<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Colorado MEDtech, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF COLORADO MEDTECH, INC.
TO BE HELD NOVEMBER 17, 2000
To the Shareholders of Colorado MEDtech, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Colorado
MEDtech, Inc., a Colorado corporation (the "Company"), will be held on November
17, 2000 at 3:00 p.m. at the Regal Harvest House Hotel, 1345 28th Street,
Boulder, Colorado for the following purposes:
1. To elect eight directors to serve until the next Annual Meeting of
Shareholders or until their respective successors are elected and
qualified;
2. To transact any other business as may properly come before the Annual
Meeting or any adjournment thereof.
The close of business on October 2, 2000, has been fixed as the record date for
the determination of holders of Colorado MEDtech, Inc. Common Stock entitled to
notice of, and to vote at, the Annual Meeting, and only shareholders of record
at such time will be so entitled to vote.
Whether or not you expect to attend the Annual Meeting, holders of Colorado
MEDtech, Inc. Common Stock should complete, date, and sign the enclosed form of
proxy card and mail it promptly in the enclosed envelope.
By Order of the Board of Directors
/s/ Peter J. Jensen
Peter J. Jensen
Secretary of the Corporation
Date: October 13, 2000
PLEASE SIGN AND RETURN THE ENCLOSED FORM OF PROXY PROMPTLY WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE ANNUAL MEETING. THE GIVING OF A PROXY WILL NOT
AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
COLORADO MEDTECH, INC.
6175 Longbow Drive
Boulder, CO 80301
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
November 17, 2000
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Colorado MEDtech, Inc., a Colorado
corporation ("Colorado MEDtech" or the "Company"), for use at the Annual Meeting
of Shareholders of the Company to be held on November 17, 2000 at 3:00 p.m. at
the Regal Harvest House Hotel, 1345 28th Street, Boulder, Colorado, and at any
and all adjournments or postponements of such meeting.
If the enclosed Proxy Card is properly executed and returned in time to be
voted at the meeting, the shares of Common Stock represented will be voted in
accordance with the instructions contained therein. Executed proxies that
contain no instructions will be voted FOR each of the proposals described
herein. Abstentions and broker non-votes will have no effect on the result of
the vote, although they will count toward the presence of a quorum. The proxies
will be tabulated and votes counted by ComputerShare Investor Services, Inc. It
is anticipated that this Proxy Statement and the accompanying Proxy will be
mailed to the Company's shareholders on or about October 13, 2000.
Shareholders who execute proxies for the Annual Meeting may revoke their
proxies at any time prior to their exercise by delivering written notice of
revocation to the Company, by delivering a duly executed Proxy Card bearing a
later date, or by attending the meeting and voting in person.
The costs of the meeting, including the costs of preparing and mailing the
Proxy Statement and Proxy, will be borne by the Company. Additionally, the
Company may use the services of its Directors, officers and employees to solicit
proxies, personally or by telephone, but at no additional salary or
compensation. The Company will also request banks, brokers, and others who hold
shares of Common Stock of the Company in nominee names to distribute proxy
soliciting materials to beneficial owners, and will reimburse such banks and
brokers for reasonable out-of-pocket expenses which they may incur in so doing.
The Company has retained D. F. King & Co., Inc. to aid in the solicitation of
proxies and to verify related records at a fee of $10,000 plus expenses.
OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to vote at the Annual Meeting is
October 2, 2000. At the close of business on that day there were 12,604,687
shares of no par value Common Stock (the "Common Stock") of the Company
outstanding and entitled to vote at the meeting.
<PAGE>
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
outstanding Common Stock is necessary to constitute a quorum for each matter
voted upon at the Annual Meeting. In deciding all questions, a holder of Common
Stock is entitled to one vote, in person or by proxy, for each share held in his
or her name on the record date.
ACTION TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the shareholder otherwise specifies in the
proxy, will be voted (i) FOR the election of each of the eight nominees named
herein for the office of director; and (ii) at the discretion of the proxy
holders, on any other matter that may properly come before the meeting or any
adjournment or postponement thereof.
Where shareholders have appropriately specified how their proxies are to be
voted, they will be voted accordingly. If any other matter of business is
brought before the meeting, the proxy holders may vote the proxies at their
discretion. The directors do not know of any such other matter or business.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of the Company's Common Stock, as of October 2, 2000, by
each person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, certain executive officers, each director and director
nominee of the Company, and all directors and executive officers as a group.
Except as indicated in the footnotes to the table and subject to applicable
community property laws, the Company believes that each of such persons has the
sole voting and dispositive power over the shares held by him except as
otherwise indicated.
Amount and Nature
Name and Address of Beneficial
Of Beneficial Owner Ownership Percent of Class
------------------- --------- ----------------
HEI, Inc. 1,214,500 9.6%
1495 Steiger Lake Lane
Victoria, MN 55386
John V. Atanasoff 895,945(1) 6.8%
6175 Longbow Drive
Boulder, CO 80301
Clifford W. Mezey 437,032(2) 3.5%
6175 Longbow Drive
Boulder, CO 80301
-2-
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Amount and Nature
Name and Address of Beneficial
Of Beneficial Owner Ownership Percent of Class
------------------- --------- ----------------
Dean A. Leffingwell 420,999(3) 3.3%
6175 Longbow Drive
Boulder, CO 80301
Lockett E. Wood, Ph.D. 151,025(4) 1.2%
6175 Longbow Drive
Boulder, CO 80301
John E. Wolfe 150,000(5) 1.2%
6175 Longbow Drive
Boulder, CO 80301
Robert L. Sullivan 140,413(6) 1.1%
6175 Longbow Drive
Boulder, CO 80301
Ira M. Langenthal, Ph.D. 61,600(7) *
6175 Longbow Drive
Boulder, CO 80301
John P. Jenkins 35,000(8) *
6175 Longbow Drive
Boulder, CO 80301
Stephen K. Onody 12,500(9) *
6175 Longbow Drive
Boulder, CO 80301
Stephen P. Hall 12,500(10) *
6175 Longbow Drive
Boulder, CO 80301
Charles R. Klasson, Jr. 6,250(11) *
6175 Longbow Drive
Boulder, CO 80301
All Directors and Executive 2,172,880(12) 16.3%
Officers as a group (12 persons)
-------------------------------
* Less than one percent (1%)
(1) Includes (a) 1,000 shares owned by Mr. Atanasoff's wife, (b) 1,800 shares
owned by Mr. Atanasoff's stepson, (c) 800 shares owned by Mr. Atanasoff's
stepdaughter, as to all of which he disclaims beneficial ownership and (d)
options to purchase 505,653 shares, which are currently exercisable or
become exercisable within 60 days.
