-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CGxkbchmBZLIv3w6yW7TPkmj/e8xLtqmm2SXTptB4bO4FPMbUIcn5eWBqXnbNmC7 Jc9mRyJkksL88w6MZb8UAw== /in/edgar/work/0000909518-00-000595/0000909518-00-000595.txt : 20000927 0000909518-00-000595.hdr.sgml : 20000927 ACCESSION NUMBER: 0000909518-00-000595 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000922 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLORADO MEDTECH INC CENTRAL INDEX KEY: 0000720013 STANDARD INDUSTRIAL CLASSIFICATION: [3845 ] IRS NUMBER: 840731006 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-37738 FILM NUMBER: 727545 BUSINESS ADDRESS: STREET 1: 6175 LONGBOW DR CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3035302660 MAIL ADDRESS: STREET 1: 6175 LONGBOW DRIVE CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: CYBERMEDIC INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEI INC CENTRAL INDEX KEY: 0000351298 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 410944876 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1495 STEIGER LAKE LN STREET 2: P O BOX 5000 CITY: VICTORIA STATE: MN ZIP: 55386 BUSINESS PHONE: 9524432500 MAIL ADDRESS: STREET 1: P O BOX 5000 STREET 2: 1495 STEIGER LAKE LANE CITY: VICTORIA STATE: MN ZIP: 55386 SC 13D 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) (AMENDMENT NO. __)* COLORADO MEDTECH, INC. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, NO PAR VALUE - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 19652U 10 4 - -------------------------------------------------------------------------------- (CUSIP NUMBER) MICHAEL A. KING, ESQ. WEIL, GOTSHAL & MANGES LLP 767 5TH AVENUE NEW YORK, NEW YORK 10153 (212) 310-8000 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) SEPTEMBER 10, 2000 - -------------------------------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION THAT IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING BOX |_|. NOTE. SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE 13D-7(B) FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT . (CONTINUED ON FOLLOWING PAGES) (PAGE 1 OF 7 PAGES) - ------------- *THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES). NY2:\962445\02\KMML02!.DOC\99980.0025
- ------------------------------ -------------------------------------------- -------------------------------------------- CUSIP No. 19652U104 13D Page 2 of 7 pages - ------------------------------ -------------------------------------------- -------------------------------------------- - ------------ --------------------------------------------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON: HEI, INC. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - ------------ ----------------------------------------------------------------------------------------------------- ---------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [_] (B) [_] - ------------ ---------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------ ---------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC, OO - ------------ ---------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [__] - ------------ --------------------------------------------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION: MINNESOTA - ------------------- ------ ------------------------------------------------ ------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER: 200 SHARES ------ ------------------------------------------------ ------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER: 0 OWNED BY ------ ------------------------------------------------ ------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER: 1,214,500 REPORTING ------ ------------------------------------------------ ------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 - ------------ -------------------------------------------------------------- ------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 1,214,500 - ------------ ----------------------------------------------------------------------------------------------------- ---------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [_] - ------------ ----------------------------------------------------------------------------------------------------- ---------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 9.9% - ------------ --------------------------------------------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON: CO - ------------ --------------------------------------------------- ------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER This schedule relates to the common stock, no par value, of Colorado MEDtech, Inc., a Colorado corporation ("Colorado MEDtech"). The address of the principal executive office of Colorado MEDtech is 6175 Longbow Drive, Boulder, CO 80301. ITEM 2. IDENTITY AND BACKGROUND (a)-(f) This Schedule 13D is being filed by HEI, Inc., a Minnesota corporation ("HEI"), pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HEI's business address is P.O. 5000, 1495 Steiger Lake Lane, Victoria, MN 55386. HEI is engaged in the business of designing and manufacturing ultraminiature microelectronic devices and high technology products incorporating these devices. The executive officers and directors of HEI are Anthony J. Fant (Chairman and Chief Executive Officer), Edwin W. Finch, III (Director), David W. Ortlieb (Director), Steve E. Tondera, Jr. (Director, Vice President, Chief Financial Officer, Secretary and Treasurer), Mack V. Traynor, III (Director), Donald R. Reynolds (President and Chief Operating Officer), Tom Goodnow (Vice President of Sales and Marketing) and Stephen K. Petersen (Vice President of Manufacturing). Anthony J. Fant has his principal business address at P.O. 5000, 1495 Steiger Lake Lane, Victoria, MN 55386. Mr. Fant's principal occupation is as Chairman and Chief Executive Officer of HEI, and President and Managing Member of Fant Industries, LLC, an umbrella company which from 1986 to the present acquired, built, managed, and sold a number of television and radio stations and various FCC construction permits for such stations. Additionally, among other things, Fant Industries or its affiliates own and operate agricultural operations in Alabama, Louisiana and Texas. Mr. Fant is a citizen of the United States. Edwin W. Finch, III has his principal business address at 600 20th Street, North Suite 350 Birmingham, Alabama 35203. Mr. Finch's principal occupation is as President of FHL Capital Corporation, an investment banking and business valuation firm specializing in mergers and acquisitions. Mr. Finch is a citizen of the United States. David W. Ortlieb has his principal business