-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PspoaxMwVIH9xSsvKoh74Nk/MdaUjK1S1dzfuJnudRf9xRWauLA53jVE/8YNEJK5 XDD5HY3jfXdXTS541Htuqw== 0001047469-98-029163.txt : 19980805 0001047469-98-029163.hdr.sgml : 19980805 ACCESSION NUMBER: 0001047469-98-029163 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980804 SROS: NASD 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: DEFA14A SEC ACT: SEC FILE NUMBER: 000-10078 FILM NUMBER: 98676485 BUSINESS ADDRESS: STREET 1: 1495 STEIGER LAKE LN STREET 2: P O BOX 5000 CITY: VICTORIA STATE: MN ZIP: 55386 BUSINESS PHONE: 6124432500 MAIL ADDRESS: STREET 1: P O BOX 5000 STREET 2: 1495 STEIGER LAKE LANE CITY: VICTORIA STATE: MN ZIP: 55386 DEFA14A 1 DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section240.14a-11(c) or Section240.14a-12 HEI, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- (5) Total fee paid: ----------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- NEWS RELEASE [LETTERHEAD] HEI ASTOUNDED BY FANT'S LATEST PRESS RELEASE VICTORIA, MN (August 3, 1998) Eugene Courtney, HEI's Chief Executive Officer, said today that the Company was astounded by Mr. Fant's comments in this morning's press release. Courtney stated, "Fant's comments this morning continue his disturbing pattern of mischaracterizing the facts. Unfortunately, we once again need to set the record straight. - - Mr. Fant has placed calls to me from time to time for the apparent purpose of twisting our conversations or lack of conversations into distorted press releases or advertisements. Our most recent call was on Saturday. I did not refuse to sit down with him as he alleged. Indeed, I called him on Sunday and left a message that we remain willing to sit down with him to hear any constructive proposals that he might have to benefit all shareholders. That apparently is not what Mr. Fant wanted to hear. - - HEI is very interested in letting the shareholders decide. We will not delay the meeting or the vote. However, under Minnesota law, the Fant group can vote only 20% of the HEI shares, and we believe that the group includes not just Mr. Fant, but his sister and his financial advisor, and together that group owns more than 20% of the shares. We are seeking a court decision to that effect. As directors, we have a duty to ensure that the Fant group's shares are voted in accordance with Minnesota law. - - The Federal Court in Alabama determined that HEI's legal action should be heard in Alabama solely because Fant hastily filed suit in Alabama before HEI, in response to Fant's lawsuit, reluctantly filed its action in Minnesota. We believe that Fant's early filing in Alabama was made for the purpose of assuring that HEI's claims would be heard in Alabama. The Alabama judge will hear HEI's claims for a preliminary injunction tomorrow morning. - - HEI also believes that Fant has used numerous misleading advertisements and press releases. Two of the most blatantly untrue assertions are--that HEI's earnings have declined dramatically during the past five years and that it is necessary to vote in favor of Fant to tender shares into the tender offer. We believe that these untrue statements were deliberately intended to confuse shareholders into voting for Fant, and the court should decide whether that confusion has made an informed decision impossible. It is very upsetting to HEI that constructive dialog with Mr. Fant appears impossible because of Mr. Fant's apparent desire to distort conversations for his personal gain rather than to engage in meaningful discussions." - -------------------------------------------------------------------------------- HEI IS A MINNESOTA-BASED COMPANY SPECIALIZING IN THE DESIGN AND MANUFACTURE OF ULTRAMINIATURE MICROELECTRONIC DEVICES AND HIGH TECHNOLOGY PRODUCTS INCORPORATING THOSE DEVICES. THE COMPANY'S STOCK TRADES ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL HEII. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----