(2) Includes 341,932 shares held by the Petsy G. Mezey Trust, of which Mr.
Mezey is a trustee. Also includes 30,000 shares that are held by the
Clifford W. Mezey Trust, of which Mr. Mezey is a trustee. Also includes
warrants to acquire 30,000 shares, which are currently exercisable or
become exercisable within 60 days.
(3) Includes warrants to acquire 30,000 shares, which are currently exercisable
or become exercisable within 60 days.
(4) Includes options to acquire 40,125 shares, which are currently exercisable
or become exercisable within 60 days.
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(5) Includes warrants to acquire 45,000 shares, which are currently exercisable
or become exercisable within 60 days.
(6) Includes warrants to acquire 45,000 shares, which are currently exercisable
or become exercisable within 60 days.
(7) Includes warrants to acquire 60,000 shares, which are currently exercisable
or become exercisable within 60 days.
(8) Includes warrants to purchase 25,000 shares, which are currently
exercisable or become exercisable within 60 days.
(9) Includes options to acquire 12,500 shares, which are currently exercisable
or become exercisable within 60 days.
(10) Includes options to acquire 12,500 shares, which are currently exercisable
or become exercisable within 60 days.
(11) Includes options to acquire 6,250 shares, which are currently exercisable
or become exercisable within 60 days.
(12) Includes warrants and options to acquire 770,153 shares, which are
currently exercisable or become exercisable within 60 days.
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees
Pursuant to the Bylaws, the authorized number of directors of the Company
has been set at eight, and eight directors are to be elected at the meeting.
Each nominee will be elected to hold office until the next annual meeting of
shareholders or until his successor is elected and qualified. If a quorum is
present, the eight nominees having the highest number of votes cast in favor of
their election will be elected. Should any nominee become unable or unwilling
to accept nomination or election, the proxy holders may vote the proxies for the
election, in his stead, of any other person the Board of Directors may
recommend. Each nominee has expressed his intention to serve the entire term
for which election is sought.
THE BOARD OF DIRECTORS RECOMMEND THAT SHAREHOLDERS VOTE FOR EACH NOMINEE
---
FOR THE BOARD OF DIRECTORS.
The Board of Directors' nominees for the office of director are as follows:
Year First
Became a
Name Age Director
---- --- --------
John V. Atanasoff 65 1993
(C)(N)(S)
Stephen K. Onody 47 2000
(N)(S)(C)
Dean A. Leffingwell 51 1977(1)
(N)(S)
Robert L. Sullivan 63 1985
(A)(C)(S)(O)
Clifford W. Mezey 71 1989(1)
(A)(C)(S)(O)
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Year First
Became a
Name Age Director
---- --- --------
John E. Wolfe 62 1993
(A)(S)
Ira M. Langenthal, Ph.D. 64 1996
(N)(S)(O)
John P. Jenkins 50 1999
(S)(C)
__________________________________
(A) Member of the Audit Committee
(C) Member of the Compensation Committee
(N) Member of the Nominating Committee
(S) Member of the Strategic Planning Committee
(O) Member of the Options Committee
(1) Date became a director of RELA, Inc. ("RELA"). Became a director of the
Company in October 1992 in connection with the merger of RELA and the
Company.
Mr. Atanasoff has been Chairman of the Board of the Company since June
1993. Mr. Atanasoff was Chief Executive Officer of the Company from June 1993
to June 2000. From 1989 until January 1993, Mr. Atanasoff served as Chief
Executive Officer of Cybernetics Products, Inc., a publicly-traded company that
develops and manufactures computer controlled equipment for the electronics
industry and computer graphic scanners and cameras for the motion picture and
audio visual markets. For more than five years prior to 1989, Mr. Atanasoff
held various senior management positions with the Fluid Technology Group of
EG&G, Inc. and Textron Systems (formerly AVCO Systems).
Mr. Onody has served as Chief Executive Officer and President of the
Company since June 2000. From July 1999 to June 2000, Mr. Onody was Vice
President - Business Development of the Company. From 1995 to June 1999, he was
Vice President of Global Corporate Business & New Product Development at Vital
Signs, Inc., a manufacturer of single patient use anesthesia, respiratory and
critical care devices. Mr. Onody was also the General Manager and Operating
Officer of the West Coast Division of Vital Signs. From 1992 to 1995, he was
founder and general manager of a private management and technology group focused
on identifying and funding medical technology companies. Prior to 1992, Mr.
Onody held general management, senior executive, senior marketing and business
development management positions at SpaceLabs Medical, Inc. and Boston
Scientific Corporation.
Since November of 1999, Mr. Leffingwell has been Senior Vice President,
Process and Project Management, of publicly held Rational Software Corporation.