address at 2465 Cascades Drive Free Union, Virginia 22940. Mr. Ortieb's principal occupation is as an Independent Management Consultant. Mr. Ortlieb is a citizen of the United States. Steve E. Tondera, Jr. has his principal business address at P.O. 5000, 1495 Steiger Lake Lane, Victoria, MN 55386. Mr. Tondera's principal occupation is as Director, Vice President, Chief Financial Officer, Secretary and Treasurer of HEI. Mr. Tondera is a citizen of the United States. Mack V. Traynor, III has his principal business address at 4165 Shoreline Drive, Spring Park, MN 55384. Mr. Traynor's principal occupation is as President of Manitou Investments. Mr. Traynor is a citizen of the United States. Donald R. Reynolds has his principal business address at P.O. 5000, 1495 Steiger Lake Lane, Victoria, MN 55386. Mr. Reynolds's principal occupation is as President and Chief Operating Officer of HEI. Mr. Reynolds is a citizen of the United States. Tom Goodnow has his principal business address at P.O. 5000, 1495 Steiger Lake Lane, Victoria, MN 55386. Mr. Goodnow's principal occupation is as Vice President of Sales and Marketing of HEI. Mr. Goodnow is a citizen of the United States. Stephen K. Petersen has his principal business address at P.O. 5000, 1495 Steiger Lake Lane, Victoria, MN 55386. Mr. Petersen's principal occupation is as Vice President of Manufacturing of HEI. Mr. Petersen is a citizen of the United States. 3 HEI, and to the best knowledge of HEI, the executive officers and directors of HEI, have not, during the last five years, been convicted in a criminal proceeding and have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which HEI, and to the best knowledge of HEI, the executive officers or directors of HEI, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to a Letter Agreement, dated September 10, 2000, between Mr. Fant and HEI, (the "Letter Agreement"), Mr. Fant agreed to sell to HEI and HEI agreed to purchase from Mr. Fant 1,214,300 shares (the "CM Shares") of common stock, no par value, of Colorado MEDtech owned by Mr. Fant, which constitutes all of the shares of common stock of Colorado MEDtech held by him, for an aggregate purchase price of $8,330,775.26, which represents the weighted average price paid by Mr. Fant for the CM Shares. The purchase price for the CM Shares is payable by (a) delivery of 235,000 shares of common stock, $.05 par value per share, of HEI (the "HEI Shares") and (b) the assumption by HEI of $3,072,650.26 of indebtedness of Mr. Fant, which indebtedness was incurred by Mr. Fant in connection with the acquisition of the CM Shares. In addition, HEI will reimburse Mr. Fant for all of Mr. Fant's costs and expenses reasonably related to Mr. Fant's acquisition of the CM Shares prior to August 10, 2000. HEI also purchased 200 shares of Colorado MEDtech common stock on the open market on September 8, 2000 with working capital. ITEM 4. PURPOSE OF TRANSACTION HEI has announced in a press release dated September 11, 2000 that it has made a proposal to Colorado MEDtech that HEI acquire Colorado MEDtech in an exchange offer whereby a newly-formed subsidiary of HEI would offer to acquire all of the outstanding capital stock of Colorado MEDtech, and subsequently merge with Colorado MEDtech. Pursuant to the proposal, Colorado MEDtech shareholders would tender each of their shares for a number of shares of common stock of HEI having a value of $12.00, provided that no more than an aggregate of 8.5 million HEI shares to be issued in the exchange offer and merger. The proposal is subject to certain conditions, including but not limited to redemption of Colorado MEDtech's "poison pill," satisfaction of a minimum tender condition and approval of this transaction by the Colorado MEDtech Board of Directors. The transaction would also be subject to receipt of the necessary approvals of HEI shareholders for the issuance of HEI shares in the exchange offer and merger. The complete details of HEI's exchange offer will be set forth in a filing to be made with the Securities and Exchange Commission. HEI announced that it has filed a complaint in the United States District Court for the District of Colorado against Colorado MEDtech and Colorado MEDtech's directors. The complaint alleges that certain provisions of Colorado MEDtech's bylaws and "poison pill" illegally limit shareholders' statutory right to hold a special meeting to elect directors. HEI intends to demand a special meeting of shareholders to replace Colorado MEDtech's directors. The complaint seeks a declaration that such bylaw provisions are invalid, void and of no effect, as well as preliminary and permanent injunctive relief barring their enforcement. The complaint also seeks a declaration that the poison pill is invalid, void and of no effect to the extent that it denies shareholders their statutorily guaranteed right under Colorado law to call a special meeting to elect directors, and preliminary and permanent injunctive relief barring application of the poison pill. Subject to applicable laws restricting the ability of a person to acquire securities after the announcement of an exchange offer, HEI specifically reserves the right to continue to acquire securities of Colorado MEDtech from time to time in the open market or otherwise and to sell any securities of Colorado MEDtech at any time and from time to time in the open market or otherwise. In addition, subject to applicable laws, HEI specifically reserves 4 the right as a shareholder of Colorado MEDtech to communicate directly or through intermediaries, with Colorado MEDtech's management and security holders and other interested parties relating to the business and affairs of Colorado MEDtech. No agreements, arrangements or understandings exist between HEI and third persons with respect to the foregoing. Except as set forth in this Item 4, HEI has no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) HEI is the beneficial owner of 1,214,500 shares of Colorado MEDtech common stock, or approximately 9.9% of Colorado MEDtech common stock based on a total of 12,263,423 shares of Colorado MEDtech common stock stated to be outstanding as of April 30, 2000 by Colorado MEDtech in its Quarterly Report on Form 10-Q, which was filed with the Securities and Exchange Commission on May 15, 2000. (b) Upon consummation of the transactions under the Letter Agreement, HEI will have the sole power to vote or direct the vote and dispose or direct the disposition of 1,214,500 shares of Colorado MEDtech common stock described herein. (c) Transactions in the shares of Colorado MEDtech common stock effected by HEI during the past sixty (60) days are described in Schedule A attached hereto and incorporated herein by reference. All such transactions were effected in the open market on the Nasdaq National Market, except as otherwise noted in Schedule A. (d) See Item 6. