COLORADO MEDTECH INC
S-3/A, 2000-02-07
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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   As filed with the Securities and Exchange Commission on February 7, 2000
                                              SEC Registration No. 333-93689
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                AMENDMENT NO. 1
                                      TO
                                   FORM S-3
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                            COLORADO MEDTECH, INC.
          ----------------------------------------------------------
            (Exact name of registrant as specified in its charter)

       Colorado                                                84-0731006
- ------------------------                               -------------------------
(State of Incorporation)                               (I.R.S. Employer ID. No.)

          6175 Longbow Drive, Boulder, Colorado 80301, (303) 530-2660
- --------------------------------------------------------------------------------
      (Address, including zip code, and telephone number, including area
               code of Registrant's Principal Executive Offices)

                                Peter J. Jensen
                            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
- --------------------------------------------------------------------------------

          Approximate date of commencement of proposed to the public:
   From time to time after the effective date of this Registration Statement


     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /_/

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /x/
                                                     -

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. /_/

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /_/

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /_/
                          __________________________
<PAGE>

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

- --------------------------------------------------------------------------------
<PAGE>

PROSPECTUS                      736,324 Shares

                            Colorado MEDtech, Inc.
                                 Common Stock
                                (no par value)

                                ______________


     This Prospectus relates to 736,324 shares of common stock of Colorado
MEDtech, Inc., which may be offered from time to time by the selling
shareholders named herein. We will not receive any of the proceeds from the sale
of the common stock - rather, the selling shareholders will receive all of the
net proceeds from the sale of the common stock. We will pay all expenses
incident to the registration of the common stock under the Securities Act of
1933, as amended.

     The selling shareholders may sell the common stock from time to time at
designated prices that may be changed, at market prices prevailing at the time
of sale, at prices relating to such prevailing market prices or at negotiated
prices. In addition, the selling shareholders may sell the common stock through
customary brokerage channels, either through broker-dealers acting as agents or
principals. The selling shareholders may effect such transactions by selling
common stock to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions, commissions or
fees from the selling shareholders and/or purchasers of the common stock for
whom such broker-dealers may act as agent, or to whom they sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions). Any broker-dealers that participate with any of the
selling shareholders in the distribution of common stock may be deemed to be
underwriters and any commissions received by them and any profit on the resale
of common stock positioned by them might be deemed to be underwriting discounts
and commissions within the meaning of the Securities Act, in connection with
such sales.

The common stock trades on the Nasdaq Stock Market National Market system under
the symbol "CMED". As of the close of trading on February 2, 2000, the closing
sale price of the common stock as quoted on the Nasdaq Stock Market National
Market system was $10.19 per share. Our principal executive offices are located
at 6175 Longbow Drive, Boulder, Colorado 80301 and our phone number is (303)
530-2660.

Investing in the common stock involves certain risks. See the "Risk Factors"
section beginning on page 3.

                                ______________

     Neither the Securities and Exchange Commission Nor Any State Securities
Commission Have Approved Or Disapproved These Securities Or Passed Upon The
Accuracy Or Adequacy Of This Prospectus. Any Representation To The Contrary Is A
Criminal Offense.

              The date of this prospectus is February 7, 2000.
<PAGE>

                      DOCUMENTS INCORPORATED BY REFERENCE

     The SEC allows us to "incorporate by reference" certain of our publicly
filed documents into this prospectus, which means that information included in
these documents is considered part of this prospectus. The following documents
filed by the Company with the SEC are incorporated herein by reference:

          1)  Annual Report on Form 10-K for the fiscal year ended June 30,
              1999.
          2)  Current Report on Form 8-K dated October 14, 1999.
          3)  Quarterly Report on Form 10-Q for the fiscal quarter ended
              September 30, 1999.
          4)  Current Report on Form 8-K dated November 15, 1999.
          5)  Proxy Statement in connection with the November 19, 1999 annual
              meeting of shareholders.
          6)  Current Report on Form 8-K dated December 22, 1999.
          7)  A description of the Common Stock contained in the Company's
              Registration Statement No. 2-83841-D on Form S-18, dated May 17,
              1983.

     All documents filed by us subsequent to the date of this prospectus with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the termination of the offering of the common stock shall be deemed to be
incorporated herein by reference from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this prospectus to the
extent that a statement contained herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

     We will furnish without charge to each person, including any beneficial
owner to whom this prospectus is delivered, upon the request of such person, a
copy of any or all of the documents referred to above, other than exhibits to
such documents. All requests for copies of such documents should be directed in
writing to Corporate Secretary, Colorado MEDtech, Inc., 6175 Longbow Drive,
Boulder, Colorado 80301.

