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
COLORADO MEDTECH RESPONDS TO ANTHONY FANT'S REQUEST
TO MEET WITH THE BOARD
Boulder, CO -- Colorado MEDtech, Inc. (NASDAQ: CMED) responded today to a
request made by Anthony Fant, Chairman of the Board and Chief Executive Officer
of HEI, Inc., to meet with the Company's Board of Directors. Stephen K. Onody,
the Chief Executive Officer & President of the Company sent the following letter
to Mr. Fant:
October 2, 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:
I have discussed with the Colorado MEDtech Board of Directors the request
you made at our meeting Friday, September 21, 2000 to make a presentation
directly to them.
The Board has considered the information you gave to us at our meeting as
well as other information it has about HEI, Inc. Based upon this information,
the Board has asked me to advise you that it does not believe any purpose would
be served by a further presentation and as a result the Board has declined your
request.
We understand your views of the advantages you perceive from a combination,
but we do not share your belief that such a combination offers a compelling
strategic case for our Company and its shareholders. We believe that many of the
features of a combination of our companies that you pointed out at our meeting
were the type of general statements one could make about the combination of any
two technology companies. At a fundamental business level, the combination of
our two companies would only serve to make HEI a bigger company. We do not see
this as a compelling strategic rationale.
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
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.
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.
Contact: Joele Frank, Wilkinson Brimmer Katcher
Matt Sherman
Dan Katcher
Telephone: 212-355-4449
