S-8 POS

As filed with the Securities and Exchange Commission on March 9, 2004

Registration No. 333-95551      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HEI, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Minnesota	41-0944876
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification number)

P.O. Box 5000, 1495 Steiger Lake Lane
Victoria, MN 55386
(952) 443-2500
(Address and Telephone Number of Principal Executive Offices)

HEI, Inc. 1998 Stock Option Plan
As Amended through February 11, 2004
(Full Title of the Plan)

	Copy To:
Mack V. Traynor III	Jean M. Davis, Esq.
Chief Executive Officer and President	Gray, Plant, Mooty, Mooty & Bennett, P.A.
HEI, Inc.	500 IDS Center
P.O. Box 5000, 1495 Steiger Lake Lane	80 South Eighth Street
Victoria, Minnesota 55386	Minneapolis, Minnesota 55402
(952) 443-2500	(612) 632-3000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum	Proposed Maximum
	Amount to be		Offering Price	Aggregate Offering		Amount of
Title of Securities to be Registered	Registered(1)		Per Share (2)	Price (2)		Registration Fee
Common Stock, $0.05 par value		350,000	$3.25	$	1,137,500	$144.12

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares which may be offered or sold pursuant to the HEI, Inc. 1998 Stock Option Plan, as amended (the “Plan”) as a result of the operation of the provisions in the Plan intended to prevent dilution in the event of stock splits, consolidations or similar changes in capital stock.

(2) Estimated solely for the purpose of determining the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act and based upon the average of the high and low sales prices for such common stock on March 2, 2004, as reported on the Nasdaq National Market.

TABLE OF CONTENTS

GENERAL INSTRUCTION E INFORMATION
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
	ITEM 8. EXHIBITS.
SIGNATURES
EXHIBIT INDEX
Amendment No. 2 to 1998 Stock Option Plan
Opinion and Consent of Gray, Plant, Mooty, Mooty
Consent of KPMG LLP

GENERAL INSTRUCTION E INFORMATION

     HEI, Inc., a Minnesota corporation (the “Company” or the “Registrant”), is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 for the purpose of registering, in accordance with General Instruction E of Form S-8, an additional 350,000 shares of the Company’s common stock, par value $0.05, to be issued under the Company’s 1998 Stock Option Plan, as amended. The contents of the Company’s previously filed Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 27, 2000 (File No. 333-95551), as amended by the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 16, 2002, is hereby incorporated by reference in its entirety, including the exhibits to such Registration Statement, as amended.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

• Our Annual Report on Form 10-K for the fiscal year ended August 31, 2003, filed with the SEC on December 16, 2003.

• Our Current Report on Form 8-K, filed with the SEC on September 24, 2003.

• Our Current Report on Form 8-K, filed with the SEC on October 21, 2003.

• Our Current Report on Form 8-K, filed with the SEC on October 30, 2003.

• Our Current Report on Form 8-K, filed with the SEC on December 2, 2003.

• Our Current Report on Form 8-K, filed with the SEC on December 16, 2003.

• Our Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2003, filed with the SEC on January 13, 2004.

• Our Current Report on Form 8-K, filed with the SEC on January 14, 2004.

• Our Current Report on Form 8-K, filed with the SEC on January 20, 2004.

• Our Current Report on Form 8-K, filed with the SEC on February 12, 2004.

• Our Current Report on Form 8-K, filed with the SEC on February 18, 2004, as amended by Amendment No. 1 to our Current Report on Form 8-K/A, filed with the SEC on February 19, 2004.

• The description of our common stock is contained in our Registration Statement on Form 10, filed on December 29, 1981, and Amendment No. 1 to such Registration Statement, filed on December 24, 1984.

1

     All documents subsequently filed by the Company and the Plan with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing such documents.

ITEM 8. EXHIBITS.

Exhibit No.	Description
4.1	Amended and Restated Articles of Incorporation of HEI, Inc. (1)
4.2	Amended and Restated By-Laws of HEI, Inc. (1)
4.3	HEI, Inc. 1998 Stock Option Plan adopted November 18, 1998. (2)
4.4	Amendment No. 2 to HEI, Inc. 1998 Stock Option Plan adopted February 11, 2004. *
5.1	Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.*
23.1	Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in Exhibit 5.1). *
23.2	Consent of KPMG LLP.*

Notes to Exhibits

*	Filed herewith.
(1)	Filed as an exhibit to the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on January 23, 2003, and incorporated into this Registration Statement by reference.
(2)	Filed as an exhibit to the Annual Report on Form 10-KSB for the fiscal year ended August 31, 1998, and incorporated into this Registration Statement by reference.

