Filed by Colorado MEDtech, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant
to Rules 14a-12 and 14d-9 of the
Securities Exchange Act of 1934
Subject Company: Colorado MEDtech, Inc.
Commission File Number: 000-12471
THE FOLLOWING PRESS RELEASE IS A PRELIMINARY COMMUNICATION PRIOR
TO THE COMMENCEMENT OF AN EXCHANGE OFFER AND A PROXY SOLICITATION
FOR IMMEDIATE RELEASE: NEWS
October 10, 2000 NASDAQ-CMED
COLORADO MEDTECH SENDS LETTER TO HEI, INC.
BOULDER, Colorado - Colorado MEDtech, Inc. (Nasdaq: CMED) today announced that
Stephen K. Onody, the Chief Executive Officer and President of the Company, sent
the following letter to HEI, Inc.:
October 9, 2000
Via Facsimile
Mr. Anthony Fant
Chairman of the Board &
Chief Executive Officer
HEI, Inc.
P.O. Box 5000
1495 Steiger Lake Lane
Victoria, MN 55386
Dear Mr. Fant:
At the request of my fellow Colorado MEDtech directors, I am responding to
your letter dated October 5, 2000.
We understand that you have engaged legal counsel to represent HEI and do
not believe that it is our responsibility to advise you on legal interpretations
of documents or your litigation strategy. Even if we were to undertake that
task, you have not provided us with adequate information on which to form a
conclusion. In addition, you have already chosen to file a lawsuit, and
consequently you have already picked a forum to resolve these matters.
Please feel free to contact me if you have any questions.
Very truly yours,
/s/ Stephen K. Onody
Stephen K. Onody
Chief Executive Officer &
President
Additional Information
The statements in this letter that are not historical facts are forward-looking
statements that represent management's beliefs and assumptions based on
currently available information. Forward-looking statements can be identified by
the use of words such as "believes," "intends," "may," "will" "should,"
"anticipated" or comparable terminology or by discussions of strategy. Although
the Company believes that the expectations reflected in such forward-looking
statements are reasonable, it cannot assure that these expectations will prove
to be correct. Such statements involve risks and uncertainties including, but
not limited to, the risk that the Company's existing level of orders may not be
indicative of the level or trend of future orders, the risk that the Company may
not successfully complete the work encompassed by current or future orders, the
risk that unforeseen technical or production difficulties may adversely impact
project timing and financial performance, the risk that the management changes
will not produce the desired results, the risk that acquired companies cannot be
successfully integrated with the Company's existing operations, the risk that a
downturn in general economic conditions or customer budgets may adversely affect
research and development and capital expenditure budgets of potential customers
upon which the Company is dependent, and developments that may occur regarding
Mr. Fant and HEI, Inc. Should one or more of these risks materialize (or the
consequences of such a development worsen), or should the underlying assumptions
prove incorrect, actual results could differ materially from those forecasted or
expected. These factors are more fully described in the Company's documents
filed from time to time with the Securities and Exchange Commission. The Company
assumes no duty to update any forward-looking statements.
If an exchange offer commences, the Company will file a
solicitation/recommendation statement regarding the exchange offer. If a proxy
solicitation commences, the Company and certain of its officers and directors
may be deemed to be participants in the solicitation of proxies from the
Company's shareholders with respect to the transactions contemplated above, and
a proxy statement to solicit proxies from the Company's security holders may be
required to be filed.
Information regarding such officers and directors is included in the Company's
annual report on Form 10-K for the fiscal year ended June 30, 1999, in its proxy
statement for its 1999 annual meeting and in its filing with the SEC on
September 21, 2000 filed pursuant to Rule 425 under the Securities Act of 1933,
as amended. These documents are available free of charge at the Securities and
Exchange Commission web site and from the Company's contact, each listed below.
The Company has retained Wasserstein Perella & Co. ("Wasserstein Perella") to
assist the Company in evaluating its response to HEI's proposal, for which they
received and may receive substantial fees, as well as reimbursement of
reasonable out-of-pocket expenses. In addition, the Company has agreed to
indemnify Wasserstein Perella and certain persons related to them against
certain liabilities, including certain liabilities under the federal securities
laws, arising out of their engagement. Wasserstein Perella is an investment
banking firm that provides a full range of financial services for institutional
and individual clients. Wasserstein Perella does not admit that it or any of its
directors, officers or employees is a "participant" as defined in Schedule 14A
promulgated under the Securities Exchange Act of 1934, as amended, in any
solicitation, or that Schedule 14A requires the disclosure of certain
information concerning Wasserstein Perella.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ANY SOLICITATION/
RECOMMENDATION STATEMENT, PROXY SOLICITATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION
WHEN THEY BECOME AVAILABLE, BECAUSE EACH OF THESE DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF
THESE DOCUMENTS WHEN AVAILABLE AND OTHER DOCUMENTS FILED BY THE COMPANY WITH THE
SEC AT THE SEC'S INTERNET WEB SITE AT WWW.SEC.GOV. THESE DOCUMENTS MAY ALSO BE
OBTAINED FREE FROM THE COMPANY BY DIRECTING SUCH REQUESTS TO: PETER J. JENSEN,
SECRETARY, COLORADO MEDTECH, INC., 6175 LONGBOW DRIVE, BOULDER, CO 80301,
TELEPHONE: (303) 530-2660.
Colorado MEDtech, Inc., through its wholly owned subsidiaries and operating
divisions, is a leading full-service provider of advanced medical products and
comprehensive outsourcing services.
# # #
Contact:
Joele Frank, Wilkinson Brimmer Katcher
Matt Sherman / Dan Katcher
212-355-4449