                               MATERIAL CHANGES

     On November 15, 1999, Colorado MEDtech, Inc. acquired CIVCO Medical
Instruments Co., Inc. pursuant to a Plan and Agreement of Share Exchange by and
among Colorado MEDtech, Inc., CIVCO Medical Instruments Co., Inc. and Victor
Wedel. CIVCO, a privately held company located in Kalona, Iowa, is a designer
and manufacturer of specialized medical products for ultrasound imaging
equipment and procedures and for minimally invasive surgery equipment and
procedures. Pursuant to the Plan and Agreement of Share Exchange, Colorado
MEDtech acquired all of the outstanding shares of CIVCO, as well as its Kalona
facility, from Victor Wedel, for consideration consisting of 736,324 shares of
Colorado MEDtech, Inc. common stock. The number of shares of common stock issued
by Colorado MEDtech was determined based upon a negotiated value of $15.00 per
share.

     CIVCO's business focuses on supplying innovative product design,
manufacturing, distribution and support to the world's leading imaging original
equipment manufacturers (OEMs). CIVCO's annualized revenues are approximately
$10 million and it employs approximately 95 people. The CIVCO business will
remain at its current location and will operate as a subsidiary of Colorado
MEDtech. Charles Klasson will continue as President of CIVCO.

                             AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"SEC" or "Commission") a Registration Statement (together with all amendments,
exhibits, schedules and supplements thereto, the "Registration Statement") on
Form S-3 under the Securities Act for registration of the shares of Common Stock
offered hereby. This Prospectus, which forms a part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain parts of which have been omitted as permitted by the

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<PAGE>

rules and regulations of the Commission. For further information with respect to
the Company and the Common Stock offered hereby, reference is made to the
Registration Statement. Statements contained in this Prospectus regarding the
contents of any contract or any other document to which reference is made are
not necessarily complete, and where such contract or other document is an
exhibit to the Registration Statement, each such statement is qualified in all
respects by the provisions of such exhibit, to which reference is hereby made.

     The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files periodic
reports, proxy statements and other information with the Commission. Such
periodic reports, proxy statements and other information, and a copy of the
Registration Statement, can be copied and inspected at the Public Reference Room
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Copies of all or any portion of the registration
statement of which this prospectus is a part may be obtained at the Public
Reference Room. The Company files certain of its materials with the Commission
electronically. The Commission maintains a World Wide Web site (www.sec.gov)
that contains reports, proxy and information statements and other information
regarding registrants that file electronically. Additional information about
Colorado MEDtech is available on our World Wide Web site at www.cmed.com.

     The Company intends to furnish its shareholders with annual reports
containing audited financial statements for each fiscal year.

                                 RISK FACTORS

     An investment in the common stock being offered by this prospectus involves
a high degree of risk. Before purchasing the common stock, you should carefully
consider the following risk factors together with all other information in the
prospectus.

Our financial results can fluctuate from quarter to quarter and year to year,
which can affect our stock price.

     Our quarterly and annual operating results are affected by a number of
factors, primarily the volume and timing of revenue from customer orders. The
volume and timing of our revenue from customer orders varies due to:

     .    variation in demand for the customer's products as a result of, among
     other things, product life cycles, competitive conditions and general
     economic conditions;
     .    suspension or cancellation of a customer's development project for
     reasons which may or may not be related to project performance;
     .    suspension or cancellation of a customer's R&D budget for reasons
     often unrelated to the project;
     .    a change in a customer's R&D strategy as a result of sale or merger of
     the customer to another company; and
     .    delays in projects associated with the approval process for changes to
     a project.
     .    discounts extended to customers for reasons related to project
     performance or which we may be required to give at the concluding phase of
     a project if the project is late or over budget;

Our outsourcing services business organization and its related cost structure is
designed to support a certain minimum level of revenues. As such, if we
experience a temporary decrease in project revenues, our ability to adjust our
short-term cost structure is limited. This limitation may compound the adverse
effect of any significant revenue reduction we may experience. Any one of the
factors listed above or a combination thereof could result in a material adverse
effect on our business, results of operations and financial condition. Due to
the foregoing factors, it is possible that our operating results may from time
to time be below the expectations of public market analysts and investors. In
such event, the price of our stock would likely be adversely affected.

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Risks Which Affect Our Customers Can Directly Impact Our Business.

     Our success is dependent on the success of our customers and the products
that we develop or manufacture for them. Any unfavorable developments or adverse
effects on the sales of those products or on our customers' businesses could
have a corresponding adverse effect on our business. We believe that our
customers and their products are generally subject to the risks listed below. To
the extent the factors set forth below affect our customers, there may be a
corresponding impact on our business.

