SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):January 24, 2003
HEI, Inc.
| Minnesota | 0-10078 | 41-0944876 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
PO Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota 55386
(952) 443-2500
6385 Shady Oak Road, Suite 280, Eden Prairie, MN 55344
This filing is an amendment to the previously filed Form 8-K of HEI, Inc., a Minnesota corporation (“HEI”), dated January 24, 2003, regarding HEI’s acquisition of the assets of the Colorado operations of Colorado MEDtech, Inc., a Colorado corporation (“CMED”).
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The following audited and unaudited financial statements of Colorado MEDtech, Inc.’s Colorado Operations (a business unit of Colorado MEDtech, Inc.) are filed.
| Page No. | ||||
| Independent Auditors’ Report | F-1 | |||
| Statements of Assets, Liabilities and Affiliate Investment as of December 31, 2002 and June 30, 2002 and 2001 | F-2 | |||
| Statements of Operations for the six-month periods ended December 31, 2002 and 2001 and the years ended June 30, 2002, 2001 and 2000 | F-4 | |||
| Statements of Cash Flows for the six-month periods ended December 31, 2002 and 2001 and the years ended June 30, 2002, 2001 and 2000 | F-5 | |||
| Notes to Financial Statements | F-7 | |||
(b) Pro Forma Financial Information.
The following pro forma financial information to give effect to HEI, Inc.’s acquisition of Colorado MEDtech, Inc.’s Colorado Operations (a business unit of Colorado MEDtech, Inc.) is filed.
| Page No. | ||||
| Unaudited consolidated balance sheet for the period ended March 1, 2003 for HEI, Inc. | F-24 | |||
| Unaudited pro forma combined condensed statements of operations for the six-month period ended March 1, 2003 for HEI, Inc. and December 31, 2002 for Colorado MEDtech, Inc.’s (CMED) Colorado Operations (a business unit of Colorado MEDtech, Inc.) (“AMD”) and for the twelve- month period ended August 31, 2002 for HEI, Inc. and June 30, 2002 for AMD | F-25 | |||
| Notes to Pro Forma Financial Information | F-27 | |||
(c) Exhibits:
| 2.1 | Purchase Agreement, dated as of January 24, 2003, by and between HEI, Inc. and Colorado MEDtech, Inc.(1) | |
| 2.2 | Registration Rights Agreement, dated as of January 24, 2003, by and between HEI, Inc. and Colorado MEDtech, Inc.(1) | |
| 2.3 | Subordinated Promissory Note, dated as of January 24, 2003, issued by HEI, Inc. and accepted by Colorado MEDtech, Inc.(1) | |
| 2.4 | Lease, dated as of January 7, 2002, by and between Eastside Properties, LLC and Colorado MEDtech, Inc., subsequently assigned to HEI, Inc.(2) | |
| 2.5 | First Addendum to Lease, dated September 12, 2002, by and between Colorado MEDtech, Inc., subsequently assigned to HEI, Inc.(2) | |
| 2.6 | Second Addendum to Lease, dated January 23, 2003, and between Eastside Properties, LLC and Colorado MEDtech, Inc., subsequently assigned to HEI, Inc.(2) | |
| 2.7 | Agreement Regarding Additional Security Deposit, by and between Eastside Properties, Inc. and HEI, Inc.(2) | |
| 23.1 | Consent of KPMG LLP(2) |
| (1) | Incorporated hereby by reference to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 24, 2003. | |
| (2) | Filed herewith. |
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.
| HEI, INC | ||||
| Dated: April 9, 2003 | By | /s/ Steve E. Tondera, Jr. | ||
| Steve E. Tondera, Jr. Its: Chief Financial Officer, Treasurer, Vice President Finance and Secretary | ||||
