<PAGE>
As filed with the Securities and Exchange Commission on January 19, 1998
SEC Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------
COLORADO MEDTECH, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-0731006
------------------------- -------------------
(State or other juris- (IRS Employer
diction of incorporation) Identification No.)
6175 Longbow Drive
Boulder, Colorado 80301
-------------------------------
(Address of Principal Executive
Offices, including Zip Code)
COLORADO MEDTECH, INC. STOCK OPTION PLAN
DIRECTOR WARRANTS
------------------------------------------------------
(Full title of the plan)
Bruce L. Arfmann
COLORADO MEDTECH, INC.
6175 Longbow Drive
Boulder, Colorado 80301
(303) 530-2660
-------------------------------------------------
(Name, address, including zip code, and telephone
number, including area code of agent for service)
Copies to
---------
Christopher M. Hazlitt, Esq.
Chrisman, Bynum & Johnson, P.C.
1900 Fifteenth Street
Boulder, CO 80302
(303) 546-1300
----------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed maximum
Amount maximum aggregate Amount of
Title of securities to be offering price offering registration
to be registered registered per share (1) price (1) fee
<S> <C> <C> <C> <C>
Common Stock
(no par value) 1,785,000 $11.44 $20,420,400 $6,024.02
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Computed pursuant to Rule 457(c) using the average of the high and low prices
for the Registrant's Common Stock as quoted on the Nasdaq Stock Market System
on January 13, 1999.
<PAGE>
This Registration Statement registers an aggregate amount of 1,785,000 shares
of the no par value common stock ("Common Stock") of Colorado MEDtech, Inc.
(the "Company"). The shares of Common Stock registered are as follows: (i)
an additional 1,500,000 shares pursuant to the Colorado MEDtech, Inc. Stock
Option Plan (the "Option Plan"); and (ii) an additional 285,000 shares
pursuant to warrants issued to directors of the Company. The Option Plan was
approved by the Board of Directors on June 25, 1992, and an increase in the
number of shares of Common Stock available for grants under the Option Plan
from 2,000,000 to 3,500,000 was approved by the Company's shareholders on
November 21, 1997.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement filed by the Company under Registration Statement No.
333-17207, with respect to securities registered thereunder, are hereby
incorporated by reference herein, and the opinions and consents listed below
are annexed hereto:
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
<S> <C>
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C. (included in
Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included in the signature page of
original filing)
</TABLE>
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boulder, State of Colorado, on the
15 day of January, 1999.
COLORADO MEDTECH, INC.
By: /s/ John V. Atanasoff
-------------------------------
John V. Atanasoff II, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John V. Atanasoff, II, Bruce L. Arfmann, or
either of them, his or her true and lawful attorney-in-fact and agent, with
full powers of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies and
confirms all his or her said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ John V. Atanasoff Chief Executive Officer, January 14, 1999
- --------------------- President and Director
John V. Atanasoff II (Principal Executive Officer)
/s/ Bruce L. Arfmann Senior Vice President, January 14, 1999
- --------------------- Chief Financial Officer,
Bruce L. Arfmann Secretary, Treasurer
(Principal Financial and
Accounting Officer)
/s/ Ira M. Langenthal Director January 14, 1999
- ---------------------
Ira M. Langenthal
Director January __, 1999
- ---------------------
Dean A. Leffingwell
3
<PAGE>
/s/ Clifford W. Mezey Director January 14, 1999
- ---------------------
Clifford W. Mezey
/s/ Robert L. Sullivan Director January 14, 1999
- ---------------------
Robert L. Sullivan
/s/ John E. Wolfe Director January 14, 1999
- ---------------------
John E. Wolfe
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Page
Exhibit No. Description of Exhibit Number
<S> <C> <C>
5.1 Opinion of Chrisman, Bynum & Johnson, P.C.
23.1 Consent of Chrisman, Bynum & Johnson, P.C. (included
in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included in the signature page of
original filing)
</TABLE>
5
<PAGE>
January 19, 1999
Colorado MEDtech, Inc.
6175 Longbow Drive
Boulder, CO 80301
Ladies and Gentlemen:
We have acted as counsel to Colorado MEDtech, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 ("Registration Statement") covering registration under the
Securities Act of 1933 of 1,785,000 shares of the Company's Common Stock, no
par value per share ("Shares"). The Shares to be registered are as follows:
(i) an additional 1,500,000 shares pursuant to the Colorado MEDtech, Inc.
Stock Option Plan; and (ii) an additional 285,000 shares pursuant to
warrants issued to directors of the Company. The above-referenced plans and
instruments pursuant to which the Shares are offered are referred to
collectively herein as the "Offering Documents." As such, we have examined
the Registration Statement, the Company's Articles of Incorporation, as
amended, its Bylaws and minutes of meetings of its Board of Directors.
Based upon the foregoing, we are of the opinion that, upon issuance of the
Shares, each in accordance with the terms of the respective Offering
Documents, the Shares will be validly issued, fully paid and nonassessable
shares of Common Stock of the Company.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Prospectus which is made a
part of the Registration Statement.
Very truly yours,
/s/ Chrisman, Bynum & Johnson, P.C.
CHRISMAN, BYNUM & JOHNSON, P.C.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
August 24, 1998 included in the company's Form 10-K for the year ended June 30,
1998 and to all references to our Firm included in this registration
statement on Form S-8.
ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1999
