8-K

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 19, 2003

HEI, Inc.

(Exact name of Registrant as Specified in Charter)

Minnesota	0-10078	41-0944876
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6385 Shady Oak Road, Suite 280, Eden Prairie, MN 55344

(Address of Principal Executive Offices, including Zip Code)

(952) 443-2500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
	Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
SIGNATURES
Exhibit Index
EX-99.1 Press Release

Item 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.

     On March 19, 2003, HEI, Inc. issued a press release announcing that Dennis J. Leisz has been appointed as Chairman of the Board and Mack Traynor III has been appointed as Chief Executive Officer and President. Mr. Leisz and Mr. Traynor succeed Anthony Fant, who resigned from the positions of Chairman of the Board, Chief Executive Officer and President. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits.

The following exhibit is filed a part of this Current Report on Form 8-K.

Item No.	Description
99.1	Press release dated March 19, 2003.

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.

Dated: March 19, 2003	By	/s/ Mack Traynor III
		Mack Traynor III
		Its: Chief Executive Officer and President

Exhibit Index

Item No.	Description
99.1	Press release dated March 19, 2003.

EX-99.1 3 c75606exv99w1.txt EX-99.1 PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE (HEI, INC. LOGO) 6385 Old Shady Oak Road Eden Prairie, Minnesota 55344 USA 952-443-2500 CONTACTS: FOR IMMEDIATE RELEASE Mack Traynor III, CEO and President Steve E. Tondera, CFO HEI, INC. BOARD APPOINTS LEISZ AS CHAIRMAN AND TRAYNOR AS CEO AND PRESIDENT Minneapolis, MN - March 19, 2003 - HEI, Inc. (Nasdaq: HEII) today announced that effective today Dennis J. Leisz has been appointed as Chairman of the Board and Mack Traynor III has been appointed as Chief Executive Officer and President. Mr. Leisz and Mr. Traynor replace Anthony Fant, who resigned from the positions of Chairman of the Board, Chief Executive Officer and President. Mr. Fant remains a member of the Board. Mr. Leisz has served as a director of the Company since 2002. Mr. Leisz is currently the President, Chief Executive Officer and Treasurer of Wavecrest Corporation, a corporation that manufactures test and measurement instruments for the design and production test of semi-conductor, optical components and systems. Mr. Traynor has served as a director of the Company since 1998. Mr. Traynor has served as President and Chief Executive Officer for a number of companies, including Manitou Investments, an investment and business management firm, and Supreme Companies, Inc., a landscape and grounds maintenance company. HEI is seeking a permanent Chief Executive Officer and President. It is anticipated that Mr. Traynor will serve as Chief Executive Officer and President until such permanent replacement can be found. Mr. Traynor commented that "on behalf of the entire Board, I wish Anthony well in his future endeavors." ABOUT HEI, INC.: HEI, Inc. specializes in the design and manufacture of high performance, ultra miniature microelectronic devices and high-technology products incorporating those devices. HEI contributes to its customers' competitiveness in the hearing, medical, communications, wireless and contact smart cards, other RF applications, and industrial markets through innovative design solutions and by the application of state-of-the art materials, processes and manufacturing capabilities. FORWARD-LOOKING STATEMENTS: 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 future leadership of HEI, are forward looking statements. All of such forward-looking statements involve risks and uncertainties including, without limitation, adverse business or market conditions, the ability of HEI to recruit and retain leadership, the ability of HEI to secure and satisfy customers, the availability and cost of materials from HEI's suppliers, adverse competitive developments, change in or cancellation of customer requirements, and other risks detailed from time to time in HEI's SEC filings. -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                                                                    NEWS RELEASE

(HEI, INC. LOGO)
6385 Old Shady Oak Road
Eden Prairie, Minnesota 55344 USA
952-443-2500

CONTACTS:                                                  FOR IMMEDIATE RELEASE
         Mack Traynor III, CEO and President
         Steve E. Tondera, CFO

                 HEI, INC. BOARD APPOINTS LEISZ AS CHAIRMAN AND
                          TRAYNOR AS CEO AND PRESIDENT

Minneapolis, MN - March 19, 2003 - HEI, Inc. (Nasdaq: HEII) today announced that
effective today Dennis J. Leisz has been appointed as Chairman of the Board and
Mack Traynor III has been appointed as Chief Executive Officer and President.
Mr. Leisz and Mr. Traynor replace Anthony Fant, who resigned from the positions
of Chairman of the Board, Chief Executive Officer and President. Mr. Fant
remains a member of the Board.

Mr. Leisz has served as a director of the Company since 2002. Mr. Leisz is
currently the President, Chief Executive Officer and Treasurer of Wavecrest
Corporation, a corporation that manufactures test and measurement instruments
for the design and production test of semi-conductor, optical components and
systems.

Mr. Traynor has served as a director of the Company since 1998. Mr. Traynor has
served as President and Chief Executive Officer for a number of companies,
including Manitou Investments, an investment and business management firm, and
Supreme Companies, Inc., a landscape and grounds maintenance company.

HEI is seeking a permanent Chief Executive Officer and President. It is
anticipated that Mr. Traynor will serve as Chief Executive Officer and President
until such permanent replacement can be found.

Mr. Traynor commented that "on behalf of the entire Board, I wish Anthony well
in his future endeavors."

ABOUT HEI, INC.:

HEI, Inc. specializes in the design and manufacture of high performance, ultra
miniature microelectronic devices and high-technology products incorporating
those devices. HEI contributes to its customers' competitiveness in the hearing,
medical, communications, wireless and contact smart cards, other RF
applications, and industrial markets through innovative design solutions and by
the application of state-of-the art materials, processes and manufacturing
capabilities.

FORWARD-LOOKING STATEMENTS:

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 future leadership of HEI, are forward looking
statements. All of such forward-looking statements involve risks and
uncertainties including, without limitation, adverse business or market
conditions, the ability of HEI to recruit and retain leadership, the ability of
HEI to secure and satisfy customers, the availability and cost of materials from
HEI's suppliers, adverse competitive developments, change in or cancellation of
customer requirements, and other risks detailed from time to time in HEI's SEC
filings.