8-K

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) December 26, 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release dated December 27, 2006

3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On December 26, 2006, the Listing Qualifications Department of The NASDAQ Stock Market approved the application of HEI, Inc. (the “Company”) to transfer the listing of the Company’s common stock to the NASDAQ Capital Market. The listing of the Company’s common stock will be transferred to The NASDAQ Capital Market at the opening of business on December 28, 2006. The trading symbol for the Company’s common stock, “HEII”, will not change.

     As previously reported, on December 5, 2006, the Company received a notice from the Listing Qualifications Department of The NASDAQ Stock Market indicating that, based on the Company’s Form 10-K for the period ended September 2, 2006, the Company’s stockholders’ equity did not comply with the minimum $10,000,000 stockholders’ equity requirement for continued listing on The NASDAQ Global Market as set forth in Marketplace Rule 4450(a)(3). The December 5, 2006 notice stated that the Company could, among other things, apply to transfer its common stock to The NASDAQ Capital Market if the Company satisfied the requirements for inclusion on The NASDAQ Capital Market. On December 15, 2006, the Board of Directors authorized management to transfer the listing of the Company’s common stock to the NASDAQ Capital Market. The Company submitted an application to transfer the listing of its common stock to the NASDAQ Capital Market on December 15, 2006.

     A press release announcing the transfer of the listing of the Company’s common stock to The NASDAQ Capital Market is attached hereto as Exhibit 99.1.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

99.1 Press Release dated December 27, 2006

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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 its behalf by the undersigned hereunto duly authorized.

	HEI, INC.
Date: December 27, 2006
	By	/s/ Mark B. Thomas
		Mark B. Thomas
		Its: Chief Executive Officer and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated December 27, 2006

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EX-99.1

I.      Exhibit 99.1

II.      HEI Transfers Listing to The NASDAQ Capital Market

1495 Steiger Lake Lane
Victoria, Minnesota 55386
952-443-2500

CONTACTS: For Immediate Release

     Mark B. Thomas, CEO

MINNEAPOLIS, MINNESOTA December 27, 2006— HEI, Inc. (NASDAQ: HEII) (www.heii.com) (“HEI” or the “Company”) announced that, On December 26, 2006, the Listing Qualifications Department of The NASDAQ Stock Market approved the Company’s application to transfer the listing of the Company’s common stock to the NASDAQ Capital Market. The listing of the Company’s common stock will be transferred to The NASDAQ Capital Market at the opening of business on December 28, 2006. The trading symbol for the Company’s common stock, “HEII,” will not change.

As previously reported, on December 5, 2006, the Company received a notice from the Listing Qualifications Department of The NASDAQ Stock Market indicating that, based on the Company’s Form 10-K for the period ended September 2, 2006, the Company’s stockholders’ equity did not comply with the minimum $10,000,000 stockholders’ equity requirement for continued listing on The NASDAQ Global Market as set forth in Marketplace Rule 4450(a)(3). The December 5, 2006 notice stated that the Company could, among other things, apply to transfer its common stock to The NASDAQ Capital Market if the Company satisfied the requirements for inclusion on The NASDAQ Capital Market. On December 15, 2006, the Board of Directors authorized management to transfer the listing of the Company’s common stock to the NASDAQ Capital Market. The Company submitted an application to transfer the listing of its common stock to the NASDAQ Capital Market on December 15, 2006.

About HEI, Inc. HEI, Inc. designs, develops and manufactures microelectronics, subsystems, systems, connectivity and software solutions for OEMs engaged in the medical equipment and medical device, hearing, communications, and industrial markets. HEI provides its customers with a single point of contact that can take an idea from inception to a fully functional, cost effective and manufacturability product utilizing innovative design solutions and by the application of state-of-the-art materials, processes and manufacturing capabilities.

Headquarters & Microelectronics Division	PO Box 5000, 1495 Steiger Lake Lane, Victoria, MN 55386
-Advanced Medical Division	4801 North 63rd Street, Boulder, CO 80301
-High Density Interconnect Division	610 South Rockford Drive, Tempe, AZ 85281
RF Identification and Smart Card Division	1546 Lake Drive West, Chanhassen, MN 55317

FORWARD LOOKING INFORMATION

Information in this news release, which is not historical, includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements contained in this press release, including the implementation of business strategies, growth of specific markets, improved results and the estimated HEI net sales, cash flow and profits ,HEI’s expectations regarding continued listing of HEI’s common stock on NASDAQ, are forward looking statements. All of such forward-looking statements involve risks and uncertainties including, without limitation, continuing adverse business and market conditions, the ability of HEI to secure and satisfy customers, the availability and cost of materials from HEI’s suppliers, our ability to satisfy financial or other obligations or covenants set forth in our banking agreements, adverse competitive developments, change in or cancellation of customer requirements, the integration of the Advanced Medical Division, collection of outstanding debt, HEI’s ability to succeed on the merits and defend against litigation, and other risks detailed from time to time in HEI’s SEC filings. We undertake no obligation to update these statements to reflect ensuing events or circumstances, or subsequent actual results.