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to the Letter Agreement, Mr. Fant and HEI have agreed that if, at any time after the date of the Letter Agreement and prior to the earlier of (a) the consummation of a transaction whereby HEI directly or indirectly gains control of Colorado MEDtech, or (b) the date that is 18 months from September 10, 2000, HEI transfers any or all of the CM Shares to any person, other than an affiliate of HEI, at a price in excess of the purchase price, HEI will pay to Mr. Fant an amount equal to 50% of the aggregate proceeds received by HEI in such transfer in excess of the purchase price, not to exceed $2,446,137. A copy of the Letter Agreement is attached hereto as Exhibit 1, and incorporated herein by reference. Except as specified above, the Reporting Person does not have any contract, arrangement, understanding or relationship with any other person with respect to any security of Colorado MEDtech. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DESCRIPTION 1 Letter Agreement, between HEI, Inc. and Anthony J. Fant, dated September 10, 2000 2 Letter, dated September 11, 2000, from HEI, Inc. to Colorado MEDtech, Inc. 3 Press Release, dated September 11, 2000 4 Press Release, dated September 11, 2000 5 Press Release, dated September 12, 2000 6 Letter, dated September 12, 2000, from HEI, Inc. to Colorado MEDtech, Inc. 7 Letter, dated September 13, 2000, from HEI, Inc. to Colorado MEDtech, Inc. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 22, 2000 HEI, INC. By: /s/ Donald R. Reynolds ----------------------------------- Name: Donald R. Reynolds Title: President and Chief Operating Officer 6 SCHEDULE A Schedule of Transactions in the Shares Name Date Purchased No. of Shares Price Per Share ---- -------------- ------------- --------------- HEI, Inc. 9/8/00 100 $9.2375 HEI, Inc. 9/8/00 100 $8.875 HEI, Inc.(1) 9/10/00 1,214,300 $6.86 - ------------------ (1) Private purchase from Anthony J. Fant. 7 EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION ----------- ----------- 1 Letter Agreement, between HEI, Inc. and Anthony J. Fant, dated September 10, 2000 2 Letter, dated September 11, 2000, from HEI, Inc. to Colorado MEDtech, Inc. 3 Press Release, dated September 11, 2000 4 Press Release, dated September 11, 2000 5 Press Release, dated September 12, 2000 6 Letter, dated September 12, 2000, from HEI, Inc. to Colorado MEDtech, Inc. 7 Letter, dated September 13, 2000, from HEI, Inc. to Colorado MEDtech, Inc. EX-99 2 0002.txt 1 Exhibit 1 HEI, INC. 1495 Steiger Lake Lane Victoria, MN 55386 September 10, 2000 Mr. Anthony J. Fant 1495 Steiger Lake Lane Victoria, MN 55386 Re: Acquisition of Shares of Colorado MEDtech, Inc. ----------------------------------------------- Dear Mr. Fant: This letter agreement sets forth the terms pursuant to which HEI, Inc., a Minnesota corporation ("HEI"), will purchase from you (the "Seller"), 1,214,300 shares (the "CM Shares") of common stock, no par value, of Colorado MEDtech, Inc., a Colorado corporation ("Colorado MEDtech"). 1. Sale of CM Shares; Purchase Price. The Seller agrees to sell to HEI, and HEI agrees to purchase from the Seller, the CM Shares, for an aggregate purchase price of $8,330,775.26 (the "Purchase Price"), which represents the weighted average price paid by the Seller for the CM Shares as set forth on Schedule A of the Seller's Schedule 13D filed with the Securities and Exchange Commission on August 31, 2000. The Purchase Price shall be payable (a) by the delivery to Seller of 235,000 shares of common stock, $.05 par value per share, of HEI (the "HEI Shares"), which shares have a market value of $5,258,125, based upon the average of the high and low per share sales price of HEI common stock on the Nasdaq Stock Market on September 8, 2000, of $22.375 and (b) by the assumption by HEI of $3,072,650.26 of indebtedness of Seller, which indebtedness was incurred by Seller in connection with the acquisition of the CM Shares (the "Margin Debt"). 2. Transfer of Shares. Seller agrees to transfer to HEI, or cause to be transferred to HEI, as promptly as practicable after the date hereof, the CM Shares. HEI agrees to transfer to Seller, or cause to be transferred to Seller, as promptly as practicable after the date hereof, the HEI Shares, and to assume, as promptly as practicable after the date hereof, the Margin Debt. 3. Expenses of Seller. Upon receipt of appropriate documentation from the Seller, HEI will promptly reimburse Seller, in cash, for all of Seller's costs and expenses reasonably related to Seller's acquisition and holding of the CM Shares prior to the date hereof, including but not limited to commissions paid by Seller to brokers in connection with the acquisition of the CM Shares and interest paid by Seller on the Margin Debt, as well as reasonable attorneys' fees incurred by the Seller in connection with this letter agreement and the preparation of the Seller's Schedule 13D filing made in connection with the acquisition of the CM Shares (collectively, "Expenses"). 4. Representations of Seller. Seller is the sole beneficial owner of the CM Shares, and owns such shares free and clear of all liens, claims, limitations on voting rights, options, security interests, pledges and other encumbrances (collectively, "Liens"), except for the Margin Debt, and except for restrictions, if any, which may exist as a result of provisions of Colorado MEDtech's charter, bylaws or Rights Agreement dated as of January 14, 1999, as amended and restated June 22, 2000, or of provisions of the Colorado Business Corporation Act. Other than the CM Shares, Seller does not own or have the right to acquire any shares of capital stock of Colorado MEDtech. Upon delivery of the CM Shares by Seller as provided herein, HEI will acquire title to the CM Shares free and clear of any Liens, except for the Margin Debt, and will be entitled to all the rights of a holder of such CM Shares. Seller has no actual knowledge of, nor any reason to believe that, the CM Shares, together with the 100 shares of common stock of Colorado MEDtech purchased by HEI on September 8, 2000, represent 10% or more of Colorado MEDtech's outstanding shares of common stock on the date hereof. 