-----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, CgGGiGD8vaqGxp54SDAFPYkOLRzeDF7SJ/KKf8uiY22Vry1xPTGZCE7UrAC7p4rz t5lMXfMOq/kYCqgY5VMlzA== 0000930661-97-001482.txt : 19970610 0000930661-97-001482.hdr.sgml : 19970610 ACCESSION NUMBER: 0000930661-97-001482 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970606 SROS: NYSE GROUP MEMBERS: VENCOR INC GROUP MEMBERS: VENCOR INVESTMENTS, INC. GROUP MEMBERS: VENCOR, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COLORADO MEDTECH INC CENTRAL INDEX KEY: 0000720013 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 840731006 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37738 FILM NUMBER: 97620237 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: VENCOR INC CENTRAL INDEX KEY: 0000740260 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 611055020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3300 PROVIDIAN CENTER STREET 2: 400 WEST MARKET STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025967300 MAIL ADDRESS: STREET 1: 3300 PROVIDIAN CENTER STREET 2: 400 WEST MARKET ST CITY: LOUISVILLE STATE: KY ZIP: 40202 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 3)* COLORADO MEDTECH, INC. ---------------------- (Name of Issuer) Common Stock, No Par Value -------------------------- Title of Class of Securities 19652U 10 4 ------------ (CUSIP Number) Jill L. Force, Senior Vice President and General Counsel, Vencor, Inc., 3300 Providian Center, 400 West Market Street, Louisville, Kentucky 40202 (502) 596-7300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 27, 1997 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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 SCHEDULE 13D Page 2 of 13 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Vencor, Inc. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 61-1055020 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) Not applicable (a) ----- (b) X ----- - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not applicable. - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY (7) SOLE VOTING POWER OWNED BY EACH REPORTING PERSON 3,560,000* WITH (8) SHARED VOTING POWER *Includes 60,000 shares which may be -0- acquired pursuant to warrants exercisable at May 27, 1997 or within 60 days thereafter. (9) SOLE DISPOSITIVE POWER 3,560,000* (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,560,000 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) Not applicable - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.9% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See instructions) CO CUSIP No. 19652U 10 4 SCHEDULE 13D Page 3 of 13 Pages - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Vencor Investments, Inc. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 61-1237018 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) Not applicable (a) ---- (b) X ---- - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not applicable. - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY (7) SOLE VOTING POWER OWNED BY EACH REPORTING PERSON 3,500,000 WITH (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 3,500,000 (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000 - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) Not applicable - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See instructions) CO CUSIP No. 19652U 10 4 Page 4 of 13 Pages AMENDMENT NO. 3 TO SCHEDULE 13D OF VENCOR, INC. This Amendment No. 3 amends and supplements the Statement on Schedule 13D, dated December 3, 1993, Amendment No. 1 to Schedule 13D, dated May 13, 1994, and Amendment No. 2 to Schedule 13D, dated July 11, 1994, filed by Vencor, Inc. ("Vencor") with respect to the common stock, no par value, of Colorado MEDtech, Inc. Such Schedule 13D is hereby amended to add or replace information as specified below to the items indicated. ITEM 1. SECURITY AND ISSUER. -------------------- This Schedule 13D relates to shares of common stock, no par value per share (the "Common Stock"), of Colorado MEDtech, Inc. ("Issuer"). The principal executive offices of the Issuer are located at 6175 Longbow Drive, Boulder, Colorado 80301. ITEM 2. IDENTITY AND BACKGROUND. ------------------------ (a) This Amendment No. 3 to Schedule 13D is being filed by Vencor, Inc., a Delaware corporation ("Vencor") and Vencor Investments, Inc., a Delaware corporation ("VII") (collectively, the "Reporting Persons"). VII is a wholly owned