     .    Our Customers Operate in a Competitive Environment

            The medical products industry is highly competitive and is subject
     to significant and rapid technological change. It requires ongoing
     investment to keep pace with technological developments and quality and
     regulatory requirements. The medical products industry consists of numerous
     companies, ranging from start-up to well-established companies. Our
     customers' competitors may succeed in developing or marketing technologies
     and products that will be better accepted in the marketplace than the
     products we design and manufacture for our customers or that would render
     our customers' technology and products obsolete or noncompetitive. Some of
     our customers are emerging medical technology companies that have
     competitors and potential competitors with substantially greater capital
     resources, research and development staffs and facilities, and
     substantially greater experience in developing and commercializing new
     products. Our customers may not be successful in marketing or distributing
     their products, or may not respond to pricing, marketing or other
     competitive pressures or the rapid technological innovation demanded by the
     marketplace. As a result, they may experience a drop in product sales,
     which would have an adverse effect on our business, results of operations
     and financial condition.

     .    Our Customers' Business Success Depends on Market Acceptance of New
          Products.

            We design and manufacture medical devices for other companies. We
     also sell proprietary products to other companies and end-user customers.
     For products we manufacture (manufactured for others, or those we sell
     directly), our success is dependent on the acceptance of those products in
     their markets. Market acceptance may depend on a variety of factors,
     including educating the target market regarding the use of a new procedure
     and convincing healthcare payers that the benefits of the product and its
     related treatment regimen outweigh its costs. Market acceptance and market
     share are also affected by the timing of market introduction of competitive
     products. Some of our customers, especially emerging medical technology
     companies, have limited or no experience in marketing their products and
     may be unable to establish effective sales and marketing and distribution
     channels to rapidly and successfully commercialize their products. If our
     customers are unable to gain any significant market acceptance for the
     products we develop or manufacture for them, our business will be affected.

     .    If Our Customers Don't Promptly Obtain Regulatory Approval for the
          Products We Design and Manufacture for Them, Our Projects and Revenue
          Can Be Affected.

            The FDA regulates many of the products we develop and manufacture,
     and requires certain clearances or approvals before new medical devices can
     be marketed. As a prerequisite to any introduction of a new device into the
     medical marketplace, we or our customers must obtain necessary product
     clearances or approvals from the FDA or other regulatory agencies. This can
     be a slow and uncertain process and there can be no assurance that such
     clearances or approvals will be obtained on a timely basis, if at all.

     Certain medical devices we manufacture may be subject to the need to obtain
     premarket approval from the FDA, which requires substantial preclinical and
     clinical testing and may cause delays and prevent introduction of such
     instruments. Other instruments can be marketed only by establishing
     "substantial equivalence" to a pre-existing device in a 510(k) premarket
     notification. In addition, products intended for use in foreign countries
     must comply with similar requirements and be certified for sale in those
     countries. A customer's failure to comply with the FDA's requirements can
     result in the delay or denial of approval to

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     proceed with the device. Delays in obtaining regulatory approval are
     frequent and, in turn, can result in delaying or canceling customer orders
     from the Company. There can be no assurance that we or our customers will
     obtain or be able to maintain all required clearances or approvals for
     domestic or exported products on a timely basis, if at all. The delays and
     potential product cancellations inherent in the regulatory approval and
     ongoing regulatory compliance of products we develop or manufacture may
     have a material adverse effect on our business, reputation, results of
     operations and financial condition.

     .    Our Customers' Financial Condition May Adversely Affect Their Ability
          to Continue or Pay for a Project.

            Some of our customers, especially the smaller and newer emerging
     medical technology companies, are not profitable, may have little or no
     revenues or may have limited working capital available to fund a
     development project. Adequate funds for their operations or for a
     development project may not be available when needed. A customer's
     financial difficulties may require a customer to suspend its research and
     development spending, delay development of a product, clinical trials (if
     required) or the commercial introduction of a product. Depending on the
     significance of a customer's product to our revenues or profitability, any
     adverse effect on a customer resulting from insufficient funds could result
     in an adverse effect on our business, results of operations and financial
     condition.

     .    Government or Insurance Company Reimbursement for Our Customers'
          Products or Services May Change and Cause a Reduced Demand for the
          Product We Provide to the Customer.

            Governmental and insurance industry efforts to reform the healthcare
     industry and reduce healthcare spending have affected, and will continue to
     affect, the market for medical devices. There have been several instances
     of changes in governmental or commercial insurance reimbursement policies
     which have significantly impacted the markets for certain types of products
     or services or which have impacted entire industries, such as recent
     policies affecting payment for nursing home and home care services. Adverse
     governmental regulation relating to our products or our customers' products
     which might arise from future legislative, administrative or insurance
     industry policy cannot be predicted and the ultimate effect on private
     insurer and governmental healthcare reimbursement is unknown. Government
     and commercial insurance companies are increasingly vigorous in their
     attempts to contain healthcare costs by limiting both coverage and the
     level of reimbursement for new therapeutic products even if approved for
     marketing by the FDA. If government and commercial payers do not provide
     adequate coverage and reimbursement levels for uses of our products and our
     customers' products, the market acceptance of these products and our
     revenues and profitability would be adversely affected.