5. Representations and Covenants of HEI. (a) Except for 100 shares of common stock of Colorado MEDtech purchased by HEI on September 8, 2000, HEI does not own, beneficially or of record, any shares of capital stock of Colorado MEDtech. Upon delivery of the HEI Shares by HEI as provided herein, the Seller will acquire title to the HEI Shares free and clear of any Liens, and will be entitled to all the rights of a holder of such HEI Shares. HEI has no actual knowledge of, nor any reason to believe that, the CM Shares, together with the 100 shares of common stock of Colorado MEDtech purchased by HEI on September 8, 2000, represent 10% or more of Colorado MEDtech's outstanding shares of common stock on the date hereof. (b) The HEI Shares, when issued, sold, and delivered in accordance with the terms of this letter agreement, will be duly authorized and validly issued, fully paid and non-assessable and free of restrictions on transfer, other than restrictions on transfer under applicable state and federal securities laws. (c) HEI will use its reasonable best efforts to promptly list the HEI Shares on the Nasdaq Stock Market. (d) HEI will use its reasonable best efforts to promptly have the Seller removed as an obligor or guarantor on the Margin Debt. 6. Subsequent Transfer of CM Shares. If, at any time after the date hereof and prior to the earlier of (a) the consummation of a transaction whereby HEI directly or indirectly gains control of Colorado MEDtech, or (b) the date that is 18 months from the date hereof, HEI transfers (by way of sale, merger or otherwise) any or all of the CM Shares to any person, other than an affiliate of HEI, at a price per share (including the fair market value of any non-cash consideration) in excess of the Purchase Price plus the amount of any Expenses divided by the number of CM Shares transferred hereby (as adjusted to reflect fully the effect of any stock split, reverse split, stock dividend, reorganization, recapitalization or other like exchange with respect to shares of Colorado MEDtech common stock after the date hereof) (the "Per Share Purchase 2 Price"), HEI shall promptly pay to Seller an amount, not to exceed $2,446,137, equal to 50% of the aggregate proceeds received by HEI in such transfer in excess of the Per Share Purchase Price multiplied by the number of CM Shares transferred by HEI (as adjusted to reflect fully the effect of any stock split, reverse split, stock dividend, reorganization, recapitalization or other like exchange with respect to shares of Colorado MEDtech common stock after the date hereof), less the amount of any Expenses. 7. Demand Registration Rights. At any time while the Seller holds the HEI Shares, upon the written request of the Seller that HEI effect the registration under the Securities Act of 1933 (the "Securities Act") of all or part of the HEI Shares, and specifying the number of HEI Shares sought to be registered and the intended method of distribution thereof, HEI shall use its reasonable best efforts to effect as promptly as practicable the registration of the HEI Shares under the Securities Act, and any applicable state securities laws, and in connection therewith shall prepare and file with the SEC a registration statement with respect to the offer and sale of the HEI Shares and any other shares of common stock of HEI which HEI or other holders of HEI common stock having registration rights may elect to register in connection with such offering, provided that HEI shall not be required to effect a registration under this Section 7 on more than one occasion. At the request of the Seller, the registration statement to be filed pursuant to this Section 7 shall be on Form S-3 under the Securities Act (if HEI is then eligible to utilize such form) in order to allow the offer and sale by the Seller of the HEI Shares on a delayed or continuous basis in accordance with Rule 415 under the Securities Act. If a registration under this Section 7 involves an underwritten offering, and the managing underwriter advises HEI in writing that, in its opinion, the number of shares requested to be included in such registration exceeds the number which can be sold in such offering within an acceptable price range, HEI will include in such registration, to the extent of the number which HEI is so advised can be sold in such offering, first, the HEI Shares, second, securities that HEI proposes to sell, and third, securities of HEI held by other persons having registration rights proposed to be included in such registration, pro rata among such holders. HEI shall pay all fees and expenses in connection with a registration described in this Section 7, except that the Seller shall pay for any fees, discounts and commissions of any underwriter applicable to the HEI Shares to be sold in such offering. 8. Piggyback Registration Rights. If at any time while Seller holds the HEI Shares, HEI proposes to file on its behalf and/or on behalf of any other holder of shares of HEI common stock a registration statement under the Securities Act to register an offering of shares of HEI common stock on any form under the Securities Act, other than a registration statement on Form S-4 or S-8 (or any successor form) for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to be offered to employees of or consultants to HEI, it shall include in such registration statement, at the request of the Seller, all or any part of the HEI Shares, and register such HEI Shares under any applicable state securities laws. Notwithstanding the foregoing, if the registration statement involves an underwritten offering and the managing underwriter advises HEI in writing that, in its opinion, the number of shares requested to be included in such 3 registration exceeds the number which can be sold in such offering within an acceptable price range, HEI will include in such registration, to the extent of the number which HEI is so advised can be sold in such offering, first, securities of HEI that HEI proposes to sell and second, securities of HEI held by other persons, including the Seller, having registration rights proposed to be included in such registration, pro rata among such holders. HEI shall pay all fees and expenses in connection with a registration described in this Section 8, except that the Seller shall pay for any fees, discounts and commissions of any underwriter applicable to the HEI Shares to be sold in such offering. The rights of the Seller under Sections 7 and 8 hereof may be assigned by the Seller to any transferee of the HEI Shares. 9. Further Assurances. Each of HEI and Seller agree to execute and deliver such other documents and to do such other acts and things necessary for the purpose of carrying out the intent of this letter agreement. 