subsidiary of Vencor. (b) The address of the principal business and the principal office of each of Vencor and VII is 3300 Providian Center, 400 West Market Street, Louisville, Kentucky 40202. Vencor's principal business is the operation of long-term hospitals, nursing homes and other healthcare related services. VII's principal business is investments in healthcare related businesses. (c) The name, business address, principal occupation or employment of each director and executive officer of Vencor is set forth in the table below. OFFICE AND NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS ---- -------------------- ---------------- W. Bruce Lunsford Chairman of the Board, 3300 Providian Center President and Chief 400 West Market Street Executive Officer of Louisville, KY 40202 Vencor W. Earl Reed, III Director, Chief 3300 Providian Center Financial Officer, and 400 West Market Street Executive Vice President Louisville, KY 40202 of Vencor CUSIP No. 19652U 10 4 Page 5 of 13 Pages Michael R. Barr Director, Chief 3300 Providian Center Operating Officer, and 400 West Market Street Executive Vice President Louisville, KY 40202 of Vencor Thomas T. Ladt Executive Vice President 3300 Providian Center of Operations of Vencor 400 West Market Street Louisville, KY 40202 Jill L. Force Senior Vice President 3300 Providian Center and General Counsel of 400 West Market Street Vencor Louisville, KY 40202 James H. Gillenwater, Jr. Senior Vice President of 3300 Providian Center Planning and Development 400 West Market Street of Vencor Louisville, KY 40202 Richard A. Lechleiter Vice President of 3300 Providian Center Finance and Corporate 400 West Market Street Controller of Vencor Louisville, KY 40202 Walter F. Beran Chairman of Pacific 515 South Flower Street Alliance Group, a merger Los Angeles, CA 90071 and acquisition services firm; Director of Vencor Ulysses L. Bridgeman, Jr. President of Bridgeman 12910 Shelbyville Road Foods, Inc., a franchisee Suite 104 of Wendy's Old Fashioned Louisville, KY 40243 Hamburger Restaurants; Director of Vencor Elaine L. Chao Distinguished Fellow of 214 Massachusetts Ave., The Heritage Foundation; NE Director of Vencor Washington, DC 20002-4999 Donna R. Ecton Chief Operating Officer 10000 North 31st Avenue of PETsMART, Inc., a pet Suite C100 supplies retailer; Phoenix, AZ 85051 Director of Vencor Greg D. Hudson President of Hudson Highway 41A North Chevrolet- Providence, KY 42450 Oldsmobile, Inc.; Director of Vencor CUSIP No. 19652U 10 4 Page 6 of 13 Pages William H. Lomicka President of Mayfair 2510 Providian Center Capital, Inc., a private 400 West Market Street investment firm; Louisville, KY 40202 Director of Vencor R. Gene Smith Chairman of the Board of 3600 National City Tower Taco Tico, Inc., an 101 South Fifth Street operator of Mexican Louisville, KY 40202 fast-food restaurants; President of New Jersey Blockbuster, Ltd., holder of Blockbuster Video franchises from 1987 through 1995; Managing General Partner of Direct Programming Services, a provider of direct broadcast satellite television services since 1993; Director and Vice Chairman of Vencor The name, business address, principal occupation or employment of each director and executive officer of VII is set forth in the table below. OFFICE AND NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS ---- --------------------- ---------------- Michael R. Barr Director, Chief Operating 3300 Providian Center Officer, and Executive 400 West Market Street Vice President of VII. Mr. Louisville, KY 40202 Barr's principal occupation is Chief Operating Officer and Executive Vice President of Vencor Thomas T. Ladt Executive Vice President 3300 Providian Center of Operations of VII. Mr. 400 West Market Street Ladt's principal Louisville, KY 40202 occupation is Executive Vice President of Operations of Vencor Jill L. Force Senior Vice President and 3300 Providian Center General Counsel of VII. 400 West Market Street Ms. Force's principal Louisville, KY 40202 occupation is Senior Vice President and General Counsel of Vencor CUSIP No. 19652U 10 4 Page 7 of 13 Pages James H. Gillenwater, Jr. Senior Vice President of 3300 Providian Center Planning and Development 400 West Market Street of VII. Mr. Gillenwater's Louisville, KY 40202 principal occupation is Senior Vice President, Planning and Development of Vencor Richard A. Lechleiter Vice President of Finance 3300 Providian Center