Rational helps organizations develop and deploy software for e-business, e-
infrastructure, and e-devices through a combination of tools, services and
software engineering best practices. From February 1997 to November 1999, he
was Vice President and general manager of Rational University. From 1993 to
1997, he was Chief Executive Officer of Requisite, Inc., which developed and
marketed software tools for requirements management, and which was purchased by
Rational in 1997. From 1992 to 1993, Mr. Leffingwell served as Chairman and
Vice President of Business Development of the Company. He also served as the
Chief Executive Officer of RELA which he co-founded in 1977.
Mr. Sullivan is retired from Chiron Diagnostics Corporation, a manufacturer
and marketer of medical diagnostic equipment and supplies, where from 1985 to
March 1999 he served as Senior Vice President-Finance. From 1962 to 1985, Mr.
Sullivan held several operating and financial positions with Corning Glass
Works.
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<PAGE>
Prior to his retirement in 1994, Mr. Mezey was the majority owner and Chief
Executive Officer of Mezey-Puroll Automotive, Inc., an automotive manufacturer's
representative company in Michigan, for more than five years. From 1981 to 1994
he was the owner and Chief Executive Officer of Interstate Industries, Inc., a
manufacturer of truck wiring harnesses in Michigan.
Mr. Wolfe has served as President and Chief Executive Officer since 1986 of
Metrisa, Inc., a manufacturer and marketer of on-line liquid and gas analyzers
to the process and environmental industries. Prior to 1986, he held various
senior management positions with EG&G Sealol, Inc., Masoneilan International,
Inc. (Division of Studebaker Worthington), Litton Industries and General
Electric Company. Mr. Wolfe is a member of the board of directors of Metrisa,
Inc.
Dr. Langenthal has been a corporate consultant and private investor since
1991. He joined Honeywell, Inc. in 1972 as a result of Honeywell's acquisition
of Signal Analysis Industries, a public company he co-founded. Dr. Langenthal
held various senior management positions at Honeywell, and from 1986 to 1990 he
was Vice President/General Manager of Honeywell's Test Instruments Division, a
manufacturer of information storage products and systems. In 1990 this business
was part of a corporate spin-off forming a new company, Alliant Techsystems,
Inc. at which Dr. Langenthal continued to serve as Vice President/General
Manager until his departure in 1991.
Mr. Jenkins is an independent consultant serving a variety of clients in
high technology industries. From 1995 until 1999 Mr. Jenkins served as
Chairman, CEO and President of TAVA Technologies Inc., a leading provider of
automation and information technology (IT) solutions to process and
manufacturing industries. In 1995, TAVA was acquired by The Real Software
Group, an international IT services company based in Belgium, and merged with
its other U.S. operations to form Real Enterprise Solutions. Mr. Jenkins served
as CEO and President of Real Enterprise Solutions until July 2000. From 1990 to
1995 Mr. Jenkins was President of Morgan Technical Ceramics, Inc., a subsidiary
of Morgan Crucible Plc., a developer and manufacturer of industrial ceramics and
other advanced materials.
See also "Certain Litigation" for information regarding certain litigation
to which the members of the Board of Directors and the Company are parties.
Committees of the Board of Directors
The Company has an Audit Committee, a Compensation Committee, a Nominating
Committee, an Options Committee and a Strategic Planning Committee. The Audit
Committee is responsible for (i) reviewing the scope of the annual audit, (ii)
reviewing with the independent auditors the corporate accounting practices and
policies, (iii) reviewing with the independent auditors their final report, and
(iv) being available to the independent auditors during the year for
consultation purposes. Each of the members of the Audit Committee are
"independent" as required by the rules of the SEC and the Nasdaq Stock Market.
The Audit Committee met five (5) times in the fiscal year ended June 30, 2000.
The Compensation Committee determines the compensation of the officers of the
Company and performs other similar functions. The Compensation Committee met
four (4) times in the fiscal year ended June 30, 2000. The Nominating Committee
is responsible for reviewing potential candidates for director and for the
recommendation of candidates to the Board. The Nominating Committee will
consider candidates suggested by directors and shareholders. Nominations from
shareholders submitted in accordance with the Company's bylaws will be referred
to the Nominating Committee for consideration. The Nominating Committee met six
(6) times during the fiscal year ended June 30, 2000. The Strategic Planning
Committee is responsible for reviewing new product, licensing and acquisition,
as well as other strategic issues. The Strategic Planning Committee met four
(4) times in the fiscal year ended June 30, 2000. The Options Committee was
created in August 2000 and is responsible for administering the Company's Stock
Option Plan during periods between meetings of the full Board of Directors.
-6-
<PAGE>
Directors are reimbursed for expenses incurred for attending any Board or
committee meeting. There is no family relationship between any current or
prospective director of the Company and any other current or prospective
executive officer of the Company.
During the fiscal year ended June 30, 2000, there were four (4) regular
meetings and eight (8) special meetings of the Board of Directors. All
directors attended at least 75% of the meetings of the Board and committees of
the Board on which they were members.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of the
Company's Common Stock to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common Stock
of the Company. Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company during the fiscal year ended June 30, 2000 and
Forms 5 and amendments thereto furnished to the Company with respect to the
fiscal year ended June 30, 2000, to the best of the Company's knowledge, the
Company's directors, officers and holders of more than 10% of its Common Stock
complied with all Section 16(a) filing requirements.
Executive Officers
The following persons are the executive officers of the Company:
Name Position
---- --------
Stephen K. Onody Chief Executive Officer and President
Gregory A. Gould Chief Financial Officer and Treasurer
Frank Maguire Chief Operations Officer
Charles R. Klasson, Jr. President of CIVCO Medical Instruments Co.,
Inc. subsidiary
Kenneth D. Taylor, Ph.D. Vice President/General Manager of RELA
division of the Company
Information concerning the business experience of Mr. Onody is provided
under the section entitled "Election of Directors."
