b) options to purchase 400,000 shares currently
Owned by exercisable or exercisable within 60 days
Each --------------------------------------------------
Reporting 8 Shared Voting Power
Person 1,000 shares (with spouse)
With --------------------------------------------------
9 Sole Dispositive Power
(a) 455,265 shares
(b) options to purchase 400,000 shares currently
exercisable or exercisable within 60 days
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10 Shared Dispositive Power
1,000 shares (with spouse)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
(a) 456,265 shares
(b) options to purchase 400,000 shares currently exercisable or exercisable
within 60 days
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12 Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
7.6%
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14 Type of Reporting Person (See Instructions)
IN
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Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of common stock, no par value
(the "Common Stock") of Colorado MEDtech, Inc. ("Issuer"). The principal
executive offices of the Issuer are located at 6175 Longbow Drive, Boulder,
CO 80301.
ITEM 2. IDENTITY AND BACKGROUND
The person filing this statement is John V. Atanasoff, II, whose business
address is 6175 Longbow Drive, Boulder, CO 80301. Mr. Atanasoff's principal
occupation is as the Chief Executive Officer and President of the Issuer.
During the last five years, Mr. Atanasoff' has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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 on finding any violations with respect to such laws. Mr. Atanasoff is a
U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The shares of Common Stock reported on this Schedule 13D to be
beneficially owned by Mr. Atanasoff consist of 456,265 shares of Common
Stock beneficially owned by Mr. Atanasoff and options to purchase 400,000
shares of Common Stock (the "Options") which are currently exercisable or
become exercisable within sixty days. The source and amount of consideration
for 68,812 shares acquired by Mr. Atanasoff in November 1998 was an aggregate
of $100,000, consisting of cash of $7.25 and 11,188 shares of Common Stock
previously owned by Mr. Atanasoff with a value of $99,992.75, which were
delivered to the Issuer to pay the exercise price of options to acquire such
shares of Common Stock. The source and amount of consideration for 120,000
shares acquired by Mr. Atanasoff in December 1998 was an aggregate of 150,000
shares of Common Stock with a value of $1,378,500, which shares were withheld
from a cashless exercise of options to purchase 270,000 shares of Common
Stock. The Options were granted to Mr. Atanasoff from time to time between
June 1993 and November 1995 as part of his compensation from the Issuer. The
266,453 shares of Common Stock beneficially owned by Mr. Atanasoff prior to
the November and December 1998 option exercises were purchased from time to
time between approximately January 1994 and December 1996 in open market
purchases or through the exercise of employee stock options for cash or by
delivery of previously-owned shares in a manner similar to that employed in
the November and December 1998 option exercises.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Atanasoff acquired his shares of Common Stock for investment purposes
only.
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Page 4 of 5 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (d) Cross reference to Items 7 - 13 of the cover page of the
Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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Page 5 of 5 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:4/5/99 /s/ John V. Atanasoff
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Signature
John V. Atanasoff
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Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
