<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
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)
Michael A. King, Esq.
Weil, Gotshal & Manges LLP
767 5th Avenue
New York, New York 10153
(212)310-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 2000
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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), 13d-1(f) or 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.
(Continued on following pages)
(Page 1 of 5 Pages)
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*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 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).
(SC13D-07/99)
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CUSIP No.19652U 10 4 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Anthony J. Fant
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
________________________________________________________________________________
7 SOLE VOTING POWER: 887,400
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER: 0
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER: 887,400
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER: 0
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
887,400
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON: IN
________________________________________________________________________________
2
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ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended as follows:
HEI, Inc. and Anthony Fant, Chairman and Chief Executive Officer of HEI,
announced on October 26, 2000 that they have rescinded their agreement by which
Mr. Fant sold to HEI 1,214,300 shares of common stock of Colorado MEDtech, Inc.,
in exchange for 235,000 shares of common stock of HEI and the assumption by HEI
of $3,072,650.26 of indebtedness. The agreement between the parties was unwound
pursuant to an agreement dated October 25, 2000 (the "Agreement"). There will be
no accounting affect to HEI as a result of the transaction. The press release
and the Agreement are filed as Exhibits 1 and 2, respectively. Additionally,
Schedule A hereto sets forth transactions in which Mr. Fant had sold 326,900
shares of Colorado MEDtech common stock on the open market.
Mr. Fant intends to closely monitor future developments regarding Colorado
MEDtech and, in this regard, will evaluate and may consider alternative courses
of future action specifically including the commencement of a proxy solicitation
for a special shareholders meeting at which he would seek to replace the current
Colorado MEDtech board. Future actions that Mr. Fant may consider will depend
upon a number of factors, including developments regarding Colorado MEDtech,
market, economic and industry conditions, and actions taken by Colorado
MEDtech's senior management. Depending upon the course of action that Mr. Fant
determines to pursue, Mr. Fant may acquire shares of common stock or dispose of
shares of common stock from time-to-time in the open market, in privately
negotiated transactions or otherwise.
Although the foregoing represents the range of activities presently
contemplated by Mr. Fant with respect to Colorado MEDtech and the Common Stock,
it should be noted that the possible activities of Mr. Fant are subject to
change at any time. Except as set forth above, Mr. Fant has no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby replaced in its entirety with the following:
(a) Anthony Fant is the beneficial owner of 887,400 shares of Colorado MEDtech
common stock, or approximately 7.2% of Colorado MEDtech common stock based on a
total of 12,307,535 shares of Colorado MEDtech common stock stated to be
outstanding as of August 31, 2000 by Colorado MEDtech in its Annual Report on
Form 10-K, which was filed with the Securities and Exchange Commission on
September 28, 2000.
(b) Mr. Fant has the sole power to vote or direct the vote and to dispose or
direct the disposition of the 887,400 shares of Colorado MEDtech described
herein.
(c) Transactions in the shares of Colorado MEDtech common stock effected by Mr.
Fant during the past sixty (60) days are described in Schedule A attached hereto
and incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT DESCRIPTION
NO.
1 Press Release, dated October 26, 2000.
2 Agreement, dated October 25, 2000, between HEI, Inc. and
Anthony J. Fant.
3
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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: November 7, 2000
By: /s/ Anthony J. Fant
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Anthony J. Fant
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SCHEDULE A
Schedule of Transactions in the Shares
<TABLE>
<CAPTION>
Name Date Purchased No. of Shares Price Per Share
<S> <C> <C> <C>
Anthony J. Fant 10/25/00 1,214,300 $6.86
<CAPTION>
Name Date Sold No. of Shares Price Per Share
<S> <C> <C> <C>
Anthony J. Fant 10/23/00 10,000 $4.75
Anthony J. Fant 10/23/00 2,000 $4.9375
Anthony J. Fant 10/23/00 2,000 $5.00
Anthony J. Fant 10/23/00 2,000 $4.75
Anthony J. Fant 10/23/00 5,000 $4.75
Anthony J. Fant 10/23/00 6,500 $4.8125
Anthony J. Fant 10/24/00 4,000 $4.375
Anthony J. Fant 10/24/00 30,000 $4.0625
Anthony J. Fant 10/24/00 38,500 $4.25
Anthony J. Fant 10/24/00 100,000 $4.0625
Anthony J. Fant 10/25/00 30,000 $4.0937
Anthony J. Fant 10/25/00 96,900 $4.0625
</TABLE>
5