and Corporate Controller 400 West Market Street of VII. Mr. Lechleiter's Louisville, KY 40202 principal occupation is Vice President of Finance and Corporate Controller of Vencor W. Bruce Lunsford Chairman of the Board, 3300 Providian Center President and Chief 400 West Market Street Executive Officer of VII. Louisville, KY 40202 Mr. Lunsford's principal occupation is Chairman of the Board, President and Chief Executive Officer of Vencor W. Earl Reed, III Director, Chief Financial 3300 Providian Center Officer and Executive Vice 400 West Market Street President of VII. Mr. Louisville, KY 40202 Reed's principal occupation is Director, Chief Financial Officer and Executive Vice President of Vencor (d) Each of the above listed directors and executive officers of Vencor and VII is a United States citizen. (e) Neither Vencor, VII nor any of their respective directors or executive officers have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor are any of them 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. CUSIP No. 19652U 10 4 Page 8 of 13 Pages ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION. --------------------------------------------------- On May 27, 1997, VII exercised a warrant to purchase 1,000,000 shares of the Common Stock at $1.875 per share and a warrant to purchase 1,000,000 shares of Common Stock for $2.625 per share, (collectively, the "Warrants"). VII used working capital to purchase these 2,000,000 shares of Common Stock for a total consideration of $4,500,000. Prior to the exercise of the Warrants, VII held 1,500,000 shares of Common Stock in its own name. VII is a wholly owned subsidiary of Vencor. ITEM 4. PURPOSE OF TRANSACTION. ----------------------- The Reporting Persons' acquisition of the Common Stock (as described in Item 3 above), is for investment purposes only. Except with respect to the representation of Vencor on the Issuer's Board of Directors (as described in Item 6), or the possible exercise by Vencor of the Director Warrants (as discussed in Item 5), the Reporting Persons have no plans or proposals which relate to or would result in (a) the acquisition or disposition by any person of any securities of the Issuer; (b) any extraordinary corporate transaction involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material changes in the Issuer's business or corporate structure; (g) changes in the Issuer's Articles of Incorporation, By-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the securities of the Issuer to be delisted from any national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system on a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------- VII may be deemed to be the beneficial owner of 3,500,000 shares of Common Stock owned by it or approximately 38.5% of the shares of Common Stock outstanding (the "VII Shares"). VII has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, the VII shares. Vencor, as the sole stockholder of VII, may be deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, to beneficially own the VII Shares. In addition, Vencor owns CUSIP No. 19652U 10 4 Page 9 of 13 Pages 60,000 shares of Common Stock which may be issued to Vencor pursuant to the "Director Warrants" described below. Vencor would have the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, the 60,000 shares subject to the Director Warrants. The resulting 3,560,000 shares of Common Stock beneficially owned by Vencor represents approximately 38.9% of the Issuer's outstanding Common Stock. Except for the acquisition of 2,000,000 shares of Common Stock through the exercise of the Warrants, the Reporting Persons have not effected any other transactions in the Issuer's Common Stock within the past 60 days. Michael R. Barr, Director and Chief Operating Officer of the Reporting Persons, serves as a director of the Issuer. In his capacity as a non-employee director of the Issuer, the Issuer granted Mr. Barr two warrants to acquire an aggregate of 30,000 shares of the Issuer's Common Stock in June 1993 and two warrants to acquire an aggregate of 30,000 shares of Common Stock in June 1995 (collectively, the "Director Warrants"). The Director Warrants are presently exercisable or are exercisable within the next 60 days. Because Mr. Barr serves as Vencor's representative on the Issuer's Board of Directors, any economic benefit derived by Mr. Barr from the ownership of the Director Warrants will belong to Vencor. The Reporting Persons, in the aggregate, may be deemed to beneficially own 3,560,000 shares of Common Stock, or approximately 38.9% of the shares of Common Stock outstanding. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT --------------------------------------------------------------------- TO SECURITIES OF THE ISSUER. - ---------------------------- In connection with the execution of a Product Development Agreement, Vencor and the Issuer executed a Standstill Agreement on June 30, 1994. The executed Standstill Agreement was delivered by the parties on July 11, 1994. Subject to certain exceptions, the Standstill Agreement provides that Vencor will not increase its ownership of Issuer's Common Stock to more than 40% of the outstanding class without the consent of the Issuer. The exercise of the Warrants did not cause Vencor to surpass the 40% threshold. Vencor presently has one representative on the Issuer's Board of Directors. Pursuant to the Standstill Agreement, the Issuer is required to propose the election of an additional representative of Vencor to its Board of Directors. In addition, for so long as Vencor owns 1,500,000 shares of the Issuer's Common Stock, the Issuer is required to propose the election of two Vencor representatives to its Board of Directors, and use its best efforts to cause the election of such representatives, at each regularly scheduled election of directors. Vencor has waived its right to a second board seat for the 1995, 1996 and 1997 fiscal years. Vencor has not waived its rights with respect to future years. Pursuant to the Product Development Agreement, the Issuer has agreed to expend $800,000 to develop products that Vencor deems desirable. Except with respect to the Standstill Agreement, Director Warrants and the Product Development Agreement, there are no contracts, arrangements, understandings or relationships between Vencor and any other person with respect to any securities of the Issuer. CUSIP No. 19652U 10 4 SCHEDULE 13D Page 10 of 13 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. --------------------------------- Exhibit No. Description Page No. - ----------- ----------- -------- Exhibit 1 Joint Filing Agreement 13 Exhibit 2 Standstill Agreement dated June Previously filed 30, 1994 between Vencor, Inc. with Amendment and Colorado MEDtech, Inc. No. 2 to Schedule 13D, dated July 11, 1994. Exhibit 3 Product Development Agreement Previously filed dated June 30, 1994 between with Amendment Vencor, Inc. and Colorado No. 2 to Schedule MEDtech, Inc. 13D, dated July 11, 1994. CUSIP No. 19652U 10 4 SCHEDULE 13D Page 11 of 13 Pages 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: June 2, 1997 VENCOR, INC. By: /s/ W. Bruce Lunsford ------------------------------------- W. Bruce Lunsford, Chairman of the Board, President and Chief Executive Officer 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: June 2, 1997 VENCOR INVESTMENTS, INC. By: /s/ W. Bruce Lunsford ------------------------------------- W. Bruce Lunsford, Chairman of the Board, President and Chief Executive Officer CUSIP No. 19652U 10 4 SCHEDULE 13D Page 12 of 13 Pages EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- Exhibit 1 Joint Filing Agreement 13 Exhibit 2 Standstill Agreement dated June Previously filed 30, 1994 between Vencor, Inc. with Amendment and Colorado MEDtech, Inc. No. 2 to Schedule 13D, dated July 11, 1994. Exhibit 3 Product Development Agreement Previously filed dated June 30, 1994 between with Amendment Vencor, Inc. and Colorado No. 2 to Schedule MEDtech, Inc. 13D, dated July 11, 1994. CUSIP No. 19652U 10 4 SCHEDULE 13D Page 13 of 13 Pages JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(f), under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D (including the amendments thereto) with respect to the common stock, no par value per share of Colorado MEDtech, Inc., a Colorado corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(f)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto execute this Joint Filing Agreement as of the 27th day of May, 1997. VENCOR, INC. /s/ W. Bruce Lunsford ----------------------------------- W. Bruce Lunsford, Chairman of the Board, President and Chief Executive Officer VENCOR INVESTMENTS, INC. /s/ W. Bruce Lunsford ------------------------------------- W. Bruce Lunsford, Chairman of the Board, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----