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0000950137-07-013152.txt : 20070828 0000950137-07-013152.hdr.sgml : 20070828 20070828160834 ACCESSION NUMBER: 0000950137-07-013152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070824 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070828 DATE AS OF CHANGE: 20070828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEI INC CENTRAL INDEX KEY: 0000351298 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 410944876 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10078 FILM NUMBER: 071084085 BUSINESS ADDRESS: STREET 1: 1495 STEIGER LAKE LN STREET 2: P O BOX 5000 CITY: VICTORIA STATE: MN ZIP: 55386 BUSINESS PHONE: 9524432500 MAIL ADDRESS: STREET 1: P O BOX 5000 STREET 2: 1495 STEIGER LAKE LANE CITY: VICTORIA STATE: MN ZIP: 55386 8-K 1 c18196e8vk.htm CURRENT REPORT e8vk

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)		August 24, 2007

HEI, Inc.

(Exact name of registrant as specified in its charter)


Minnesota	0-10078	41-0944876

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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))

Section 5 — Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective on August 24, 2007, the Board of Directors of HEI, Inc. (the “Company”) amended the Company’s Bylaws to allow for the issuance of uncertificated shares via electronic book entry. By being able to issue uncertificated shares, the Company may now participate in the Direct Registration System, which is currently administered by the Depository Trust Company. The Direct Registration System allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates.

A copy of the Amendment to the Bylaws is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Amendment to the Bylaws dated August 24, 2007.

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: August 28, 2007	By /s/ Mark B. Thomas
	Mark B. Thomas
	Its: Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
3.1		Amendment to the Bylaws dated August 24, 2007.

EX-3.1 2 c18196exv3w1.htm AMENDMENT TO THE BYLAWS exv3w1

AMENDMENT TO THE BYLAWS
OF
HEI, INC.

On August 24, 2007, the following resolutions amending the Bylaws of HEI, Inc. were approved by the Board of Directors pursuant to Article VI, Section (f) of the Amended and Restated Articles of Incorporation and Minnesota Law.

RESOLVED, that the Bylaws of the Corporation are hereby amended in that Article V, Section 5.01, Certificates for Shares, shall be amended to read in its entirety as follows:

“SECTION 5.01. Certificates for Shares. Shares of the corporation’s stock may be certificated or uncertificated, as provided under Minnesota law. All certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the Chief Executive Officer and the Secretary or an Assistant Secretary, or by such officers as the Board of Directors may designate. Any or all of the signatures on the certificate may be a facsimile.”

RESOLVED FURTHER, that the Bylaws of the Corporation are hereby amended in that Article V, Section 5.03, Transfer of Shares, shall be amended to read in its entirety as follows:

“SECTION 5.03. Transfer of Shares. Transfers of stock shall be made on the books of the corporation only by the record holder of such stock, or by attorney lawfully constituted in writing, and, in the case of stock represented by a certificate, upon surrender of the certificate.”