SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report: October 1, 1997
COLORADO MEDTECH, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-12471 84-0731006
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(State or other jurisdiction (Commission File I.R.S. Employer
of incorporation) Number) Identification No.)
6175 Longbow Drive
Boulder, Colorado 80301
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(Address, including zip code, of principal executive offices)
(303) 530-2660
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(Registrant's telephone number,
including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 1997, Colorado MEDtech, Inc. (the "Registrant") completed the
acquisition of substantially all of the assets of Erbtec Engineering, Inc., a
Colorado corporation ("Erbtec") pursuant to an Asset Purchase Agreement dated
October 1, 1997 (the "Agreement"). Pursuant to the Agreement, Erbtec sold
substantially all of its assets to the Registrant for cash consideration in the
amount of $3,850,000, additional cash consideration in the amount of $1,500,000
to be held in escrow, and 88,708 shares of common stock of the Registrant. The
cash paid by the Registrant in the acquisition came from cash on hand, and the
number of shares of common stock issued by the Registrant was determined based
upon the average closing price, as reported by the Nasdaq system, of the
Registrant's common stock over the thirty (30) days prior to July 28, 1997.
Erbtec specializes in the custom design, development and manufacture of high
power radio frequency (RF) amplifiers and systems for Magnetic Resonance Imaging
(MRI) equipment. The Registrant intends to continue the business of Erbtec
after the acquisition.
The description contained herein of the Agreement is qualified in its entirety
by reference to the Agreement which is attached hereto as Exhibit 2.1, and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the financial statements required by Item 7(a).
In accordance with Item 7(a)(4) of Form 8-K, such financial statements will be
filed by amendment to this Form 8-K no later than sixty days after the filing of
this report.
(b) PRO FORMA FINANCIAL INFORMATION.
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the financial statements required by Item 7(b).
In accordance with Item 7(b) of Form 8-K, such financial statements will be
filed by amendment to this Form 8-K no later than sixty days after the filing of
this report.
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(c) EXHIBITS.
No. Description
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2.1 Asset Purchase Agreement by and among Colorado
MEDtech, Inc., Erbtec Engineering, Inc. and Lee
Erb, dated October 1, 1997. As permitted by Item
601(b)(2), Exhibits and Schedules listed in the
Asset Purchase Agreement have been omitted, but
will be provided to the Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED, this 10th day of October, 1997.
COLORADO MEDTECH, INC.
By: /s/ John V. Atanasoff II
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John V. Atanasoff II, President and
Chief Executive Officer
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