SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 6, 2000
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HEI, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Minnesota
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(State or Other Jurisdiction of Incorporation)
0-10078 41-0944876
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(Commission File Number) (IRS Employer Identification No.)
1495 Steiger Lake Lane, Victoria, Minnesota 55386
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(Address of Principal Executive Offices) (Zip Code)
952-443-2500
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On March 6, 2000, HEI, Inc., a Minnesota corporation ("HEI"), completed its
acquisition of Cross Technology, Inc., a Minnesota corporation ("Cross"), in
accordance with an Agreement and Plan of Reorganization (the "Merger
Agreement"), dated as of February 25, 2000, between HEI, Cross and the
shareholders of Cross. Cross, which is now a wholly owned subsidiary of HEI,
manufactures and markets wireless Smart Cards and other ultra-miniature radio
frequency (RF) applications.
As provided in the Merger Agreement, each share of Cross common stock
outstanding was canceled and exchanged for 5 shares of HEI common stock. In
total, HEI issued 600,000 shares of its common stock in exchange for all of the
issued and outstanding shares of Cross common stock. The closing price of HEI
common stock on the Nasdaq Stock Market on March 6, 2000 was $13-1/8. The
merger was structured as a tax-free reorganization for U.S. federal income tax
purposes, and HEI intends to account for the merger as a pooling of interests.
Prior to the merger, no material relationship existed between Cross and HEI
or any of its affiliates, any director or officer of HEI, or any associate of
any such director or officer. In connection with the merger, management of HEI
has recommended to its Board of Directors that the Board be expanded by one seat
and that Leonard Hadden, the former president of Cross, be named to fill that
seat. HEI's Board of Directors has not yet acted on the recommendation.
The foregoing information is only a summary and is qualified in its
entirety by the information contained in the documents filed as exhibits to this
Form 8-K.
Item 7. Financial Statements and Exhibits.
(a) The required financial statements of Cross currently are not
available. The financial statements will be filed as soon as
practicable, but no later than May 19, 2000.
(b) The required pro forma financial information related to the
acquisition of Cross currently is not available. The pro forma
information will be filed as soon as practicable, but no later than
May 19, 2000.
(c) Exhibits:
2.1 Agreement and Plan of Reorganization, dated February 25, 2000,
by and among HEI, Inc., Cross Technology, Inc., Leonard
Acquisition Corp., and the shareholders of Cross Technology.
99.1 Press release describing the proposed merger, dated February 28,
2000.
99.2 Press release describing the completed merger, dated March 6,
2000.
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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 behalf of the undersigned
thereunto duly authorized.
Dated: March 21, 2000
HEI, INC.
By /s/ Anthony J. Fant
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Anthony J. Fant
Chairman and
Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated February 25, 2000, by
and among HEI, Inc., Cross Technology, Inc., Leonard Acquisition
Corp., and the shareholders of Cross Technology.
99.1 Press release describing the proposed merger, dated February 28,
2000.
99.2 Press release describing the completed merger, dated March 6,
2000.
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