================================================================================
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) February 9, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
In accordance with HEI, Inc.'s ("the Company') existing policy on
Director Fees, Mr. Thomas Leahy, as a new director, will receive an award of
6,000 restricted shares ("Performance Shares"). The form of such award has been
previously filed with the Securities and Exchange Commission. In addition Mr.
Leahy will receive remuneration for service on the Board of Directors in
accordance with the Board's existing policy on Director Fees.
In connection with Mr. Dennis J. Leisz's resignation from the Company's
Board of Directors, the Board approved of the acceleration of vesting on 32,500
stock options granted February 5, 2003, March 19, 2003, January 14, 2004,
February 11, 2004 and March 2, 2005.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) Mr. Dennis J. Leisz voluntarily resigned as director of the Company
effective February 9, 2006. Mr. Leisz's resignation did not involve a
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
(d) On February 10, 2006, the Board of Directors elected Mr. Thomas
Leahy as a Class II Director of the Company to serve until the 2007 annual
meeting of stockholders and until his successor is duly elected and qualified.
Mr. Leahy will act as Chairman of the Board of Directors and will also serve on
the Compensation Committee.
A copy of the press release announcing the resignation of Mr. Leisz and
the election of Mr. Leahy is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
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 February 13, 2006, announcing the resignation
of Mr. Leisz and the election of Mr. Leahy as a Class II Director.
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: February 13, 2006
By /s/ Timothy Clayton
-----------------------
Timothy Clayton
Its: Chief Financial Officer
3
EXHIBIT INDEX
99.1 Press Release dated February 13, 2006, announcing the resignation of Mr.
Leisz and the election of Mr. Leahy as a Class II Director.
4