Gregory A. Gould, age 34. Mr. Gould has served as Chief Financial Officer
------------------------
and Treasurer of the Company since August 2000. From February 1996 to August
2000, he was director of finance of the Company. From August 1990 to February
1996, Mr. Gould was an accountant with Arthur Andersen LLP. Mr. Gould is a
certified public accountant.
Frank Maguire, age 47. Mr. Maguire has served as Chief Operations Officer
---------------------
of the Company since August 2000. As Chief Operations Officer, Mr. Maguire is
responsible for the Company's manufacturing operations and its human resources
and management information systems. From 1997 to March 2000, he was Vice
President/General Manager of Baxter Research Medical, Inc., a supplier of
cardiovascular products. Baxter Research Medical was part of the Cardiovascular
Group of Baxter Healthcare Corporation and is now a division of Edwards Life
Sciences. From 1992 to 1997, Mr. Maguire was Vice President -- Operations of
Bard Access Systems, a division of C.R. Bard, Inc. specializing in vascular
access products.
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<PAGE>
Charles R. Klasson, Jr., age 42. Mr. Klasson has served as President of
-------------------------------
CIVCO since 1996. During a portion of 1996, Mr. Klasson was Chief Financial
Officer and Chief Operating Officer of CIVCO. From 1994 to 1996, Mr. Klasson
was Director of Business Development and National Accounts Manager for the D.C.
Taylor Company, a national commercial and industrial construction company.
Prior to such time, Mr. Klasson held senior management positions in the
telecommunications and manufacturing industries.
Kenneth D. Taylor, Ph.D., age 50. Dr. Taylor has served as Vice
--------------------------------
President/General Manager of RELA division of the Company since August 2000.
Prior to joining the company, from 1999 to 2000, Dr. Taylor was a consultant
providing technology assessment, development and project management services to
medical device companies. From 1998 to 1999, Dr. Taylor was Vice President --
Product Development for MedLogic Global Corp., a medical device company
specializing in biomedical adhesives. From 1993 to 1998, Dr. Taylor was Vice
President -- Research and Development for Valleylab, Inc., a Tyco Healthcare
Group division specializing in surgical products for tissue coagulation and
cutting.
The Chief Executive Officer is appointed by the Board of Directors and
serves at the Board's discretion. The Board of Directors, and such other
officers as the Board of Directors may authorize from time to time, may appoint
as additional officers one or more vice presidents, assistant secretaries,
assistant treasurers, and such other subordinate officers as the Board of
Directors or such other appointing officers deem necessary or appropriate. The
Chief Executive Officer shall have the right to reject the appointment of any
other officer appointed by the Board of Directors. If an additional officer is
appointed by an appointing officer, such additional officer serves at the
discretion of the appointing officer and the Board of Directors.
Certain Litigation
On August 31, 2000, in a filing with the Securities and Exchange
Commission, Anthony Fant, Chief Executive Officer of HEI, Inc., disclosed that
he had been acquiring Colorado MEDtech shares since early May and had
accumulated 1,214,300 shares, or about 9.9% of the total outstanding. In his
filing, he stated his objective was to obtain control of the Company.
On September 11, 2000, Mr. Fant sent a letter to the Board of Directors
proposing a transaction in which HEI would acquire the Company for HEI common
stock having a stated value of $12 per Colorado MEDtech share. HEI's proposal
limited the number of HEI shares that would be issued to 8.5 million. On the
same day it delivered its proposal to the Company, HEI filed suit against the
Company and certain of its directors in a Colorado federal court. HEI's suit
alleges that certain provisions of the Company's bylaws and its shareholders'
rights plan wrongfully limit the rights of shareholders to hold a special
meeting to elect directors. HEI said it intends to demand a special meeting of
shareholders to replace the Company's directors, and seeks declaratory and
injunctive relief with respect to the bylaw provisions and the rights plan.
On October 3, 2000 Roger Blazic, and on October 5, 2000 Walter West, two
persons claiming to be shareholders of the Company, filed separate class action
suits in the Colorado state district court of Boulder County against the Company
and its directors seeking damages for essentially the same alleged wrongs as
were claimed in HEI's complaint. The Company and its directors intend to deny
the allegations of wrongdoing in all these suits and to defend the litigation
vigorously.
-8-
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following summary compensation table sets forth the cash compensation
earned for the fiscal years ended June 30, 2000, 1999 and 1998 by the Company's
Chief Executive Officer and by the four highest compensated executive officers
who were serving as executive officers at the end of the 2000 fiscal year whose
individual total cash compensation for the 2000 fiscal year exceeded $100,000
(the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Awards
-----------------------
Securities
Annual Compensation Restricted Underlying
------------------------------- Stock Options/ All Other
Name and Principal Salary Bonus Awards SARS Compensation(1)
Position Year ($) ($) ($) (#) ($)
----------------- ---- ------ ----- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Stephen K. Onody(2) 2000 $130,459 -0- -0- 70,000 $3,914
Chief Executive Officer
and President
John V. Atanasoff(3) 2000 197,522 -0- -0- -0- 4,800
Chairman; Former Chief 1999 200,000 $134,400 -0- -0- 4,904
Executive Officer 1998 170,000 81,396 -0- -0- 5,231
and President
Charles R. Klasson, Jr.(4) 2000 147,916 46,537 -0- 40,000 2,972
President-CIVCO
Stephen P. Hall(5) 2000 107,215 -0- -0- 60,000 0
Former
Chief Financial Officer
Lockett E. Wood, Ph.D.(6) 2000 104,000 -0- -0- 10,000 4,632
Vice President 1999 100,000 50,400 -0- -0- 3,820
1998 95,800 35,039 -0- 60,000 4,028
</TABLE>
-----------------------
(1) Contributions to 401(k) Plan on behalf of the Named Executive Officers.