10. Entire Agreement. This letter agreement constitutes the entire agreement between HEI and the Seller with respect to the transactions contemplated hereby, and supersedes all negotiations, agreements, representations, warranties and commitments, whether in writing or oral, prior to the date hereof. 11. Governing Law. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. Please acknowledge acceptance of the terms of this letter agreement by signing in the space provided below for that purpose, whereupon this letter agreement will constitute a binding agreement between us. Very truly yours, HEI, INC. By: /s/ Don Reynolds ------------------------------- Name: Don Reynolds Title: President and COO 4 AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN: /s/ Anthony J. Fant - ----------------------------- Anthony J. Fant, individually EX-99 3 0003.txt 2 Exhibit 2 September 11, 2000 Mr. Stephen Onody President and CEO Colorado MEDtech, Inc. 6175 Longbow Drive Boulder, Colorado Dear Mr. Onody: Based on our review of your business and operations we believe that combining HEI, Inc. (HEI) and Colorado MEDtech makes a tremendous amount of sense for our respective shareholders, organizations and customers. For this reason, I am extremely pleased, on behalf of the HEI Board of Directors, to propose an exchange offer whereby a newly-formed subsidiary of HEI would offer to acquire all of the outstanding capital stock of Colorado MEDtech, and subsequently merge with Colorado MEDtech. Pursuant to the proposal, Colorado MEDtech shareholders would tender each of their shares for a number of shares of common stock of HEI having a value of $12.00, up to a maximum of an aggregate of 8.5 million HEI shares to be issued in the exchange offer and merger. Based on the stock price of Colorado MEDtech at the time of this letter, this would represent a 41% premium over Colorado MEDtech's current stock price. This proposal is subject to certain conditions, including but not limited to redemption of Colorado MEDtech's "poison pill," satisfaction of a minimum tender condition and approval of this transaction by the Colorado MEDtech Board of Directors. The transaction would also be subject to receipt of the necessary approvals of HEI shareholders for the issuance of HEI shares in the exchange offer and merger, which we anticipate would be obtained in a timely manner. In this regard, I point out that I own or control over 30% of the HEI voting stock. The complete details of HEI's exchange offer will be set forth in a filing to be made with the Securities and Exchange Commission. We anticipate offering key managers of Colorado MEDtech a significant continuing role in the operation and ownership of Colorado MEDtech's business and are prepared to negotiate with you regarding the same. We believe that combining our companies represents an extraordinary opportunity for all of our shareholders. However, because we view the combination of our companies as important to HEI's business plans and the best means available for Colorado MEDtech's shareholders to maximize the value of their shares, we are committed to pursuing a transaction even in the absence of a negotiated agreement. Your proposal to meet next Wednesday is appreciated; however, due to the obvious importance of our proposal to our respective companies and your shareholders, we believe an earlier meeting is more appropriate. Our exchange offer will be commenced at the earliest practicable date and we are prepared to meet with you anytime to pursue our discussions. I look forward to hearing from you. Very truly yours, /s/ Anthony J. Fant Anthony J. Fant Chief Executive Officer cc: The Board of Directors, Colorado MEDtech, Inc. 2 EX-99 4 0004.txt 3 Exhibit 3 NEWS RELEASE P. O. Box 5000 Victoria, Minnesota 55386 USA 952-443-2500 FILED BY HEI, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULES 14A-12 AND 14D-2 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 000-12471 SUBJECT COMPANY: COLORADO MEDTECH, INC. FOR IMMEDIATE RELEASE - --------------------- HEI, INC. ANNOUNCES INTENTION TO COMMENCE EXCHANGE OFFER -------------------------------------------------------- TO ACQUIRE COLORADO MEDTECH, INC. --------------------------------- MINNEAPOLIS - September 11, 2000 - HEI, Inc. (Nasdaq: HEII) said today that it has made a proposal to Colorado MEDtech, Inc. (Nasdaq: CMED) of Boulder, Colorado that HEI acquire Colorado MEDtech in an exchange offer and subsequent merger. Pursuant to the proposal, Colorado MEDtech shareholders would tender each of their shares for a number of shares of HEI common stock having a value of $12.00, up to a maximum of an aggregate of 8.5 million HEI shares to be issued in the exchange offer and merger. Based on the stock price of Colorado MEDtech at the time of this announcement, this would represent a 41% premium over Colorado MEDtech's current stock price. In a letter to Colorado MEDtech, Anthony J. Fant, Chairman and CEO of HEI, said that HEI desired to acquire Colorado MEDtech in a negotiated transaction but would still proceed with an exchange offer even in the absence of a negotiated agreement. A copy of the letter from Mr. Fant to Colorado MEDtech is attached to this press release. The exchange offer will be subject to certain conditions, including those specified in Mr. Fant's letter to Colorado MEDtech. The complete details of HEI's exchange offer will be set forth in a filing to be made with the Securities and Exchange Commission. In a press release earlier today, HEI announced that it had acquired approximately 9.9% of the common stock of Colorado MEDtech from Mr. Fant. HEI specializes in the custom design and manufacture of high performance, ultraminiature microelectronic devices and high-technology products incorporating those devices. HEI contributes to its customers' competitiveness in the hearing, medical, communications, wireless smart cards, other RF applications, and industrial markets through innovative design solutions and by the application of state-of-the-art materials, processes and manufacturing capabilities. Colorado MEDtech is a leading full-service provider of advanced medical products and comprehensive outsourcing services. THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. IT IS NOT AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF COLORADO MEDTECH COMMON STOCK. THE SOLICITATION OF OFFERS TO BUY COLORADO MEDTECH COMMON STOCK WILL ONLY BE MADE PURSUANT TO A PROSPECTUS AND RELATED MATERIALS THAT HEI EXPECTS TO SEND TO COLORADO MEDTECH SHAREHOLDERS. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS SOON AS PRACTICABLE. THESE SECURITIES MAY NOT BE SOLD, NOR MAY OFFERS TO BUY BE EFFECTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOT SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. THIS MATERIAL ALSO WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF A TENDER OFFER STATEMENT. COLORADO MEDTECH SHAREHOLDERS ARE URGED TO CAREFULLY READ THE COMPLETE TERMS AND CONDITIONS OF THOSE MATERIALS, WHICH WILL CONTAIN IMPORTANT INFORMATION REGARDING THE EXCHANGE OFFER, PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO SUCH EXCHANGE OFFER. IN CONNECTION WITH THE EXCHANGE OFFER DESCRIBED IN THIS NEWS RELEASE, HEI MAY SOLICIT PROXIES FROM ITS SHAREHOLDERS TO APPROVE THE ISSUANCE OF STOCK IN THE EXCHANGE OFFER AND FROM THE SHAREHOLDERS OF COLORADO MEDTECH TO CAUSE THE ELECTION OF A NEW SLATE OF COLORADO MEDTECH DIRECTORS. THE PARTICIPANTS TO THE SOLICITATION OF HEI SHAREHOLDERS WILL INCLUDE HEI AND EACH OF THE MEMBERS OF THE HEI BOARD OF DIRECTORS, ANTHONY FANT, ED FINCH, MACK TRAYNOR, STEVE TONDERA AND DAVID ORTLEIB. THE PARTICIPANTS IN THE SOLICITATION OF COLORADO MEDTECH SHAREHOLDERS WILL INCLUDE HEI AND MR. FANT. HEI IS THE BENEFICIAL OWNER OF APPROXIMATELY 9.9% OF THE OUTSTANDING SHARES OF COMMON STOCK OF COLORADO MEDTECH. IN THE EVENT THAT THE EXCHANGE OFFER IS NOT SUCCESSFUL AND HEI SELLS ITS SHARES OF COMMON STOCK OF COLORADO MEDTECH TO AN UNAFFILIATED THIRD PARTY, ANTHONY FANT, HEI'S CHAIRMAN OF THE BOARD, WILL RECEIVE A PORTION OF THE PROCEEDS OF SUCH SALE. HEI EXPECTS TO FILE PROXY STATEMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING SUCH SOLICITATIONS. HEI AND COLORADO MEDTECH SHAREHOLDERS ARE URGED TO CAREFULLY READ THE COMPLETE TERMS AND CONDITIONS OF THE RESPECTIVE PROXY STATEMENTS, WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION WITH RESPECT TO ANY SUCH SOLICITATION. HEI AND COLORADO MEDTECH SHAREHOLDERS WILL BE ABLE TO OBTAIN THE PROSPECTUS, THE REGISTRATION STATEMENT, THE TENDER OFFER STATEMENT AND THE PROXY STATEMENTS REFERRED TO ABOVE, WHEN FILED BY THE COMPANY WITH THE COMMISSION, FOR FREE AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV OR FROM THE COMPANY BY DIRECTING SUCH REQUESTS TO BEACON HILL PARTNERS AT (212) 843-8500. 2 FORWARD LOOKING INFORMATION - --------------------------- Information in this news release, which is not historical, includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain statements contained in this press release are forward looking statements. All of such forward-looking statements involve risks and uncertainties including, without limitation, adverse business or market conditions, the ability of HEI to secure and satisfy customers, the availability and cost of materials from HEI's suppliers, adverse competitive developments, change in or cancellation of customer requirements, and other risks detailed from time to time in HEI's SEC filings. CONTACT: Anthony J. Fant, CEO, (952) 443-2500 or Richard Grubaugh of Beacon Hill Partners, (212) 843-8500. 3 EX-99 5 0005.txt 4 Exhibit 4 NEWS RELEASE P. O. Box 5000 Victoria, Minnesota 55386 USA 952-443-2500 FILED BY HEI, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULES 14A-12 AND 14D-2 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 000-12471 SUBJECT COMPANY: COLORADO MEDTECH, INC. CONTACTS: FOR IMMEDIATE RELEASE Anthony J. Fant, CEO Donald R. Reynolds, President/COO Steve E. Tondera, CFO HEI, INC. CHAIRMAN EXCHANGES SHARES, INVESTS MILLIONS IN HEI MINNEAPOLIS, SEPTEMBER 11, 2000 -- HEI, Inc. (Nasdaq: HEII, www.heii.com) announced today that Anthony J. Fant, its Chairman and CEO, has agreed to exchange all 1,214,300 shares of Colorado MEDtech, Inc. (CMED) that he has recently acquired in open market purchases for HEI common stock. The exchange ratio was calculated using Fant's average cost of $6.86 per Colorado MEDtech share plus an allowance for his expenses incurred in connection with his Colorado MEDtech holdings. The exchange ratio of approximately .30 HEI shares per Colorado MEDtech share will result in an immediate unrealized gain to HEI of approximately $2 million which is the difference in Fant's basis in the Colorado MEDtech shares and it's closing price at the time of the announcement. "This exchange and its terms demonstrate my continued commitment to HEI and my confidence in its future growth and profitability," said Fant. Fant continued, "The net effect of this exchange at a price significantly below Colorado MEDtech's close Friday represents both my commitment to go the extra mile for all HEI shareholders and my desire that Colorado MEDtech shareholders see first hand that my intentions are genuine and for the good of all shareholders." Steve Tondera, HEI's Vice President and CFO commented, "This is an admirable and unusual step for an individual to make as CEO of a public company. Mr. Fant will essentially hand over to all HEI shareholders several million dollars of value." "All HEI shareholders should appreciate this generous action on Mr. Fant's part and recognize that this is a demonstration of Fant's belief in HEI and his determination to see all of HEI shareholders realize more and more value from their investment in HEI." Don Reynolds, HEI's President and COO said "After considerable investigation of CMED and understanding the possibilities of both companies, I'm enthusiastic about this development and the potential benefit to HEI and Colorado MEDtech shareholders. The management of HEI is committed to this action and the confidence of HEI's Chairman and CEO is evident by this exchange." THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. IT IS NOT AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF COLORADO MEDTECH COMMON STOCK. THE SOLICITATION OF OFFERS TO BUY COLORADO MEDTECH COMMON STOCK WILL ONLY BE MADE PURSUANT TO A PROSPECTUS AND RELATED MATERIALS THAT HEI EXPECTS TO SEND TO COLORADO MEDTECH SHAREHOLDERS. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS SOON AS PRACTICABLE. THESE SECURITIES MAY NOT BE SOLD, NOR MAY OFFERS TO BUY BE EFFECTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOT SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. THIS MATERIAL ALSO WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF A TENDER OFFER STATEMENT. COLORADO MEDTECH SHAREHOLDERS ARE URGED TO CAREFULLY READ THE COMPLETE TERMS AND CONDITIONS OF THOSE MATERIALS, WHICH WILL CONTAIN IMPORTANT INFORMATION REGARDING THE EXCHANGE OFFER, PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO SUCH EXCHANGE OFFER. IN CONNECTION WITH THE EXCHANGE OFFER DESCRIBED IN THIS NEWS RELEASE, HEI MAY SOLICIT PROXIES FROM ITS SHAREHOLDERS TO APPROVE THE ISSUANCE OF STOCK IN THE EXCHANGE OFFER AND FROM THE SHAREHOLDERS OF COLORADO MEDTECH TO CAUSE THE ELECTION OF A NEW SLATE OF COLORADO MEDTECH DIRECTORS. THE PARTICIPANTS TO THE SOLICITATION OF HEI SHAREHOLDERS WILL INCLUDE HEI AND EACH OF THE MEMBERS OF THE HEI BOARD OF DIRECTORS, ANTHONY FANT, STEVE TONDERA, ED FINCH, MACK TRAYNOR AND DAVID ORTLEIB. THE PARTICIPANTS IN THE SOLICITATION OF COLORADO MEDTECH SHAREHOLDERS WILL INCLUDE HEI AND MR. FANT. HEI IS THE BENEFICIAL OWNER OF APPROXIMATELY 9.9% OF THE OUTSTANDING SHARES OF COMMON STOCK OF COLORADO MEDTECH. IN THE EVENT THAT THE EXCHANGE OFFER IS NOT SUCCESSFUL AND HEI SELLS ITS SHARES OF COMMON STOCK OF COLORADO MEDTECH TO AN UNAFFILIATED THIRD PARTY, ANTHONY FANT, HEI'S CHAIRMAN OF THE BOARD, WILL RECEIVE A PORTION OF THE PROCEEDS OF SUCH SALE. HEI EXPECTS TO FILE PROXY STATEMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING SUCH SOLICITATIONS. HEI AND COLORADO MEDTECH SHAREHOLDERS ARE URGED TO CAREFULLY READ THE COMPLETE TERMS AND CONDITIONS OF THE RESPECTIVE PROXY STATEMENTS, WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION WITH RESPECT TO ANY SUCH SOLICITATION. HEI AND COLORADO MEDTECH SHAREHOLDERS WILL BE ABLE TO OBTAIN THE PROSPECTUS, THE REGISTRATION STATEMENT, THE TENDER OFFER STATEMENT AND THE PROXY STATEMENTS REFERRED TO ABOVE, WHEN FILED BY THE COMPANY WITH THE COMMISSION, FOR FREE AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV OR FROM THE COMPANY BY DIRECTING SUCH REQUESTS TO BEACON HILL PARTNERS AT (212) 843-8500. FORWARD LOOKING INFORMATION - --------------------------- Information in this news release, which is not historical, includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain statements contained in this press release are forward looking statements. All of such forward-looking statements involve risks and uncertainties including, without limitation, adverse business or market conditions, the ability of HEI to secure and satisfy customers, the availability and cost of materials from HEI's suppliers, adverse competitive developments, change in or cancellation of customer requirements, and other risks detailed from time to time in HEI's SEC filings. CONTACT: Anthony J. Fant, CEO, (952) 443-2500 or Richard Grubaugh of Beacon Hill Partners - -------------------------------------------------------------------------------- HEI, Inc., and Cross Technology, Inc., a wholly owned subsidiary of HEI, Inc., specialize in the custom design and manufacture of high performance, ultraminiature microelectronic devices and high-technology products incorporating those devices. HEI and Cross contribute to their customers' competitiveness in the hearing, medical, communications, wireless smart cards, other RF applications, and industrial markets through innovative design solutions and by the application of state-of-the art materials, processes and manufacturing capabilities. World Headquarters and Microelectronics Division PO Box 5000, 1495 Steiger Lake Lane, Victoria, MN 55386 Mexico Division, Customer Service Center 1 Offshore International, 777 East MacArthur Circle, Tucson, AZ 85714 High Density Interconnect Division 610 South Rockford Drive, Tempe, AZ 85281 Cross Technology, Inc. 5201 Eden Circle, Edina, MN 55436
- -------------------------------------------------------------------------------- EX-99 6 0006.txt 5 Exhibit 5 NEWS RELEASE P. O. Box 5000 Victoria, Minnesota 55386 USA 952-443-2500 FILED BY HEI, INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULES 14A-12 AND 14D-2 OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NO.: 000-12471 SUBJECT COMPANY: COLORADO MEDTECH, INC. FOR IMMEDIATE RELEASE CONTACTS: Anthony J. Fant, CEO Donald R. Reynolds, President/COO Steve E. Tondera, CFO HEI, INC. FILES COMPLAINT AGAINST COLORADO MEDTECH, INC. MINNEAPOLIS, MN, SEPTEMBER 12, 2000 - HEI, Inc. (Nasdaq: HEII, www.heii.com), the holder of approximately 9.9% of the outstanding common stock of Colorado MEDtech, Inc., announced that it has filed a complaint in the United States District Court for the District of Colorado, against Colorado MEDtech and Colorado MEDtech's directors. The complaint alleges that certain provisions of Colorado MEDtech's bylaws and "poison pill" illegally limit shareholders' statutory right to hold a special meeting to elect directors. HEI intends to demand a special meeting of shareholders to replace Colorado MEDtech's directors. The complaint seeks a declaration that such bylaw provisions are invalid, void and of no effect, as well as preliminary and permanent injunctive relief barring their enforcement. The complaint also seeks a declaration that the poison pill is invalid, void and of no effect to the extent that it denies shareholders their statutorily guaranteed right under Colorado law to call a special meeting to elect directors, and preliminary and permanent injunctive relief barring application of the poison pill. HEI's CEO, Anthony J. Fant, said that "as Colorado MEDtech's largest shareholder, HEI will vigorously fight for the rights to which all shareholders of Colorado MEDtech are entitled. Colorado MEDtech's Board is responsible to all shareholders and must not be allowed to entrench themselves to the detriment of shareholders." Fant added, "It is clear to me that recent actions taken by Colorado MEDtech's directors are entrenchment motivated and should be overturned by the Courts." HEI previously announced that it intends to commence an exchange offer to acquire Colorado MEDtech at a price of $12 per share, payable in shares of HEI common stock. The complete details of this exchange offer will be set forth in a filing to be made with the Securities and Exchange Commission. THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY. IT IS NOT AN OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF COLORADO MEDTECH COMMON STOCK. THE SOLICITATION OF OFFERS TO BUY COLORADO MEDTECH COMMON STOCK WILL ONLY BE MADE PURSUANT TO A PROSPECTUS AND RELATED MATERIALS THAT HEI EXPECTS TO SEND TO COLORADO MEDTECH SHAREHOLDERS. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS SOON AS PRACTICABLE. THESE SECURITIES MAY NOT BE SOLD, NOR MAY OFFERS TO BUY BE EFFECTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOT SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. THIS MATERIAL ALSO WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF A TENDER OFFER STATEMENT. COLORADO MEDTECH SHAREHOLDERS ARE URGED TO CAREFULLY READ THE COMPLETE TERMS AND CONDITIONS OF THOSE MATERIALS, WHICH WILL CONTAIN IMPORTANT INFORMATION REGARDING THE EXCHANGE OFFER, PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO SUCH EXCHANGE OFFER. IN CONNECTION WITH THE EXCHANGE OFFER DESCRIBED IN THIS NEWS RELEASE, HEI MAY SOLICIT PROXIES FROM ITS SHAREHOLDERS TO APPROVE THE ISSUANCE OF STOCK IN THE EXCHANGE OFFER AND FROM THE SHAREHOLDERS OF COLORADO MEDTECH TO CAUSE THE ELECTION OF A NEW SLATE OF COLORADO MEDTECH DIRECTORS. THE PARTICIPANTS TO THE SOLICITATION OF HEI SHAREHOLDERS WILL INCLUDE HEI AND EACH OF THE MEMBERS OF THE HEI BOARD OF DIRECTORS, ANTHONY FANT, ED FINCH, MACK TRAYNOR, STEVE TONDERA AND DAVID ORTLEIB. THE PARTICIPANTS IN THE SOLICITATION OF COLORADO MEDTECH SHAREHOLDERS WILL INCLUDE HEI AND MR. FANT. HEI IS THE BENEFICIAL OWNER OF APPROXIMATELY 9.9% OF THE OUTSTANDING SHARES OF COMMON STOCK OF COLORADO MEDTECH. IN THE EVENT THAT THE EXCHANGE OFFER IS NOT SUCCESSFUL AND HEI SELLS ITS SHARES OF COMMON STOCK OF COLORADO MEDTECH TO AN UNAFFILIATED THIRD PARTY, ANTHONY FANT, HEI'S CHAIRMAN OF THE BOARD, WILL RECEIVE A PORTION OF THE PROCEEDS OF SUCH SALE. HEI EXPECTS TO FILE PROXY STATEMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION REGARDING SUCH SOLICITATIONS. HEI AND COLORADO MEDTECH SHAREHOLDERS ARE URGED TO CAREFULLY READ THE COMPLETE TERMS AND CONDITIONS OF THE RESPECTIVE PROXY STATEMENTS, WHEN THEY ARE AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION WITH RESPECT TO ANY SUCH SOLICITATION. 2 HEI AND COLORADO MEDTECH SHAREHOLDERS WILL BE ABLE TO OBTAIN THE PROSPECTUS, THE REGISTRATION STATEMENT, THE TENDER OFFER STATEMENT AND THE PROXY STATEMENTS REFERRED TO ABOVE, WHEN FILED BY THE COMPANY WITH THE COMMISSION, FOR FREE AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV OR FROM THE COMPANY BY DIRECTING SUCH REQUESTS TO BEACON HILL PARTNERS AT (212) 843-8500. FORWARD LOOKING INFORMATION - --------------------------- Information in this news release, which is not historical, includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain statements contained in this press release are forward looking statements. All of such forward-looking statements involve risks and uncertainties including, without limitation, adverse business or market conditions, the ability of HEI to secure and satisfy customers, the availability and cost of materials from HEI's suppliers, adverse competitive developments, change in or cancellation of customer requirements, and other risks detailed from time to time in HEI's SEC filings. CONTACT: Anthony J. Fant, CEO, (952) 443-2500 or Richard Grubaugh of Beacon Hill Partners, (212) 843-8500. - -------------------------------------------------------------------------------- HEI, Inc., and Cross Technology, Inc., a wholly owned subsidiary of HEI, Inc., specialize in the custom design and manufacture of high performance, ultraminiature microelectronic devices and high-technology products incorporating those devices. HEI and Cross contribute to their customers' competitiveness in the hearing, medical, communications, wireless smart cards, other RF applications, and industrial markets through innovative design solutions and by the application of state-of-the art materials, processes and manufacturing capabilities. World Headquarters and Microelectronics Division PO Box 5000, 1495 Steiger Lake Lane, Victoria, MN 55386 Mexico Division, Customer Service Center 1 Offshore International, 777 East MacArthur Circle, Tucson, AZ 85714 High Density Interconnect Division 610 South Rockford Drive, Tempe, AZ 85281 Cross Technology, Inc. 5201 Eden Circle, Edina, MN 5543
- -------------------------------------------------------------------------------- 3 EX-99 7 0007.txt 6 Exhibit 6 VIA TELEFAX 303.530.2866 September 12, 2000 Mr. Stephen Onody President and CEO Colorado MEDtech, Inc. 6175 Longbow Drive Boulder, Colorado 80301 Dear Mr. Onody: As I stated in my letter to you of Monday, I remain committed to meeting with you. Since I have not yet received a response to that letter and my request to meet prior to tomorrow, may I now suggest that we meet tomorrow at your offices at 1 p.m.? I would propose either (a) a meeting solely between you and me, or (b) a meeting with you and your chief operating officer, chief financial officer and the HEI counterparts. Regardless of the litigation and ensuing activity, you must agree that it is in the best interest of all Colorado MEDtech shareholders to seek a resolution that builds value into Colorado MEDtech, as opposed to furthering any other possible agendas. As the CEO of HEI, Inc., your largest shareholder, I urge you and your current board do so in discharging your fiduciary duties. Please let me know if you are amenable to a face to face meeting tomorrow. I encourage you as strongly as I can to respond positively. I've been through this before and I truly believe it is the right thing for you to do. Very Truly Yours, /s/ Anthony J. Fant Anthony J. Fant Chief Executive Officer HEI, Inc. cc: The Board of Directors, Colorado MEDtech, Inc. EX-99 8 0008.txt 7 Exhibit 7 VIA TELEFAX (303) 530-2866 September 13, 2000 Mr. Stephen Onody President and CEO Colorado MEDtech, Inc. 6175 Longbow Drive Boulder, Colorado 80301 Dear Mr. Onody: I believe that I understand the situation that you are faced with regarding HEI's proposal to acquire Colorado MEDtech. I was faced with a similar situation, as President of HEI, Inc., when Anthony Fant presented a change of control scenario to HEI in 1998. I know that in the absence of a greater understanding of each other's goals, objectives and ideas, it is very easy to dismiss the other party's premise or misconstrue their motives. After the change of control at HEI, I found that Anthony's motives were genuine, his objective was (and is) to increase value to all shareholders, and moreover, his ideas regarding strategies and tactics were very much the same as my own. Together, Anthony and I, and a strong team of people at HEI, have created a strategic growth plan that we are now successfully implementing. As the President of HEI, Inc., someone who was in much the same position you are now in, and as someone who has a great deal of confidence in the team of people that Anthony and I have brought together, I ask you to step back from the barrage of inputs from those who have other agendas and consider a path that seeks to build value for CMED shareholders. I know that this is a very busy time for you, but I'm confident that the time and effort you might devote to meeting with us would be well spent and appreciated by all CMED shareholders. Please feel free to call Anthony or me, and I look forward to the possibility of meeting with you soon. Sincerely, /s/ Don Reynolds Don Reynolds President and COO HEI, Inc. Office: (952) 443-7070 -----END PRIVACY-ENHANCED MESSAGE-----