-----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, SgdlQD9WHMcCAF2+MPQwj7oHmbq9ZKEgq8Y1KICs3NlUbJ3jtHMOIA+8BkfbYLSb Sx+9xjeya70VJsYwFNvWTg== /in/edgar/work/0000912057-00-047616/0000912057-00-047616.txt : 20001108 0000912057-00-047616.hdr.sgml : 20001108 ACCESSION NUMBER: 0000912057-00-047616 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001107 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/A SEC ACT: SEC FILE NUMBER: 005-37738 FILM NUMBER: 754659 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/A 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/A 1 a2029631zsc13da.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-101) (Amendment No. 2)* 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) October 25, 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 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). CUSIP No.19652U 10 4 13D Page 2 of 5 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS: HEI, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: ________________________________________________________________________________ 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 ITEMS 2(d) OR 2(e) [] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF Minnesota ORGANIZATION: ________________________________________________________________________________ 7 SOLE VOTING POWER: 200 NUMBER OF SHARES _________________________________________________________________ 8 SHARED VOTING POWER: 0 BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER: 200 REPORTING _________________________________________________________________ PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 _______________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 200 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: less than one percent ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON: CO ________________________________________________________________________________ ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby amended as follows: HEI and Anthony Fant, Chairman and Chief Executive Officer of HEI, announced on October 26, 2000 that they have rescinded their agreement by which Mr. Fant sold to HEI 1,214,300 shares of common stock of Colorado MEDtech, Inc., in exchange for 235,000 shares of common stock of HEI and the assumption by HEI of $3,072,650.26 of indebtedness. The agreement between the parties was unwound pursuant to an agreement dated October 25, 2000 (the "Agreement"). There will be no accounting affect to HEI as a result of the transaction. The press release and the Agreement are filed as Exhibits 1 and 2, respectively. HEI continues to own 200 shares of Colorado MEDtech common stock. HEI has not determined whether to sell these shares or to continue to hold them. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby replaced in its entirety with the following: (a) HEI is the beneficial owner of 200 shares of Colorado MEDtech common stock, or approximately less than one percent of Colorado MEDtech common stock based on a total of 12,307,535 shares of Colorado MEDtech common stock stated to be outstanding as of August 31, 2000 by Colorado MEDtech in its Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on September 28, 2000. (b) HEI has the sole power to vote or direct the vote and to dispose and direct the disposition of 200 shares of Colorado MEDtech. (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. (d) Not applicable. (e) October 25, 2000. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT DESCRIPTION NO. 1 Press Release, dated October 26, 2000. 2 Agreement, dated October 25, 2000, between HEI, Inc. and Anthony J. Fant. 3 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: November 7, 2000 HEI, INC. By: /s/ Donald R. Reynolds ------------------------ Name: Donald R. Reynolds Title: President and Chief Operating Officer 4 SCHEDULE A Schedule of Transactions in the Shares
Name Date Sold No. of Shares Price Per Share HEI, Inc. 10/25/00 1,214,300 $6.86
5 EX-1 2 a2029631zex-1.txt EXHIBIT 1 EXHIBIT #1 NEWS RELEASE [HEI Inc. LOGO] P. O. Box 5000 Victoria, Minnesota 55386 USA 952-443-2500 For Immediate Release CONTACTS: Anthony J. Fant, CEO Donald R. Reynolds, President/COO Steve E. Tondera, CFO HEI, Inc. ANNOUNCES DISPOSITION OF COLORADO MEDtech SHARES MINNEAPOLIS, October 26, 2000 -- HEI, Inc. (Nasdaq: HEII, www.heii.com) and Anthony Fant, Chairman and Chief Executive Officer of HEI, today announced that they have rescinded their agreement of September 10, 2000 by which Mr. Fant sold to HEI 1,214,300 shares of common stock of Colorado MEDtech, Inc., ("CMED") in exchange for 235,000 shares of common stock of HEI and the assumption by HEI of $3,072,650.26 of indebtedness. As a result of this recision, there will be no accounting effect to HEI. However, HEI will incur approximately $150,000 in non-cash charges resulting from its efforts to acquire CMED. "HEI is not in the business of holding significant stakes in other public companies and since HEI no longer intends to commence an exchange offer for CMED we believe this decision is in the best interest of HEI shareholders," said Don Reynolds, Chief Operating Officer of HEI, Inc. "Although I believe the effort to acquire Colorado MEDtech was worthwhile and appropriate for HEI, the complications of a hostile exchange offer at a time when the market does not recognize the true value of HEI makes unwinding this transaction the right thing to do," he added. "I am personally committed to seeking opportunities which will maximize the value of my investment," Anthony Fant stated. "I intend to closely monitor future developments regarding Colorado MEDtech and, in this regard, will evaluate and may consider alternative courses of future action, including the commencement of a proxy solicitation for a special shareholders meeting at which I would seek to replace the current Colorado MEDtech board. Shareholder's interests must come before the personal interests of a board and I'm eager to see that day for Colorado MEDtech," Mr. Fant added. - -------------------------------------------------------------------------------- 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. Headquarters and Microelectronics Division PO Box 5000, 1495 Steiger Lake Lane, Victoria, MN 55386 Mexico Division, Customer Service Center 777 East MacArthur Circle, Tucson, AZ 85714 High Density Interconnect Division 610 South Rockford Drive, Tempe, AZ 85281 Cross Technology, Inc. 1546 Lake Drive West, Chanhassen, MN 55317 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. 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. EX-2 3 a2029631zex-2.txt EXHIBIT 2 HEI, Inc. 1495 Steiger Lake Lane Victoria, MN 55386 October 25, 2000 Anthony J. Fant 1495 Steiger Lake Lane Victoria, MN 55386 EXHIBIT #2 Dear Mr. Fant: Reference is made to that certain letter agreement (the "Agreement"), dated September 10, 2000, between HEI, Inc. ("HEI") and yourself, whereby you sold 1,214,300 shares of Colorado MEDtech common stock (the "CMED Shares") to HEI in exchange for 235,000 shares of HEI common stock (the "HEI Shares") and the assumption of $3,072,650.26 of indebtedness (the "Margin Debt"). Based on the foregoing, we agree as follows: 1. The Agreement is hereby rescinded and is of no further force and effect. 2. HEI hereby agrees to release you, and you hereby agree to release HEI, from all obligations and liabilities arising under or related to the Agreement, including but not limited to your obligation to deliver the CMED Shares to HEI and HEI's obligation to deliver the HEI Shares to you and to assume the Margin Debt. 3. You hereby agree to assume and be responsible for any and all expenses incurred by HEI related to the proposed exchange offer by HEI for Colorado MEDtech, Inc., including but not limited to accounting, legal, proxy solicitation and investment banking expenses. 4. This letter agreement constitutes the entire agreement between HEI and you 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. 5. 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 AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN: /s/ Anthony J. Fant - ----------------------------- Anthony J. Fant, individually 2 -----END PRIVACY-ENHANCED MESSAGE-----