(2) Mr. Onody was elected Chief Executive Officer and President in June 2000.
He joined the Company in July 1999 as Vice President -- Business
Development.
(3) Mr. Atanasoff retired as Chief Executive Officer and President in June 2000.
(4) Colorado MEDtech acquired CIVCO on November 15, 1999. Figures include
amounts paid by CIVCO from July 1, 1999 through November 15, 1999.
(5) Mr. Hall served as Chief Financial Officer from August 1999 to August 2000.
(6) Dr. Wood resigned as an executive officer of the Company on August 15, 2000.
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<PAGE>
The following table presents information concerning individual grants of
options to purchase Common Stock of the Company made during the fiscal year
ended June 30, 2000 to each of the Named Executive Officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options/SARs Exercise
Underlying Granted to or Grant Date
Options/SARs Employees Base Price Present
Name Granted (#) in Fiscal Year ($/Sh.) Expiration Date Value ($)(1)
---- ------------ ---------------- ---------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Stephen K. Onody 50,000(2) 5.03% $17.50 9/7/04 $505,500
20,000(3) 2.01 3.82 5/23/05 48,600
John V. Atanasoff. -0- -- -- -- --
Charles R. Klasson, Jr. 25,000(4) 2.51 13.19 11/19/04 193,500
15,000(3) 1.51 3.82 5/23/05 36,450
Stephen P. Hall 50,000(2) 5.03 17.50 9/7/04 505,500
10,000(3) 1.01 3.82 5/23/05 24,300
Lockett E. Wood, Ph.D. 2,500(4) 0.25 13.19 11/19/04 19,350
7,500(3) 0.75 3.82 5/23/05 18,225
</TABLE>
-------------------------
(1) Discounted present value of the option grant calculated on the date of
grant using the Black-Scholes option pricing model.
The following assumptions were used in such model:
- expected volatility of the common stock -- 63-72% (based upon the closing
market price at the end of each month since October 1992);
- risk-free rate of return -- 5.25-5.5%;
- dividend yield -- 0%; and
- time of exercise/average adjusted lives -- 5 years (assumes options will be
exercised the day prior to scheduled expiration).
(2) Options vest equally one-fourth each year commencing September 8, 2000.
(3) Options vest equally one-half each year commencing May 24, 2001.
(4) Options vest equally one-fourth each year commencing November 20, 2000.
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<PAGE>
The following table sets forth information concerning the number and value
of options exercised during the fiscal year ended June 30, 2000 and the year-end
value of unexercised options to purchase Common Stock of the Company for each
Named Executive Officer.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Options/SARs at FY-End (#) At FY-End ($)(1)
-------------------------- -------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen K. Onody 0 0 0 70,000 0 $ 49,800
John V. Atanasoff 79,287 $614,340 245,653 260,000 $1,098,069 795,600
Charles R. Klasson, Jr. 0 0 0 40,000 0 37,350
Stephen P. Hall 0 0 0 60,000 0 24,900
Lockett E. Wood, Ph.D. 0 0 37,000 45,000 39,360 18,675
</TABLE>
-----------------------------
(1) Based upon the difference between the fair market value of Company Common
Stock on June 30, 2000 and the exercise price. The fair market value of
Company Common Stock at June 30, 2000 was $6.31 per share, the closing
price of Common Stock on such date.
Director Compensation
Directors of the Company are reimbursed for out-of-pocket expenses incurred
in attending each meeting or committee meeting of the Board of Directors. In
consideration of their service as directors, non-employee directors periodically
receive warrants to purchase common stock of the Company, which warrants
generally vest 15,000 shares per year, subject to continued service on the
Board, and have an exercise price equal to the fair market value of the common
stock on the date of grant. All director warrants have a five-year term from
their grant date. On August 25, 2000, the Company granted a warrant to Director
John Jenkins to purchase 10,000 shares of the Company's common stock for $7.94
per share. The warrant is fully vested and expires in August 2005. In the
aggregate, director warrants to purchase 265,000 shares of common stock are
outstanding, and of such amount, warrants to purchase 15,000 shares expire in
November 2001, warrants to purchase 75,000 shares expire in November 2002,
warrants to purchase 150,000 expire in June 2003, warrants to purchase 15,000
shares expire in June 2004 and warrants to purchase 10,000 shares expire in
August 2005.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors is comprised of
directors Clifford W. Mezey, Robert L. Sullivan, Stephen K. Onody, John P.
Jenkins and John V. Atanasoff. Mr. Onody is Chief Executive Officer and
President of the Company. Mr. Atanasoff is serving as Chairman of the Company
through December 31, 2000, and will receive a salary during such period. Mr.
Jenkins is temporarily providing management consulting services to the Company,
primarily managing the CMED Automation division on an interim basis while the
Company seeks a permanent person for the position. See "Employment Contracts
and Termination of Employment and Change-in-Control Arrangements." The other
-11-
<PAGE>
members of the committee are not employees of the Company and have never been
employed by the Company or any of its subsidiaries.
The Compensation Committee Report on Executive Compensation and the Stock
Performance Graph which follows shall not be deemed to be soliciting material or
to be filed with or incorporated by reference into any filing by the Company
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except
to the extent that the Company specifically incorporates such report or graph by
reference.