A Significant Portion of Our Revenue Comes From a Small Number of Major
Customers.

     In the fiscal year ended June 30, 1999, three customers accounted for
approximately 53% of our consolidated revenues. In the fiscal year ended June
30, 1998, two customers accounted for approximately 45% of our consolidated
revenues. In the fiscal year ended June 30, 1997, three customers accounted for
approximately 45% of our consolidated revenues. The primary portion of our
business is contract development and manufacturing of medical devices for other
companies. As such, we have historically obtained a significant share of our
revenue from a small number of customers, but the identity of those major
customers tends to change from year to year. The concentration of business in
such a small number of customers means that a significant reduction or delay in
orders or payments from any of these customers could have a material adverse
effect on our business and results of operations.

Competitive Issues Between Our Customers May Limit Our Ability to Pursue New
Business in Attractive Areas.

     There is a great deal of competition in the medical technology industry,
especially with respect to new product introductions. Our outsourcing services
customers invest heavily in the development of new products and it is important
to them to protect their new technology and to hold a technology edge over their
competitors as long as possible. Although we generally do not enter into non-
competition agreements, on occasion our development

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contracts prohibit us from working for certain competitors of our customers.
When and if we do this, our growth may be adversely affected because such
contracts would prevent us from developing or manufacturing instruments for our
customers' competitors. Any conflicts among our customers could prevent or deter
us from obtaining contracts to develop or manufacture instruments, which could
result in a material adverse effect on our business, results of operations and
financial condition.

Our Sales Cycles Are Long.

     The sales cycle for our products and services is lengthy and unpredictable.
While our sales cycle varies from customer to customer, it often ranges from six
to nine months or more for outsourcing services projects. While the sales cycle
for our medical products can be shorter, to the extent it involves a
relationship with a large original equipment manufacturer, the sales cycle can
also be quite lengthy. Our pursuit of sales leads typically involves an analysis
of our prospective customer's needs, preparation of a written proposal, one or
more presentations and contract negotiations. Our sales cycle may also be
affected by a prospective customer's budgetary constraints and internal
acceptance reviews, over which we have little or no control.

Our Markets Are Competitive.

     Our competition with respect to outsourcing services comes from a variety
of sources, including consulting, commercial product development and
manufacturing companies. Competition also comes from commercial and university
research laboratories and from current and prospective customers who evaluate
our capabilities and costs against the merits of designing, engineering or
manufacturing products internally. Many of our competitors are larger and have
substantially greater financial, research and development and manufacturing
resources. Competition from any of the foregoing sources could place pressure on
us to accept lower margins on our contracts or lose existing or potential
business, which could result in a material adverse effect on our business,
results of operations and financial condition.

We sell our medical products principally in the markets of the United States,
Japan and Europe. Our competition with respect to medical products comes from
two principal sources: original equipment manufacturers who may have in-house
capabilities similar to ours, and other medical outsourcing and products
companies who sell to original equipment manufacturers or directly to customers.
Many of our competitors are larger and have substantially greater financial,
research and development and manufacturing resources. Price and quality are the
primary competitive factors in the markets in which we compete. As competition
in the market for medical products continues to increase, we may experience
pricing pressure, which could result in a material adverse effect on our
business, results of operation and financial condition.

Our Business Success Depends on Hiring and Retaining Key Personnel.

     Our success depends to a significant extent on the continued service of
certain of our key managerial, technical and engineering personnel, particularly
our President and Chief Executive Officer, John V. Atanasoff II. Our future
success will be dependent on our continuing ability to attract, train,
assimilate and retain highly qualified engineering, technical and managerial
personnel experienced in commercializing medical products. The labor market is
tight and competition for such personnel is intense, the available pool of
qualified candidates is limited and there can be no assurance that we can retain
our key engineering, technical and managerial personnel or that we can attract,
train, assimilate or retain other highly qualified engineering, technical and
managerial personnel in the future. The loss of Mr. Atanasoff or any of our
other key personnel or our inability to hire, train, assimilate or retain
qualified personnel could have a material adverse effect on our business,
results of operations and financial condition.

If We Do Not Comply With Regulatory Requirements, Our Projects and Revenue Can
Be Adversely Affected.

     We are subject to a variety of regulatory agency requirements in the United
States and foreign countries relating to many of the products that we develop
and manufacture. The process of obtaining and maintaining

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required regulatory approvals and otherwise remaining in regulatory compliance
can be lengthy, expensive and uncertain.