2

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Victoria, State of Minnesota, on March 9, 2004.

HEI, Inc.
/s/ Mack V. Traynor, III
By:	Mack V. Traynor, III
Its:	Chief Executive Officer and President

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 9th day of March, 2004, by the following persons in the capacities indicated:

By	/s/ Mack V. Traynor, III
	Mack V. Traynor, III
	Chief Executive Officer, President and Director
	(Principal Executive Officer)
By	/s/ Douglas J. Nesbit
	Douglas J. Nesbit.
	Chief Financial Officer, Treasurer and
	Secretary
	(Principal Financial and Accounting Officer)
By	/s/ Dennis J. Leisz
	Dennis J. Leisz
	Chairman of the Board and Director
By
	Anthony J. Fant
	Director
By	/s/ Timothy F. Floeder
	Timothy F. Floeder
	Director
By	/s/ Michael J. Evers
	Michael J. Evers
	Director
By	/s/ George M. Heenan
	George M. Heenan
	Director

3

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Articles of Incorporation of HEI, Inc. (1)
4.2	Amended and Restated By-Laws of HEI, Inc. (1)
4.3	HEI, Inc. 1998 Stock Option Plan adopted November 18, 1998. (2)
4.4	Amendment No. 2 to HEI, Inc. 1998 Stock Option Plan adopted February 11, 2004. *
5.1	Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.*
23.1	Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
	(included in Exhibit 5.1). *
23.2	Consent of KPMG LLP.*

Notes to Exhibits

*	Filed herewith.
(1)	Filed as an exhibit to the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on January 23, 2003, and incorporated into this Registration Statement by reference.
(2)	Filed as an exhibit to the Annual Report on Form 10-KSB for the fiscal year ended August 31, 1998, and incorporated into this Registration Statement by reference.

EX-4.4

EXHIBIT 4.4

Amendment No. 2 to
HEI, Inc. 1998 Stock Option Plan
(Effective as of February 11, 2004)

Section 3(a) of the HEI, Inc. 1998 Stock Option Plan is amended in its entirety to read as follows:

     (a) Subject to adjustment as provided in Section 9 of this Plan, the number of Common Shares which may be (i) issued or transferred upon the exercise of Option Rights or Appreciation Rights, or (ii) awarded as Restricted Shares and released from substantial risk of forfeiture thereof or Deferred Shares, shall not in the aggregate exceed 1,650,000 Common Shares, which may be Common Shares of original issuance or Common Shares held in treasury or a combination thereof. For the purposes of this Section 3(a):

     (i) Upon payment in cash of the benefit provided by any award granted under this Plan, any Common Shares that were covered by that award shall again be available for issuance or transfer hereunder; and

     (ii) Upon the full or partial payment of any Option Price by the transfer to the Company of Common Shares or upon satisfaction of tax withholding obligations in connection with any such exercise or any other payment made or benefit realized under this Plan by the transfer or relinquishment of Common Shares, there shall be deemed to have been issued or transferred under this Plan only the net number of Common Shares actually issued or transferred by the Company less the number of Common Shares so transferred or relinquished.

EX-5.1

EXHIBIT 5.1

[LETTERHEAD OF GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A.]

March 9, 2004

HEI, Inc.
1495 Steiger Lake Lane
Victoria, Minnesota 55386

RE: Form S-8 Registration Statement

Gentlemen:

     We have acted as counsel for HEI, Inc., a Minnesota corporation (the “Company”), which has filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering 350,000 additional shares of Common Stock, par value $.05 per share (the “Common Stock”), of the Company initially issuable upon the exercise of stock options granted pursuant to the HEI, Inc. 1998 Stock Option Plan, as amended through February 11, 2004 (the “Plan”).

     We have examined such documents and have reviewed such questions of law as we have deemed necessary and appropriate for the purposes of this opinion.

     Based upon the foregoing, we are of the opinion that the shares of Common Stock initially issuable pursuant to the Plan have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan and its associated stock option agreements, will be validly issued, fully paid and nonassessable.

     Our opinions expressed above are limited to the laws of the State of Minnesota.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Gray, Plant, Mooty, Mooty & Bennett, P.A.

EX-23.2

EXHIBIT 23.2

INDEPENDENT AUDITOR’S CONSENT

To the Board of Directors of HEI, Inc.:

     We consent to the use of our reports for HEI, Inc. and subsidiaries incorporated herein by reference in this Form S-8.

/S/ KPMG LLP

Minneapolis, Minnesota
March 9, 2004