================================================================================ UNITED STATES 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) January 27, 2006 HEI, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) 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 -------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (952) 443-2500 Not Applicable -------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On January 25, 2006, Mr. James C. Vetricek notified HEI, Inc. (the "Company") of his intention to resign his position as Vice President of Operations in mid-February 2006. The Company does not presently intend to replace Mr. Vetricek. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 8.01 OTHER EVENTS. On January 27, 2006, HEI, Inc. (the "Company") issued a press release that describes a reorganization of the Company's management team. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. [The following Exhibits are filed as a part of this Report / The following Exhibits shall be deemed furnished and not filed as a part of this Report:] Exhibit No. Description of Exhibit - ----------- ------------------------------------------------------------------ 99.1 Press Release dated January 27, 2006, reporting Management Realignment including resignation of Vice President of Operations. 2 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. Date: January 27, 2006 By /s/ Timothy Clayton --------------------------- Timothy Clayton Its: Chief Financial Officer 3 EXHIBIT INDEX 99.1 Press Release dated January 27, 2006, reporting Management Realignment including resignation of Vice President of Operations. 4