The FDA inspects manufacturers of certain types of devices before providing a
clearance to manufacture and sell such device, and the failure to pass such an
inspection could result in delay in moving ahead with a product or project. We
are required to comply with the FDA's quality system regulation for the
manufacture of medical products. In addition, in order for devices we design or
manufacture to be exported and for us and our customers to be qualified to use
the "CE" mark in the European Union, we maintain ISO 9001/EN 46001 certification
which, like the quality system regulation, subjects our operations to periodic
surveillance audits. To ensure compliance with various regulatory and quality
requirements, we expend significant time, resources and effort in the areas of
training, production and quality assurance. If we fail to comply with regulatory
or quality regulations or other FDA or applicable legal requirements, the
governing agencies can issue warning letters, impose government sanctions and
levy serious penalties. In addition, the continued sale of products we
manufacture may be halted or otherwise restricted. Any such actions could have
an adverse effect on the willingness of customers and prospective customers to
do business with us. In addition, any such noncompliance or increased cost of
compliance could have a material adverse effect on our business, results of
operations and financial condition.

The Products We Design and Manufacture May Be Subject to Product Recalls and May
Subject Us to Product Liability Claims.

     Most of the products we design or manufacture are medical devices, many of
which may be used in life-sustaining or life-supporting roles. The tolerance for
error in the design, manufacture or use of these products may be small or
nonexistent. If a product we designed or manufactured is found to be defective,
whether due to design or manufacturing defects, to improper use of the product
or to other reasons, the product may need to be recalled, possibly at our
expense. Furthermore, the adverse effect of a product recall on our business
might not be limited to the cost of the recall. Recalls, especially if
accompanied by unfavorable publicity or termination of customer contracts, could
result in substantial costs, loss of revenues and damage to our reputation, each
of which would have a material adverse effect on our business, results of
operations and financial condition.

The manufacture and sale of the medical devices we develop and manufacture
involves the risk of product liability claims. Although we generally obtain
indemnification from our customers for products we manufacture to the customers'
specifications and we maintain product liability insurance, there can be no
assurance that the indemnities will be honored or the coverage of our insurance
policies will be adequate. In addition, we are not indemnified with respect to
our products which are sold directly to end-users. Further, we generally provide
a design defect warranty and indemnify our customers for failure of a product to
conform to design specifications and against defects in materials and
workmanship. Product liability insurance is expensive and in the future may not
be available on acceptable terms, in sufficient amounts, or at all. A successful
product liability claim in excess of our insurance coverage or any material
claim for which insurance coverage was denied or limited and for which
indemnification was not available could have a material adverse effect on our
business, results of operations and financial condition.

Year 2000 Issue.

     Many existing computer systems and applications, and other control devices,
use only two digits to identify a year in the date code field, and were not
designed to account for the upcoming change in the century. As a result, such
systems and applications could fail or create erroneous results unless corrected
so that they can process data related to the Year 2000. We rely on our systems,
applications and devices in operating and monitoring all major aspects of our
business, including financial systems (such as general ledger, accounts payable
and accounts receivable modules), inventory and receivables systems, customer
services, infrastructure, embedded computer chips, networks and
telecommunications equipment and end products. We also rely on systems of
external business enterprises such as distributors, suppliers, creditors,
financial organizations, and of governmental entities for accurate exchange of
data. We do not believe that our proprietary products or any of our outsourcing
services projects involve any material Year 2000 risks, and we do not presently
anticipate that the costs to address the Year 2000 issue will be material. Even
if our internal systems and the systems and software in our proprietary products
and our outsourcing products are not materially affected by the Year 2000 issue,
we could be affected through

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disruptions in the operation of the enterprises with which we interact. If the
Year 2000 issue affects the ability of our component suppliers to meet delivery
schedules for the components needed to manufacture our products, we may not be
able to timely meet our obligations to our customers. This would likely have an
adverse impact on our business, financial condition and operating results which
could be material.

Common Stock Held by Insiders and Sales of Shares Issuable Upon Exercise of
Stock Options May Adversely Affect Stock Price.

     On the date of this prospectus there were a total of approximately 12.0
million shares of common stock outstanding, of which approximately 10.3 million
are freely tradable, which number includes the 736,324 shares offered pursuant
to this prospectus. The remaining 1.7 million shares are held by Colorado
MEDtech officers and directors and their affiliates. Such shares are eligible
for sale in the public markets in accordance with the volume restrictions of
Rule 144 under the Securities Act of 1933, which are not a practical impediment
to the sale of large numbers of such shares. In addition, there are outstanding
warrants and stock options to purchase approximately 2.9 million shares of
common stock, approximately 1.2 million of which are currently exercisable or
become exercisable in 60 days from the date of this registration statement.
Except as limited by Rule 144 volume limitations applicable to affiliates,
shares issued upon the exercise of warrants and options to purchase Colorado
MEDtech stock generally are available for sale in the open market. Investors
should understand that even if our financial performance is good, future sales
of the shares of common stock referred to above could adversely affect the
market price of the common stock.

