S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HEI, INC.
(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation or organization)	41-0944876 (I.R.S. employer identification no.)
6385 Old Shady Oak Road, Suite 280 Eden Prairie, MN	55344-7766
(Address of principal executive offices)	(Zip code)

HEI, Inc. 1998 Stock Option Plan
(Full title of the plan)

Anthony J. Fant
6385 Old Shady Oak Road
Suite 280
Eden Prairie, MN 55344-7766
Chairman and Chief Executive Officer
(Name and address of agent for service)

952-443-2500
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

			Proposed maximum		Proposed maximum
Title of securities	Amount to be		offering price		aggregate		Amount of
to be registered	registered(1)		per share(2)		offering price(2)		registration fee
Common Stock, par value $.05 per share		700,000	$	7.95	$	5,565,000	$	511.95

[(1)] Represents the additional shares of Common Stock of HEI, Inc. issuable pursuant to the HEI INC 1998 Stock Option Plan.

[(2)] Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), based on the average high and low prices for the Common Stock reported on the Nasdaq National Market on April 15, 2002.

Pursuant to General Instruction E of Form S-8, this Registration Statement relates to the registration of 700,000 additional shares of Common Stock, $.05 par value per share (“Common Stock”), of the Registrant under the HEI, Inc. 1998 Stock Option Plan, a stock-based benefit plan for which the Registrant registered 600,000 shares of Common Stock under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 27, 2000 (File No. 333-95551), the contents of which (including any post-effective amendments thereto) are hereby incorporated by reference herein.

TABLE OF CONTENTS

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWER OF ATTORNEY
	EXHIBIT INDEX *
EX-5.(A) Opinion/Consent of Gray Plant Mooty Mooty
EX-23.(B) Consent of KPMG LLP

PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

4(a) *	Restated Articles of Incorporation of the Company, as amended.
4(b) *	By-Laws of the Company, as amended.
5(a)	Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23(a)	Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included as part of Exhibit 5).
23(b)	Consent of KPMG LLP.
23(c)	Power of Attorney (included on page _2_).
24	* Previously filed as an exhibit to the Definitive Proxy Statement on Form 14A filed on January 23, 2002, and incorporated herein by reference

1

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Eden Prairie, State of Minnesota, as of the 16^thday of April, 2002.

HEI, INC.
By	/s/ Anthony J. Fant
	Anthony J. Fant
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitute and appoint Anthony J. Fant as such person’s true and lawful attorney-in-fact and agent, each with full power of substitution, for such person, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and with such state securities commissions and other agencies as necessary, granting unto said attorney-in-fact and agent, with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on April 16, 2002 by the following persons in the capacities indicated:

Signature	Title
/s/ Anthony J. Fant	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Anthony J. Fant
/s/ Steve E. Tondera, Jr.	Vice President of Finance, Chief Financial Officer, Treasurer, Director
Steve E. Tondera, Jr.
/s/ Edwin W. Finch, III	Director
Edwin W. Finch, III
/s/ David W. Ortlieb	Director
David W. Ortlieb
/s/ Mack V. Traynor, III	Director
Mack V. Traynor, III

2

EXHIBIT INDEX *

Exhibit
4(a)*	Restated Articles of Incorporation of the Company, as amended.
4(b)*	By-Laws of the Company, as amended.
5(a)	Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23(a)	Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included as part of Exhibit 5)
23(b)	Consent of KPMG LLP.
24	Power of Attorney (included on page 2).
	* Previously filed as an exhibit to the Definitive Proxy Statement on Form 14A filed on January 23, 2002, and incorporated herein by reference.

3 EX-5.(A) 3 c68916s8ex5-a.txt EX-5.(A) OPINION/CONSENT OF GRAY PLANT MOOTY MOOTY [GRAY PLANT MOOTY LOGO] GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A. ATTORNEYS AT LAW 3400 CITY CENTER 33 SOUTH SIXTH STREET MINNEAPOLIS, MN 55402-3796 612 343-2800 FAX: 612 333-0066 www.gpmlaw.com April 16, 2002 HEI, Inc. 6385 Old Shady Oak Road Suite 280 Eden Prairie, MN 55344-7766 Re: Registration Statement on Form S-8 Ladies and 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, a Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering 700,000 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 20, 2002 (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.(B) 4 c68916s8ex23-b.txt EX-23.(B) CONSENT OF KPMG LLP CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors of HEI, Inc.: We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in this Form S-8. /s/ KPMG LLP Minneapolis, Minnesota April 16, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.(A)

                                      
[GRAY PLANT MOOTY LOGO]                  GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A.  ATTORNEYS AT LAW
                                         3400 CITY CENTER
                                         33 SOUTH SIXTH STREET
                                         MINNEAPOLIS, MN 55402-3796

                                         612 343-2800
                                         FAX: 612 333-0066
                                         www.gpmlaw.com




                                 April 16, 2002


HEI, Inc.
6385 Old Shady Oak Road
Suite 280
Eden Prairie, MN  55344-7766

         Re:   Registration Statement on Form S-8

Ladies and 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, a Registration Statement on Form S-8
(the "Registration Statement") for the purpose of registering 700,000 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 20, 2002
(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.(B)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of HEI, Inc.:


We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in this Form S-8.

                                              /s/ KPMG LLP
                                              Minneapolis, Minnesota
                                              April 16, 2002