As filed with the Securities and Exchange Commission on August 11, 2003
Registration No. 333-64705
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COLORADO MEDTECH, INC.
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 0731006
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
345 S. FRANCIS STREET, UNIT F
P.O. BOX 819
LONGMONT, COLORADO 80502-0819
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(Address of Principal Executive Offices) (Zip Code)
BRUCE L. ROGERS
PRESIDENT
COLORADO MEDTECH, INC.
345 S. FRANCIS STREET, UNIT F
P.O. BOX 819
LONGMONT, COLORADO 80502-0819
(303) 530-2660
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
GEORGE A. HAGERTY, ESQ.
HOGAN & HARTSON L.L.P.
ONE TABOR CENTER, SUITE 1500
1200 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 899-7300
Approximate Date Of Commencement Of Proposed Sale To The Public: Not Applicable.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[___]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [___]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [___]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [___]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [___]
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement
on Form S-3 (File No. 333-64705), as amended by that Amendment No. 1 (the
"Registration Statement"), of Colorado MEDtech, Inc. (the "Company") pertaining
to 3,781,756 shares of the Company's common stock, no par value per share
("Common Stock"), which was filed with the Securities and Exchange Commission
and became effective on September 29, 1998 and was amended on November 3, 1998.
The Registration Statement registered (i) 3,500,000 shares of Common Stock for
sale by selling shareholders of the Company who acquired the shares pursuant to
purchases in private transactions and (ii) 281,756 shares of Common Stock for
sale by selling shareholders of the Company who acquired the shares pursuant to
non-qualified stock options. The Company, CIVCO Holding, Inc. ("Holding") and
CMT Mergerco, Inc. ("Mergerco"), a wholly-owned subsidiary of Holding, entered
into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March
12, 2003, as amended on May 20, 2003, pursuant to which Mergerco merged with and
into the Company, with the Company surviving as a wholly-owned subsidiary of
Holding (the "Merger"). The Merger became effective on July 18, 2003 upon filing
of the Certificate of Merger with the Secretary of State of the State of
Colorado.
As a result of the Merger, the offering pursuant to the Registration
Statement has been terminated. In accordance with an undertaking made by the
Company in the Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities which remain unsold at the
termination of the offering, the Company hereby removes from registration the
securities of the Company registered but unsold under the Registration
Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Longmont, State of Colorado on
July 28, 2003.
COLORADO MEDTECH, INC.
By: /s/ BRUCE L. ROGERS
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Bruce L. Rogers
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 has been signed on July 28, 2003 by
the following persons in the capacities indicated:
SIGNATURE TITLE
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/s/ BRUCE L. ROGERS President and Director
- -------------------------- (Principal Executive Officer)
Bruce L. Rogers
/s/ DAVID L. KESSENICH Vice President, Treasurer, Secretary and Director
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David L. Kessenich