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 (Date of earliest event reported): October 30, 1997
HEICO CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 1-4604 65-0341002
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
3000 TAFT STREET, HOLLYWOOD, FLORIDA 33021
(Address of principal offices)
Registrant's telephone number, including area code: 954/987-6101
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 30, 1997, the Company entered into a strategic alliance with
Lufthansa Technik AG, the technical services subsidiary of Lufthansa
German Airlines ("Lufthansa"), whereby Lufthansa invested approximately
$26 million in HEICO Aerospace Holdings Corporation, a subsidiary of the
Company ("HEICO Aerospace"), including $10 million paid at closing and
approximately $16 million to be paid to HEICO Aerospace over three years
pursuant to a research and development cooperation agreement which will
partially fund accelerated development of additional FAA-approved
replacement parts for jet engines. In addition, Lufthansa and HEICO
Aerospace have agreed to cooperate regarding technical services and
marketing support for jet engine parts on a worldwide basis. Lufthansa
received a 20% minority interest in HEICO Aerospace.
Lufthansa is the world's largest independent provider of engineering and
maintenance services for aircraft and aircraft engines supporting over
200 airlines, governments and other customers on a worldwide basis.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable
(b) Pro forma financial information.
The following unaudited pro forma consolidated condensed
financial information filed by the Company with the Commission
pursuant to the Exchange Act as contained in the Registration
Statement on Form S-3 dated November 7, 1997 is hereby
incorporated by reference in this Form 8-K:
Introductory note to unaudited pro forma consolidated condensed
financial statements.
Unaudited pro forma consolidated condensed balance sheet as of
July 31, 1997.
Unaudited pro forma consolidated condensed statement of
operations for the nine months ended July 31, 1997.
Unaudited pro forma consolidated condensed statement of
operations for the year ended October 31, 1996.
Notes to the unaudited pro forma consolidated condensed
financial statements.
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(c) Exhibits
2.1 Stock Purchase Agreement, dated October 30, 1997, by and
among HEICO Corporation, HEICO Aerospace Holdings Corp.
and Lufthansa Technik AG is incorporated by reference to
Exhibit 10.32 to the Company's Registration Statement on
Form S-3 filed on November 7, 1997.
2.2 Shareholders Agreement, dated October 30, 1997, by and
between HEICO Aerospace Holdings Corp., HEICO Aerospace
Corporation and all of the shareholders of HEICO
Aerospace Holdings Corp. and Lufthansa Technik AG is
incorporated by reference to Exhibit 10.33 to the
Company's Registration Statement on Form S-3 filed on
November 7, 1997.
99.1 Press Release of HEICO Corporation, dated October 31,
1997.
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SIGNATURE
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 thereunto duly authorized.
HEICO CORPORATION
Date: November 14, 1997 BY: /s/ THOMAS S. IRWIN
-------------------------
Thomas S. Irwin
Executive Vice President
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release of HEICO Corporation, dated October 31, 1997.