Compensation Committee Report on Executive Compensation
The following report has been submitted by the Compensation Committee of
the Board of Directors:
The Compensation Committee of the Board of Directors and the Company's
Chief Executive Officer have furnished the following joint report on executive
compensation. The Company's executive compensation is determined by the
Compensation Committee, which is comprised of three non-employee members of the
Board of Directors and the Company's Chief Executive Officer. Messrs. Mezey
(Chairman), Sullivan, Jenkins, Onody and Atanasoff are members of the
Compensation Committee. Mr. Jenkins is temporarily providing management
consulting services to the Company, primarily managing the CMED Automation
division on an interim basis while the Company seeks a permanent person for the
position.
The Company's executive compensation program is based on the philosophy
that compensation of executive officers should be directly and materially linked
to the operating performance of the Company, to the interests of shareholders
and to the competitive marketplace. In implementing this philosophy, the
Company's policies integrate annual base compensation with cash bonuses and
incentive stock option awards based upon the Company's overall performance.
Consistent with this philosophy, the Company generally did not pay cash
performance bonuses for the fiscal year ended June 30, 2000. However, bonuses
were earned by CIVCO employees under the incentive compensation program which
was in place at CIVCO at the time of the acquisition. Annual cash compensation,
together with incentive cash bonus compensation and grants of stock options, is
designed to attract and retain qualified executives and to ensure that such
executives have a continuing stake in the long-term success of the Company.
In setting the compensation of Stephen K. Onody, the Company's Chief
Executive Officer and President, the Compensation Committee considered salary
surveys and publicly available information for other public companies of
comparable size in our geographic region. Based upon such information, Mr.
Onody's compensation was set near the median for comparable positions at
comparable companies. The employment agreement with Mr. Onody provides for
incentive compensation in the form of an annual bonus, calculated as a
percentage of annual salary, and which is based on the overall profitability of
the company. The agreement also provides for the issuance of options to
purchase 270,000 shares of Colorado MEDtech stock, which vest over a three-year
period at 90,000 shares per year, which are exercisable for ten years after the
grant date. The Compensation Committee believes that this arrangement will
provide assurance that Mr. Onody's personal financial interests and financial
commitments are aligned with the interests of all shareholders.
With respect to compensation for Mr. Atanasoff, the Company's former Chief
Executive Officer, in 1993 the Board of Directors approved an arrangement
intended to provide Mr. Atanasoff with the opportunity to own approximately 5 -
10% of the Company's outstanding shares. The arrangement included the issuance
in 1996 of 300,000 incentive stock options which vested over a three-year period
at 100,000 shares per year, which are exercisable for five years after the date
each portion has vested. In 1995 and 1996, the Board of Directors, as a result
of excellent Company performance, granted Mr. Atanasoff a total of 560,000
additional incentive stock options. These options vested at 100,000 shares per
year for the first 300,000 shares and the remaining 260,000 shares vested in
September 2000 after the Company's stock met a required target price. The
Compensation Committee believes that these arrangements provide assurance
-12-
<PAGE>
that Mr. Atanasoff's personal financial interests and financial commitments are
aligned with the interests of all shareholders.
The Compensation Committee increased Mr. Atanasoff's annual compensation on
two occasions in recognition of the Company's continued improvements in overall
performance, including substantial increases in revenues, profitability and
number of employees and the achievement of key strategic initiatives and related
measurements of growth. In addition, the Compensation Committee has authorized
cash bonuses for Mr. Atanasoff in recognition of Mr. Atanasoff's achievements
and leadership of the Company. No bonus was earned for the fiscal year ended
June 30, 2000.
Compensation for executive officers is a combination of base salary,
incentive bonus and stock option grants. With respect to Mr. Onody and the
other executive officers, the Compensation Committee evaluates their
compensation based on the level of job responsibility, the individual's level of
performance and Company performance. The Committee also takes into
consideration the value of the job in the marketplace. The Compensation
Committee has not used compensation consultants but has relied on compensation
surveys in comparable industries and publicly available information for other
public companies of comparable size. A significant portion of executive officer
compensation is comprised of incentive bonus and stock option grants. The size
of incentive bonus for each executive is tied in part to each executive's
performance and the extent to which the Company and each executive meet revenue
and net income goals. To retain its highly skilled executive officers, the
Compensation Committee expects to continue to emphasize incentive compensation
and to set base salaries near the median for comparable companies.
Members of the Compensation Committee
Clifford W. Mezey, Chairman
Robert L. Sullivan, Director
John P. Jenkins, Director
John V. Atanasoff, Director
Stephen K. Onody, Director and
Chief Executive Officer
-13-
<PAGE>
Stock Performance Graph
The following graph compares the cumulative total stockholder return for
the period June 30, 1995 to June 30, 2000 between the Company's common stock,
the Russell 2000 Stock Index and a self-determined Peer Group Composite Index
selected by the Company. Returns are based on a $100 investment on June 30, 1995
and are calculated assuming reinvestment of dividends during the period
presented. The Company has not paid any dividends.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Date CMED Russell 2000 Index Peer Group Composite
<S> <C> <C> <C>
06/30/95 100 100 100
06/30/96 196.08 122.60 128.71
06/30/97 368.63 139.75 254.98
06/30/98 533.33 161.26 186.18
06/30/99 1376.47 161.36 227.51
06/30/00 396.08 182.36 474.57
</TABLE>
The members of the self-selected peer group are: Analogic Corporation, ACT
Manufacturing, Inc., Benchmark Electronics, Inc., Del Global Technologies,
Inc., Plexus Corporation, Sparton Corporation and Zevex International, Inc. In
selecting a peer group, the Company sought similar-sized companies in the
medical device industry with a mix of outsourcing services and proprietary
products. While Colorado MEDtech is primarily a medical device outsourcing
company, a significant portion of its business is the manufacture of proprietary
medical products, principally MRI accessories. Certain of the Peer Group
Composite companies produce competing medical products and others provide
similar outsourcing or contract manufacturing services.
