-----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, AHwEkT64omTr4U0kjzXWE3afNGeLFjR3HlLMUo9nik0wAnKDxT5Fuazjd7hD85NC DIr+6SpvB47K+eoqeR7d6A== 0001047469-98-013898.txt : 19980407 0001047469-98-013898.hdr.sgml : 19980407 ACCESSION NUMBER: 0001047469-98-013898 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980406 EFFECTIVENESS DATE: 19980406 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: S-8 SEC ACT: SEC FILE NUMBER: 333-49489 FILM NUMBER: 98588329 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 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON _________, 1998 REGISTRATION NO. ____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------ 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 (IRS Employer of Incorporation or Organization) Identification No.) PO BOX 5000 1495 STEIGER LAKE LANE VICTORIA, MINNESOTA 55386 (Address of Principal Executive Offices) (Zip Code) HEI, INC. 1989 OMNIBUS STOCK COMPENSATION PLAN (Full title of the plan) EUGENE W. COURTNEY, CEO PO BOX 5000 1495 STEIGER LAKE LANE VICTORIA, MINNESOTA 55386 (Name and address of agent for service) (612) 443-2500 (Telephone number, including area code, of agent for service) COPIES TO: DEANNE M. GRECO, ESQ. MOSS & BARNETT A PROFESSIONAL ASSOCIATION 4800 NORWEST CENTER 90 SOUTH 7TH STREET MINNEAPOLIS, MN 55402 TELEPHONE: (612) 347-0287 CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT TO OFFERING AGGREGATE AMOUNT OF TITLE OF SECURITIES BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE - -------------------------------------------------------------------------------- Common Stock, 800,000 $.05 par value Shares $ 6.9375 $ 5,550,000 $ 1,637.25 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Common Stock as reported by The Nasdaq National Market on March 30, 1998. If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. /X/ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Except as specifically provided herein, the contents of Registration Statement on Form S-8 (SEC No. 33-33322), filed February 2, 1990, are incorporated herein by reference. ITEM 8. EXHIBITS The following exhibits are filed as a part of this registration statement:
Exhibit Number Description -------------- ----------- 5 Opinion of Counsel 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of Independent Public Accountants 24 Powers of attorney from Messrs. Courtney, Mortenson, Brueck, Franta and Zimmerman (included on signature page)
SIGNATURES 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 Minneapolis, State of Minnesota, on April 6, 1998. HEI, INC. BY: /s/ Eugene W. Courtney ------------------------- Eugene W. Courtney, CEO POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eugene W. Courtney, Jerald H. Mortenson, Deanne M. Greco and Thomas A. Judd and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, including any amendment increasing or decreasing the amount of securities for which registration is being sought or any registration statement for the same offering filed in accordance with Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
NAME TITLE DATE /s/ Eugene W. Courtney Chief executive officer and director April 6, 1998 - -------------------------------- (principal executive officer) Eugene W. Courtney /s/ Jerald H. Mortenson Chief financial officer (principal April 6, 1998 - -------------------------------- Financial officer) Jerald H. Mortenson /s/ Robert L. Brueck Director April 6, 1998 - -------------------------------- Robert L. Brueck /s/ William R. Franta Director April 6, 1998 - -------------------------------- William R. Franta /s/ Frederick M. Zimmerman Director April 6, 1998 - -------------------------------- Frederick M. Zimmerman
FORM S-8 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO. - ------------------------- ------------------------------------------ -------- 5 Opinion of Counsel 5 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of Independent Public Accountants 7 24 Powers of attorney from Messrs. Courtney, Mortenson, Brueck, Franta and Zimmerman (included on signature page)
EX-5 2 EXHIBIT 5 EXHIBITS 5 AND 23.1 MOSS & BARNETT A Professional Association 4800 Norwest Center 90 South Seventh Street Minneapolis, Minnesota 55402-4129 Telephone (612) 347-0300 Facsimile (612) 339-6686 April 6, 1998 Board of Directors HEI, Inc. PO Box 5000 1495 Steiger Lake Lane Victoria, Minnesota 55386 Re: Registration Statement on Form S-8 relating to 800,000 Additional Shares of Common Stock To Be Issued Pursuant to HEI, Inc. 1989 Omnibus Stock Compensation Plan Our File No.: 50,356.8 Gentlemen: This opinion is given in connection with the filing by HEI, Inc. (the "Registrant") with the Securities and Exchange Commission under the Securities Act of 1933, of a Registration Statement on Form S-8 (the "Registration Statement"), with respect to 800,000 shares of the Registrant's Common Stock, $.05 par value (the "Shares"), that may be issued in connection with the granting of awards under the Registrant's 1989 Omnibus Stock Compensation Plan (the "Plan"). The shares are in addition to the 300,000 shares registered pursuant to Registration Statement on Form S-8 (SEC No. 33-33322) filed on February 2, 1990 and 900,000 shares registered pursuant to Registration Statement on Form S-8 (SEC No. 33-46928) filed on April 1, 1992. Board of Directors Page 2 We have acted as counsel for the Registrant in connection with the filing of the Registration Statement. In so acting, we have examined the originals or copies, certified or otherwise identified to our satisfaction, of all corporate instruments and have made such inquiries of officers and representatives of the Registrant as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original of documents submitted to us as certified or photostatic copies. As to questions of fact material to such opinion that we have not independently established, we have relied upon representations or certificates of officers and directors of the Registrant. Based upon the foregoing, we are of the following opinion: 1. The Registrant has been duly incorporated and is validly existing as a corporation under the laws of the State of Minnesota. 2. The Shares to be issued under the Plan have been duly authorized and when issued and delivered as contemplated under the Plan will be validly issued and outstanding, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. We further consent to the use of this opinion as an exhibit to applications to the securities commissioners of various states of the United States for registration therein of various aggregate amounts of the Shares. Very truly yours, MOSS & BARNETT A Professional Association Deanne M. Greco DMG/m EX-23.2 3 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the registration statement of HEI, Inc. on Form S-8 pertaining to the 1989 Omnibus Stock Compensation Plan of HEI, Inc. of our report dated September 26, 1997 on our audits of the financial statements of HEI, Inc. as of August 31, 1997 and 1996, and for each of the years in the three year period ended August 31, 1997, which report is incorporated by reference in its Form 10-KSB for the year ended August 31, 1997. COOPERS & LYBRAND L.L.P. Minneapolis, Minnesota April 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----