-----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, DvKvnA/2pPCoW7Z/YSwtJ8vJONmvCZch4fmfNsWbTfTkQSKXBB9okZlFZoJYR2C4 7/jeDOUbGpLoFB1CRDZiFA== 0001047469-98-022743.txt : 19980604 0001047469-98-022743.hdr.sgml : 19980604 ACCESSION NUMBER: 0001047469-98-022743 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980603 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: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-10078 FILM NUMBER: 98641827 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 8-A12G/A 1 8-A12G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A-3 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HEI, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Minnesota 41-0944876 - ------------------------------------------------------------------------------- (State of Incorporation or Organization) (IRS Employer Identification No.) P.O. Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota 55386 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. / / If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. /X/ Securities Act registration statement file number to which this form relates: _________ (if applicable). Securities to be registered pursuant to Section 12(b) of the Act: TITLE OF EACH CLASS TO BE NAME OF EACH EXCHANGE ON WHICH SO REGISTERED EACH CLASS IS TO BE REGISTERED - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- - -------------------------------------- -------------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Rights to Purchase Common Stock - -------------------------------------------------------------------------------- (Title of class) - -------------------------------------------------------------------------------- (Title of class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Effective May 27, 1998, the Company amended Section 7(a) of the Rights Agreement dated May 27, 1988 by and between the Company and Norwest Bank Minnesota, N. A., as Rights Agent, to change the Final Expiration Date to August 10, 1998 and to amend Section 24(a) and the Form of Rights Certificate. ITEM 2. EXHIBITS. 1. Amendment and Extension of Rights Agreement dated May 27, 1998, by and between the Company and Norwest Bank Minnesota, N. A., as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. HEI, Inc. (Registrant) By: /s/ Eugene W. Courtney ---------------------------------- Dated: June 3, 1998 Eugene W. Courtney ------------------------- Its Chief Executive Officer 2 EX-99 2 EX=99 AMENDMENT AND EXTENSION OF RIGHTS AGREEMENT This Amendment and Extension (this "Amendment") between HEI, Inc., a Minnesota corporation (the "Company"), and Norwest Bank Minnesota, National Association, a National banking association (the "Rights Agent") dated as of May 27, 1998 to Rights Agreement dated as of May 27, 1988, as previously amended (the "Original Agreement"), between the Company and the Rights Agent. WITNESSETH: WHEREAS, pursuant to the Original Agreement, the Board of Directors declared and distributed to holders of Common Shares of the Company one right (a "Right" and collectively the "Rights") to purchase one-fourth (1/4) of a Common Share of the Company with respect to each Common Share of the Company outstanding on June 10, 1988 or which thereafter became outstanding upon the terms and subject to the conditions set forth in the Rights Agreement. WHEREAS, the Original Agreement provides that the Rights may not be exercised, and that no Rights will be distributed with respect to Common Shares that shall become outstanding, after June 10, 1998. WHEREAS, as a result of the demand of a holder of in excess of 10% of the outstanding Common Shares of the Company, the Board of Directors of the Company has called a Special Meeting of the shareholders of the Company to be held on August 4, 1998; and WHEREAS, the Board of Directors of the Company has determined that it would be in the best interests of the Company to change the Final Expiration Date under the Rights Agreement (which would extend the expiration date of the Rights) until August 10, 1998 and to further amend the Original Agreement in connection therewith. ACCORDINGLY, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: 1. Clause (i) of Section 7(a) of the Original Agreement is hereby amended by substituting August 10, 1998 for June 10, 1998 such that the Final Expiration Date, as defined in the Agreement, shall not occur until August 10, 1998. 2. Section 24(a) of the Original Agreement is hereby amended in its entirety to read as follows: Section 24. REDEMPTION. (a) The Company may, at its option, at any time prior to Close of Business, on the earlier of (i) the tenth Business Day after the Shares Acquisition Date or such later date as the Board of Directors may from time to time (including without limitation, after the Shares Acquisition Date) specify (except that any such specification of a later date by the Board of Directors must occur not later than the last to occur of such tenth Business Day following the Shares Acquisition Date or the last date specified by the Board of Directors at any time that the Board of Directors continues to have the right to redeem the Rights pursuant to this Section) or (ii) the Final Expiration Date (as defined in Section 7(a)(i) hereof), redeem all but not less than all the then outstanding Rights at a redemption price of $.05 per Right appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter referred to as the "Redemption Price"). 3. The reference in the Form of Rights Certificate attached as Exhibit A to the Original Agreement to "June 10, 1998" is hereby changed to August 10, 1998. The Original Agreement shall remain in full force and effect without amendment except this Amendment and any other amendment made in accordance with Section 27 of the Agreement. All references in the Original Agreement to "this Agreement" or the "Agreement" or "hereof" and all references in this Amendment to the Agreement shall hereafter be deemed to be references to the Original Agreement as amended by this Amendment, any previous amendment and any other amendment made in accordance with Section 27 of the Agreement. All terms used in this Amendment that are defined in the Original Agreement but are not defined herein shall have the meanings ascribed to them in the Original Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written. HEI, Inc. By: /s/ Eugene W. Courtney Its Chief Executive Officer Norwest Bank Minnesota, National Association By /s/ Susan L. Roeder Its Assistant Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----