The returns of each component issuer of the Peer Group Composite index are
weighted according to the respective issuer's stock market capitalization at the
beginning of each period for which a return is indicated. The Russell 2000
Stock Index is an index of U.S. small company stocks. To construct the Russell
2000 index, the Frank Russell Company first constructs the Russell 3000 index by
selecting the 3,000 largest companies headquartered in the United States. The
1,000 largest stocks become the Russell 1000 and the remaining stocks become the
Russell 2000 index.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
In June 2000, the Company entered into an employment agreement with Stephen
K. Onody, Chief Executive Officer of the Company, which has a three-year term.
As of July 1, 2000, Mr. Onody's annual
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<PAGE>
compensation under the agreement is $200,000. The agreement also provides for
incentive compensation in the form of an annual bonus, calculated as a
percentage of annual salary, which is based on the overall profitability of the
Company. In connection with and as a condition of the employment agreement, Mr.
Onody executed a non-competition agreement in which he agreed not to engage in
competitive activities for a period of two years after his employment with the
Company is terminated, whether voluntarily or involuntarily. Pursuant to the
agreement, the Company granted to Mr. Onody incentive and non-statutory stock
options to purchase 270,000 shares of the Company's common stock at a price of
$7.56 per share, which options vest in three equal annual installments of 90,000
shares beginning in August 2001, subject to his continued employment. The
options expire in August 2010. Upon the occurrence of the following events, Mr.
Onody may terminate his employment for "good reason" and his unvested options
will immediately vest in full: (i) a bankruptcy or liquidation of the Company,
(ii) a sale of substantially all the assets of the Company, (iii) if (a) Mr.
Onody elects to remain employed after a change in control of the Company as
defined in the agreement and (b) thereafter, during the term of employment or 12
months from the change in control, whichever is longer, his employment is
terminated without cause, he is demoted from his position, his duties are
diminished, he is required to materially increase his travel, he is relocated or
his compensation or benefits are materially reduced or (iv) within 90 days of a
change in control of the Company (if clause (iii) is not applicable).
Upon a termination of Mr. Onody's employment by the Company other than for
cause as defined in the agreement within the first 12 months of the term of
employment, the Company will continue to pay his salary through the 24th month
of what would otherwise have been the term of employment and provide for
immediate vesting of the pro-rated portion of options for the portion of the
year worked. If the Company terminates Mr. Onody's employment other than for
cause after the first 12 months of the employment term and prior to the end of
the employment term, the Company will pay Mr. Onody his salary for an additional
12 months and, if the termination occurs within the term of employment, provide
for immediate vesting of the pro-rated portion of options for the portion of the
year worked. If Mr. Onody terminates his employment for "good reason" as
defined by clause (iii) in the preceding paragraph, the Company will pay him the
greater of his salary for 12 months or the continuation of his salary for the
number of months remaining in the term of employment, reimburse outplacement
services for 12 months and reimburse legal fees in connection with enforcement
of the agreement. If Mr. Onody terminates his employment for "good reason" as
defined by clause (iv) in the preceding paragraph, the Company will pay him his
salary for 12 months, reimburse outplacement services for 12 months and
reimburse his legal fees in connection with enforcement of the agreement.
In June 1993, the Company entered into an employment agreement with John V.
Atanasoff, then Chief Executive Officer of the Company. This employment
agreement has expired. In connection with and as a condition of the employment
agreement, Mr. Atanasoff executed a non-competition agreement in which he agreed
not to engage in competitive activities for a period of two years after his
employment with the Company is terminated, whether voluntarily or involuntarily.
In May 1996, pursuant to the employment agreement, the Company granted Mr.
Atanasoff an incentive stock option to purchase 260,000 shares of common stock
at a purchase price of $3.25 per share, market price at the time (the "Option").
The Option vested in September 2000 when the Company's common stock met a
required target price.
In June 2000, the Company entered an additional arrangement with Mr.
Atanasoff, in connection with his retirement from the position of Chief
Executive Officer of the Company. Mr. Atanasoff agreed to devote his efforts to
the Company on approximately a half time basis through December 31, 2000 and to
continue to serve as Chairman of the Company's Board of Directors for that
period. The Company agreed to pay Mr. Atanasoff at an annualized rate of
$100,000 per year, and to continue his benefits through the end of the year.
Lockett E. Wood, Ph.D. resigned as Vice President of the Company in August
2000. Pursuant to an agreement with the Company, Dr. Wood will continue to
provide project assistance as an employee of the
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<PAGE>
Company through February 15, 2001, at which time he will retire. The agreement
provides that a combination of Dr. Wood's salary and accumulated paid time off
will continue through February 15, 2001.
The Company has entered into a severance agreement with Mr. Gould, the
Chief Financial Officer of the Company. Pursuant to such agreement, if the
Company terminates his employment within twelve months of a change in control of
the Company as defined in the agreement other than for cause as defined in the
agreement, or if he terminates his employment for "good reason," the Company
will pay him an amount equal to his monthly salary in effect at the time of
termination multiplied by 12. The agreement provides that he may terminate his
employment for "good reason" upon the following events: (i) the sale by the
Company of substantially all of its assets; or (ii) if (a) such executive elects
to remain employed after a change in control of the Company and (b) thereafter,
during the 12 months after the change in control, he is demoted from his
position, his duties are diminished, his travel obligations materially increase,
he is relocated or his compensation or benefits are materially reduced.
The Company entered into a consulting agreement in July 2000 with Director
John Jenkins pursuant to which Mr. Jenkins provides consulting services,
primarily managing the CMED Automation division on an interim basis. The
consulting agreement has an initial term of four months and is renewable upon
the mutual agreement of the parties. Mr. Jenkins is paid $95 per hour plus
expenses and consults for an average of 40 to 60 hours per week.
