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As filed with the Securities and Exchange Commission on November 17, 2000
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.
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(Exact name of registrant as specified in its charter)
Colorado 84-0731006
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
6175 Longbow Drive, Boulder, Colorado 80301
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(Address of Principal Executive Offices) (Zip Code)
COLORADO MEDTECH, INC. STOCK OPTION PLAN
COLORADO MEDTECH, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
DIRECTOR WARRANTS
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(Full title of the plan)
Peter J. Jensen
COLORADO MEDTECH, INC.
6175 Longbow Drive
Boulder, CO 80301
(303) 530-2660
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(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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price per aggregate offering Amount of
be registered registered share(1) price(1) registration fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock 1,535,000 $5.10 $7,828,500 $2,066.72
(no par value)
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(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
November 15, 2000.
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This Registration Statement registers an aggregate amount of 1,535,000
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) 1,000,000 shares pursuant to an amendment to the Colorado
MEDtech, Inc. Stock Option Plan (the "Option Plan"). The
increase in the number of shares of Common Stock available for
grants under the Option Plan from 3,500,000 to 4,500,000 was
approved by the Company's shareholders on November 19, 1999.
(ii) 300,000 shares pursuant to an amendment to the Colorado
MEDtech, Inc. 1996 Employee Stock Purchase Plan ("Stock
Purchase Plan"). The increase in the number of shares of
Common Stock available for issuance under the Stock Purchase
Plan from 240,000 to 540,000 was approved by the Company's
shareholders on November 19, 1999.
(iii) 25,000 shares underlying warrants issued to a member of the
Company's Board of Directors as approved by the Board of
Directors on November 19, 1999 and August 25, 2000.
(iv) 210,000 shares underlying warrants to be issued to members of
the Company's Board of Directors from time to time after the
date of this Registration Statement.
Pursuant to General Instruction E to Form S-8, the contents of the
registration statements filed by the Company under Registration Statement No.
333-17207 filed on December 3, 1996, and Registration Statement no. 333-70755
filed on January 19, 1999, 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
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<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 this
filing).
99.1 Colorado MEDtech, Inc. Stock Option Plan (filed as an
exhibit to the Company's annual report on Form 10-K for the
year ended June 30, 2000, and incorporated by reference).
99.2 Colorado MEDtech, Inc. 1996 Employee Stock Purchase Plan
(filed as an exhibit to the Company's annual report on Form
10-K for the year ended June 30, 2000, and incorporated by
reference).
99.3 Form of director warrants (filed as Exhibit 99.4 to
registrant's registration statement on Form S-8 filed on
December 3, 1996 and incorporated by reference).
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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 November 17, 2000.
COLORADO MEDTECH, INC.
By: /s/ Stephen K. Onody
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Stephen K. Onody,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen K. Onody, Gregory A. Gould, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Stephen K. Onody Chief Executive Officer, President and Director November 17, 2000
-------------------------------------------- (Principal Executive Officer)
Stephen K. Onody
/s/ Gregory A. Gould Chief Financial Officer November 17, 2000
-------------------------------------------- (Principal Financial and Accounting Officer)
Gregory A. Gould
/s/ John V. Atanasoff Director November 17, 2000
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John V. Atanasoff
/s/ John P. Jenkins Director November 17, 2000
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John P. Jenkins
/s/ Ira M. Langenthal Director November 17, 2000
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Ira M. Langenthal
/s/ Dean A. Leffingwell Director November 17, 2000
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Dean A. Leffingwell
/s/ Clifford W. Mezey Director November 17, 2000
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Clifford W. Mezey
/s/ Robert L. Sullivan Director November 17, 2000
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Robert L. Sullivan
/s/ John E. Wolfe Director November 17, 2000
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John E. Wolfe
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<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 this
filing).
99.1 Colorado MEDtech, Inc. Stock Option Plan (filed as an
exhibit to the Company's annual report on Form 10-K for the
year ended June 30, 2000, and incorporated by reference).
99.2 Colorado MEDtech, Inc. 1996 Employee Stock Purchase Plan
(filed as an exhibit to the Company's annual report on Form
10-K for the year ended June 30, 2000, and incorporated by
reference).
99.3 Form of director warrants (filed as Exhibit 99.4 to
registrant's registration statement on Form S-8 filed on
December 3, 1996 and incorporated by reference).
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