S-8 POS 1 d08227csv8pos.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on August 11, 2003 Registration No. 333-50168 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COLORADO MEDTECH, INC. ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) COLORADO 0731006 --------------------------------- ------------------------------------ (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 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) COLORADO MEDTECH, INC. STOCK OPTION PLAN COLORADO MEDTECH, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN DIRECTOR WARRANTS (Full Title of the Plans) 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 DEREGISTRATION OF UNSOLD SECURITIES This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-50168) (the "Registration Statement") of Colorado MEDtech, Inc. (the "Company") pertaining to 1,535,000 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 November 17, 2000. The Registration Statement registered (i) 1,000,000 shares of Common Stock for sale pursuant to the Company's Stock Option Plan, (ii) 300,000 shares of Common Stock for sale pursuant to the Company's 1996 Employee Stock Purchase Plan, and (iii) 235,000 shares of Common Stock for sale pursuant to warrants issued to directors of the Company. 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. - 2 - 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-8 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 ------------------------------------ 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 --------- ----- /s/ BRUCE L. ROGERS President and Director --------------------------- (Principal Executive Officer) Bruce L. Rogers /s/ DAVID L. KESSENICH Vice President, Treasurer, Secretary and Director --------------------------- (Principal Financial and Accounting Officer) David L. Kessenich