                          FORWARD LOOKING STATEMENTS

     This prospectus contains forward looking statements that have been made
under the provisions of the Private Securities Litigation Reform Act of 1995.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates" and variations of these words and similar expressions are intended
to identify forward looking statements. We have based these statements on our
current expectations about future events. Although we believe that our
expectations about future events are reasonable, we cannot assure you that these
expectations will be achieved. Important factors that would cause our actual
results to differ materially from the forward looking statements in this
prospectus are described in the "Risk Factors" and elsewhere in this prospectus.
We urge you to carefully consider these factors. We caution you that any forward
looking statements are not guarantees of future performance and involve
significant risks and uncertainties and that actual results may differ
materially from those projected in the forward looking statements as a result of
various factors. All forward looking statements attributable to us are expressly
qualified in their entirety by the foregoing cautionary statement.

                                USE OF PROCEEDS

     Colorado MEDtech will not receive any part of the proceeds from the sale of
the common stock. All net proceeds from the sale of the common stock will go to
the selling shareholders.

                             SELLING SHAREHOLDERS

     The following table sets forth certain information with respect to the
common stock beneficially owned by the selling shareholders as of December 23,
1999, and as adjusted to give effect to the sale of such securities. The common
stock is being registered to permit public secondary trading of such securities,
and the selling shareholders may offer such securities for resale from time to
time. See "Plan of Distribution".

     Except as set forth below, none of the selling shareholders has had a
material relationship with Colorado MEDtech within the past three years other
than as a result of ownership of Colorado MEDtech common stock. The common stock
may be offered from time to time by the selling shareholders named below or
their nominees, and this prospectus may be required to be delivered by persons
who may be deemed to be underwriters in connection

                                       8
<PAGE>

with the offer or sale of such securities. See "Plan of Distribution". In
accordance with the rules of the SEC, the columns "Common Stock Owned After
Offering" show the amount of securities owned by the selling shareholders after
the offering. The numbers in such columns assume all common stock registered and
offered by this prospectus, shown in the column "Common Stock Offered", are sold
by the selling shareholders. However, the selling shareholders are not required
to sell any of the common stock offered, and the selling shareholders may sell
as many or as few shares of common stock as they choose. See "Plan of
Distribution".

<TABLE>
<CAPTION>
Name of                                           Common Stock            Common Stock          Common Stock
Selling Shareholders                         Owned Prior to Offering         Offered        Owned After  Offering
- --------------------                         -----------------------         -------        ---------------------
                                              Amount          Percent(1)                    Amount(2)       Percent(1)
                                              ------          -------                       ------          -------
<S>                                          <C>              <C>         <C>               <C>             <C>
Victor Wedel(3)                               692,667              5.8%        692,667         0               --
Victor Wedel(3) and Sherrill Wedel             43,657               --          43,657         0               --
All Selling Shareholders                      736,324              6.1%        736,324         0               --
</TABLE>

______________________
(1)  No percent of class is shown for holders of less than 1%. Percentage
     computations are based on approximately 12,000,000 shares of Common Stock
     outstanding on December 23, 1999.
(2)  Assumes sale of all Common Stock offered hereby. See "Plan of
     Distribution".
(3)  On November 15, 1999, Colorado MEDtech acquired CIVCO Medical Instruments
     Co., Inc. from Victor Wedel in exchange for 692,667 shares of Colorado
     MEDtech common stock. On the same date, Colorado MEDtech acquired the
     facility housing the CIVCO business from Victor Wedel and Sherrill Wedel in
     exchange for 43,657 shares of Colorado MEDtech common stock. Mr. Wedel is a
     director of the Company's wholly-owned subsidiary, CIVCO Medical
     Instruments Co., Inc.

                             PLAN OF DISTRIBUTION

     The distribution of the Shares by the Selling Shareholders is not subject
to any underwriting agreement. The Shares offered by the Selling Shareholders
may be sold from time to time at designated prices that may be changed, at
market prices prevailing at the time of sale, at prices relating to such
prevailing market prices or at negotiated prices. The Selling Shareholders are
not required to sell any of the Shares offered, and the Selling Shareholders may
sell as many or as few Shares as they choose. In addition, the Selling
Shareholders may sell the Shares through customary brokerage channels, either
through broker-dealers acting as agents or principals. The Selling Shareholders
may effect such transactions by selling Shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of underwriting
discounts, concessions, commissions or fees from the Selling Shareholders and/or
purchasers of the Shares for whom such broker-dealers may act as agent, or to
whom they sell as principal, or both (which compensation to a particular broker-
dealer might be in excess of customary commissions). Any broker-dealers that
participate with any of the Selling Shareholders in the distribution of Shares
may be deemed to be underwriters and any commissions received by them and any
profit on the resale of Shares positioned by them might be deemed to be
underwriting discounts and commissions within the meaning of the Securities Act,
in connection with such sales. The Company has entered into a Selling Agreement
with holders of all of the Shares offered hereby, which contains the Company's
agreement to indemnify the Selling Shareholders for losses or damages, including
losses or damages under the Securities Act, to which the Selling Shareholders
may become subject arising out of or based upon untrue statements of fact
contained in the Registration Statement of which this Prospectus is a part.