SHAREHOLDER PROPOSALS
Shareholders of record may submit proposals for inclusion in the Company's
proxy statement for the Company's 2001 annual meeting if such proposals are
received by the Secretary of the Company no later than June 15, 2001. The
inclusion of any proposal will be subject to applicable rules of the Securities
and Exchange Commission.
In addition, under the Company's bylaws, shareholders of record may present
proposals at the Company's annual meeting (including proposals for election of
directors), provided that such proposals and certain other information
summarized below are delivered to the Secretary of the Company at our principal
executive office, 6175 Longbow Drive Boulder, CO 80301. Subject to exceptions
provided in the bylaws, such proposals and information must be received not
later than the close of business on the 105th calendar day, and not earlier than
the close of business on the 120th calendar day, before the one year anniversary
of the date on which the Company first mailed its proxy materials for the prior
year's annual meeting of shareholders. In order to be properly brought before
the 2001 annual meeting, such proposals and information must be received between
June 15, 2001 and June 30, 2001, inclusive, unless one of the exceptions in the
bylaws applies. Shareholders seeking to present proposals at the Company's
annual meeting must also comply with any applicable rules of the Securities and
Exchange Commission.
Shareholders wishing to present proposals at the Company's annual meeting
must provide the following information in writing to the Secretary of the
Company: (A) as to each person whom the shareholder proposes to nominate for
election or reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to the applicable regulations adopted by the Securities and Exchange
Commission, including such nominee's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected; (B) as to any
other business that the shareholder proposes to bring before the meeting, (i) a
description of the business desired to be brought before the meeting, (ii) the
text of any resolution proposed to be adopted at the meeting, (iii) the reasons
for conducting such business at the meeting, and (iv) any material interest in
such business of such shareholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (C) the name and address of such shareholder,
as
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<PAGE>
they appear on the Company's books, and of any such beneficial owner, and the
class and number of shares of the Company which are owned beneficially and of
record by such shareholder and any such beneficial owner.
Under rules of the Securities and Exchange Commission, proxies solicited by
the Board of Directors in connection with the 2001 annual meeting may confer
discretionary voting authority on any shareholder proposals, unless such
proposals are submitted to the Company's Secretary within the time periods
described above.
OTHER MATTERS
All information contained in this Proxy Statement relating to the
occupations, affiliations and securities holdings of directors and officers of
the Company and their relationship and transactions with the Company is based
upon information received from the individual directors and officers. All
information relating to any beneficial owner of more than 5% of the Company's
Common Stock is based upon information contained in reports filed by such owner
with the Securities and Exchange Commission.
The Company's independent public accountants for the fiscal years 1998,
1999 and 2000 are Arthur Andersen LLP. Representatives of such firm are expected
to be present at the annual meeting, will have the opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.
The Annual Report to Shareholders of the Company for the fiscal year ended
June 30, 2000, which includes financial statements and accompanies this Proxy
Statement, does not form any part of the material for the solicitation of
proxies.
The Company will furnish without charge a copy of its Annual Report on Form
10-K, including the financial statements, for the fiscal year ended June 30,
2000 filed with the Securities and Exchange Commission pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 to any shareholder (including any
beneficial owner) upon written request to Peter J. Jensen, Secretary, 6175
Longbow Drive, Boulder, Colorado 80301. A copy of the exhibits to such report
will be furnished to any shareholder upon written request therefor and payment
of a nominal fee.
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<PAGE>
COLORADO MEDTECH, INC. PROXY
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 17, 2000
The undersigned hereby constitutes, appoints, and authorizes Stephen K. Onody
and Peter J. Jensen, and each of them, as the true and lawful attorney and
Proxy of the undersigned, with full power of substitution and appointment, for
and in the name, place and stead of the undersigned to act for and vote as
designated below, all shares of the no par value Common Stock of Colorado
MEDtech, Inc., a Colorado corporation, which the undersigned is entitled to
vote at the Annual Meeting of the Shareholders to be held November 17, 2000, at
the Regal Harvest House Hotel, 1345 28th Street, Boulder, Colorado, at 3:00
p.m., and at any and all adjournments thereof, with respect to the matters set
forth below and described in the Notice of Annual Meeting dated October 13,
2000, receipt of which is hereby acknowledged.
1. Approval of the election of each of the eight nominees named herein for the
office of director to serve until the next Annual Meeting of Shareholders or
until their respective successors are elected and qualified.
<TABLE>
<CAPTION>
<S> <C>
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(except as marked to the contrary below) [_] to vote for all listed below [_]
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
John Atanasoff, John Jenkins, Ira Langenthal, Dean Leffingwell,
Clifford Mezey, Stephen Onody, Robert Sullivan, and John Wolfe
2. The Proxy is authorized to vote upon any other business as may properly come
before the Annual Meeting or any adjournments thereof.
The undersigned hereby revokes any Proxies as to said shares heretofore given
by the undersigned, and ratifies and confirms all that said attorney and Proxy
may lawfully do by virtue hereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1. THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO
MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE
ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
DATED:___________, 2000
-----------------------
Signature(s) of Shareholder(s)
-----------------------
Signature(s) of Shareholder(s)
Signature(s) should
agree with the name(s)
shown hereon.
Executors,
administrators,
trustees, guardians
and attorneys should
indicate their
capacity when signing.
When shares are held
by joint tenants, both
should sign. If a
corporation, please
sign in full corporate
name by President or
other authorized
officer. If a
partnership, please
sign in partnership
name by authorized
person.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COLORADO
MEDTECH, INC.
PLEASE SIGN AND RETURN THIS PROXY USING THE ENCLOSED PRE-PAID ENVELOPE.
THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