                                INDEMNIFICATION

     The Colorado Business Corporation Act (the "Colorado Act") permits the
Company to indemnify an officer or director who was or is a party or is
threatened to be made a party to any proceeding because of his or her position,
if: (i) the officer or director acted in good faith; (ii) the person reasonably
believed, in the case of conduct in an official capacity with the Company, that
his or her conduct was in the best interests of the Company, or in all other
cases, that his or her conduct was at least not opposed to the Company's best
interests; and, (iii) in the case of a

                                       9
<PAGE>

criminal proceeding, the person had no reasonable cause to believe his or her
conduct was unlawful. If the officer or director is successful on the merits in
such a proceeding, the Colorado Act requires the Company to indemnify the
officer or director against all expenses, including attorneys' fees incurred in
connection with any such proceeding. The Colorado Act authorizes the Company to
advance expenses incurred in defending any such proceeding under certain
circumstances. Article VIII of the Company's Articles of Incorporation, as
amended, provide that the Company shall indemnify its officers and directors to
the fullest extent permitted by the Colorado Act.

     The Colorado Act permits the Company to limit the personal liability of its
directors for monetary damages for breaches of fiduciary duty as a director,
except for breaches that involve the director's duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, acts involving unlawful dividends or stock redemptions or
transactions from which the director derived an improper personal benefit.
Article XIII of the Company's Articles of Incorporation, as amended, includes
such a provision which limits the personal monetary liability of its directors.

     Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act (the "Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

                                    EXPERTS

The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in accounting and auditing in giving said
reports.

                                 LEGAL OPINION

          The legality of the Common Stock offered will be passed upon for the
Company by Chrisman, Bynum & Johnson, P.C., 1900 Fifteenth Street, Boulder, CO
80302.

                                      10
<PAGE>

                            ______________________

You should rely only on the information contained or incorporated by reference
in this  prospectus.  We have not authorized any other person to provide you
with different information.  If anyone provides you with different or
inconsistent information, you should not rely on it.  We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted.  You should assume that the information appearing in this prospectus
or incorporated by reference is accurate only as of the date on the front cover
of this prospectus.  Our business and financial condition may have changed since
that date.

                            ______________________

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Documents Incorporated by Reference....................................        2
Material Changes.......................................................        2
Available Information..................................................        2
Risk Factors...........................................................        3
Forward Looking Statements.............................................        8
Use of Proceeds........................................................        8
Selling Shareholders...................................................        8
Plan of Distribution...................................................        9
Indemnification........................................................        9
Experts................................................................       10
Legal Opinion..........................................................       10
</TABLE>

                                736,324 Shares



                            Colorado MEDtech, Inc.


                          Common Stock (No Par Value)



                                  PROSPECTUS



                  ___________________________________________



                  ___________________________________________


                               February 7, 2000
<PAGE>

                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.
          --------------------------------------------

          The expenses in connection with the issuance and distribution of the
securities being registered, other than brokerage discounts, fees or
commissions, are:

<TABLE>
<CAPTION>
<S>                                      <C>
Commission Registration Fee               $
                                            1,555
Accounting Fees and Expenses                1,500
Legal Fees and Expenses                     1,000
Miscellaneous Expenses                      1,000
                                           ======

Total                                     $ 5,055
</TABLE>

     All expenses, except the registration fee, are estimated. The Company will
pay all expenses in connection with this offering.

Item 15.  Indemnification of Officers and Directors.
          ------------------------------------------

          The Colorado Business Corporation Act (the "Colorado Act") permits the
Company to indemnify an officer or director who was or is a party or is
threatened to be made a party to any proceeding because of his or her position,
if: (i) the officer or director acted in good faith; (ii) the person reasonably
believed, in the case of conduct in an official capacity with the Company, that
his or her conduct was in the best interests of the Company, or in all other
cases, that his or her conduct was at least not opposed to the Company's best
interests; and, (iii) in the case of a criminal proceeding, the person had no
reasonable cause to believe his or her conduct was unlawful. If the officer or
director is successful on the merits in such a proceeding, the Colorado Act
requires the Company to indemnify the officer or director against all expenses,
including attorneys' fees incurred in connection with any such proceeding. The
Colorado Act authorizes the Company to advance expenses incurred in defending
any such proceeding under certain circumstances. Article VIII of the Company's
Articles of Incorporation, as amended, provide that the Company shall indemnify
its officers and directors to the fullest extent permitted by the Colorado Act.

     The Colorado Act permits the Company to limit the personal liability of its
directors for monetary damages for breaches of fiduciary duty as a director,
except for breaches that involve the director's duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, acts involving unlawful dividends or stock redemptions or
transactions from which the director derived an improper personal benefit.
Article XIII of the Company's Articles of Incorporation, as amended, includes
such a provision which limits the personal monetary liability of its directors.

                                     II-1
<PAGE>

Item 16.  Exhibits
          --------

<TABLE>
<CAPTION>
Exhibit
Number                        Description of Exhibit
- ------                        ----------------------
<S>       <C>
 1.1*     Form of Selling Agreement
 2.1      Plan and Agreement of Share Exchange dated November 15, 1999, by and
          among Colorado MEDtech, Inc., CIVCO Medical Instruments Co., Inc., and
          Victor Wedel./(1)/
 4.1      Form of Certificate for Shares of Common Stock./(2)/
 5.1*     Opinion of Chrisman, Bynum & Johnson, P.C.
23.1*     Consent of Arthur Andersen LLP.
23.2*     Consent of Chrisman, Bynum & Johnson, P.C. (contained in the opinion
          filed as Exhibit 5.1).
24.1*     Power of attorney (included in signature page of original filing).
</TABLE>

_________

* Previously filed
(1)  Incorporated by reference from the Company's Current Report on Form 8-K
dated November 15, 1999.
(2) Incorporated by reference from the Company's Registration Statement No. 2-
83841-D on Form S-18, dated May 17, 1983.


Item 17.  Undertakings
          ------------

          (1)  The undersigned Registrant hereby undertakes:

               A.   To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment to
this Registration Statement:

                    (i)    To include any prospectus required by Section
10(a)(3) of the Securities Act;

                    (ii)   To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;

                    (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;

               provided, however, that the undertakings set forth in Paragraph
(i) and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

          B.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          C.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                     II-2
<PAGE>

          (2)  The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-3
<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-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boulder, State of Colorado, on the 7th day of
February,2000.

                               COLORADO MEDTECH, INC.


                               By: /s/ John V. Atanasoff II
                               -------------------------------------------

                               John V. Atanasoff II, Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                           Title                                  Date
- ---------                           -----                                  ----
<S>                                 <C>                                    <C>
  /s/ John V. Atanasoff II          Chief Executive Officer,               February 7, 2000
- -------------------------------     President and Director
John V. Atanasoff II                (Principal Executive Officer)

*                                   Director                               February 7, 2000
- -------------------------------
Dean A. Leffingwell

*                                   Director                               February 7, 2000
- -------------------------------
Ira M. Langenthal

*                                   Director                               February 7, 2000
- -------------------------------
Robert L. Sullivan

*                                   Director                               February 7, 2000
- -------------------------------
Clifford W. Mezey

*                                   Director                               February 7, 2000
- -------------------------------
John P. Jenkins
</TABLE>

                                     II-4
w
<PAGE>

<TABLE>
<S>                                 <C>                                    <C>
       *                            Director                               February 7, 2000
- -------------------------------
         John E. Wolfe

      /s/ Stephen P. Hall           Chief Financial Officer                February 7, 2000
- -------------------------------     (Principal Accounting Officer)
        Stephen P. Hall
</TABLE>

*By: /s/ John V. Atanasoff
     ---------------------
     John V. Atanasoff
     Attorney-in-fact


                                     II-5
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                        Description of Exhibit                                 Page
- ------                        ----------------------                                 ----
<S>       <C>                                                                        <C>
 1.1*     Form of Selling Agreement
 2.1      Plan and Agreement of Share Exchange dated November 15, 1999, by and
          among Colorado MEDtech, Inc., CIVCO Medical Instruments Co., Inc., and
          Victor Wedel./(1)/
 4.1      Form of Certificate for Shares of Common Stock./(2)/
 5.1*     Opinion of Chrisman, Bynum & Johnson, P.C.
23.1*     Consent of Arthur Andersen LLP.
23.2*     Consent of Chrisman, Bynum & Johnson, P.C. (contained in the opinion
          filed as Exhibit 5.1).
24.1*     Power of attorney (included in signature page of original filing).
</TABLE>

_________

* Previously filed.
(1)  Incorporated by reference from the Company's Current Report on Form 8-K
dated November 15, 1999.
(2)  Incorporated by reference from the Company's Registration Statement No. 2-
83841-D on Form S-18, dated May 17, 1983.




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