-----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, E3iaoAtJKAzIGUswohvMwC4FEl9hMxg0+bUpp5r823PhIOk5QyJPwkCEsvL3CD5o HHEXIVNc3ZLbybemLzxmHA== 0001047469-98-024866.txt : 19980623 0001047469-98-024866.hdr.sgml : 19980623 ACCESSION NUMBER: 0001047469-98-024866 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980622 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: 98651696 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: ----------------------------------------------------------------------- FROM THE DESK OF EUGENE W. COURTNEY Dear Shareholder: I think you will find the attached letter from our new President, Don Reynolds, to be very informative concerning the strengths of our company and our prospects for future growth. For your convenience, enclosed is a proxy card and postage paid envelope to vote at the upcoming Special Meeting. Your Board strongly urges you to support our efforts to increase shareholder value by voting against Proposal 1 and 3 and for Proposal 2. If you have any questions, or need any assistance, please call Innisfree M&A at 1-888-750-5834. Best regards, Gene 1495 Steiger Lake Lane [LOGO] P.O. Box 5000 Victoria, MN 55386-5000 (612) 443-2500 (612) 443-2668 Fax
Donald R. Reynolds President June 19, 1998 To HEI Shareholders: I appreciate the opportunity to introduce myself as your recently appointed President, and to talk about HEI and why I'm so excited about our future. In my short time here, I have been able to personally verify the strong customer relationships, the opportunity for significant growth and the solid financial foundation that attracted me to HEI in the first place. I have met with customers from each of our primary markets (hearing, medical and communications). Our customers consider us to be a "key" supplier/partner, vital to the long-term success of their company. They note that HEI has the technology base, the world class ISO-9001 facilities and equipment, and the highly skilled workforce dedicated to working closely with customers and providing value-added products and services. It is so gratifying to personally hear a customer take responsibility for selecting HEI as their partner and feel their obvious pride in that decision. HEI's customers also consider us to be a design partner having a vital role in their product formulation and the technical direction of their company. I urge you to examine the enclosed product data sheet to give you an understanding of some of the advanced technology that HEI uses today. HEI's ability to differentiate itself in terms of products and application expertise has been a major factor in its success and will be even more important to our customers in the future. Did you know that within the next three years it is anticipated that: - 85% of the hearing aids used in the United States will be "in the ear" devices. Their size dictates the use of ultraminiature technology, which is HEI's core competency. - The defibrillator segment of the medical market will more than double. - The fiber-optic communications market will have grown by an average of more than 20% per year. These seemingly unrelated bits of information are relevant to HEI because these three large and expanding markets--hearing, medical, and communications--use over $500 million of microelectronic products such as those HEI designs and builds, and they are growing at incredible rates. HEI's customer base includes leaders in each of these markets and we believe we are well positioned for further growth. The management team at HEI has brought this company from a financially struggling situation to a strong position, capable of penetrating large and growing markets. In the third quarter of this fiscal year we generated $6 million in sales to the medical, hearing and communications markets. This represents a 53% sales growth in these markets for the first nine months of 1998 as compared to the same period in 1997. HEI has financial strength, solid customers, an experienced management team, dedicated employees and aggressive strategic plans focused on the growth markets I've described above. It is easy to see why I'm enthusiastic about our future. I also believe in your Board of Directors and their significant part in HEI's success. They understand the technologies described in the attachment, and they have experience in the markets we serve. They continue to look for ways to increase value for all shareholders. Together, I believe the present HEI team--your board of directors, management and employees--will produce an even brighter future for us all. I look forward to meeting you at future shareholders meetings or through your communications as we go forward. Thank you for your support. Sincerely, [SIG] Donald R. Reynolds President HEI's ISO 9001 certified facilities provide world- class microelectronic packaging services using today's most advanced bare die packaging technology. For more than 25 years, we have consistently produced leading edge solutions for applications in Computer, Medical, Communication, Instrumentation, and other industries. [PHOTO OF VARIOUS OF HEI'S MICROELECTRONIC PRODUCTS AND APPLICATIONS OF MICROELECTRONIC PACKAGING TECHNOLOGY] ADVANCED PACKAGING SOLUTIONS [NSAI LOGO] I.S.EN ISO 9001 [LOGO] PACKAGING CAPABILITIES [PHOTO OF MCM MULTICHIP MODULES MULTICHIP Multichip modules from HEI - Thick film printing MODULE] can reduce board space for .006/.006 electronic circuits that - Diffusion patterning contain several integrated .004/.004 circuits with high I/O counts. - Fodel imaging These high density .002/.002 modules can be manufactured - Multilayer laminate on both ceramic and and ceramic laminate substrates with up - Die bond pitch to to 90% silicon coverage. .006 - Blind vias and thru vias to .002 ______________________________________________________________________________ CHIP-ON-LAMINATE [PHOTO OF Chip on laminate in most - Chip & wire CHIP-ON- cases is the lowest cost interconnects LAMINATE] packaging solution for - Flip chip IC circuit size reduction. integration Most circuitry requiring - Multilayer laminate less than 3 conductive designs layers with minimal power - Aluminum, gold and dissipation requirements palladium bonding are ideal applications for - Leading edge SMT to this technology. HEI can die design layout integrate chip & wire, flip chip, and surface mount devices, or combination of these technologies to offer the best final circuit price and performance. ______________________________________________________________________________ CHIP-ON-FLEX [PHOTO OF Direct chip attach and - Chip & wire flex CHIP-ON-FLEX] interconnect on flex interconnect circuitry can offer - Flip chip on flex reduced size as well as IC integration flexible interconnection - Passive component capability. HEI can attachment manufacture active flex - Flex design/CAD circuitry using both chip & support wire, and flip chip - X-ray inspection technology. Chip-on-flex can capability offer the most adaptable finished product assembly. ______________________________________________________________________________ BGA/CSP/FLIP CHIP [PHOTO OF HEI Flip Chip/BGA/CSP - Flip chip and chip & FLIP CHIP/ technology can accommodate wire interconnects BGA/CSP] either single chip or - Ceramic or laminate multiple chip integration on substrates both ceramic and laminate - Single and multiple substrates. These high IC packages density packages offer the - .006 - .008 die smallest circuit outline bump pitches with finished sizes only - Outlines as small slightly larger than the as .008 larger than circuit IC's IC - Full test and X-ray inspection capabilities ______________________________________________________________________________ CHIP STACKING [PHOTO OF HEI specializes in - Multilevel IC CHIP STACKING] multilevel interconnection of interconnects semiconductors. "Chip stacking" - Chip stacking can be achieved by mounting - Aluminum, gold, wire bonded IC's over flip and palladium chip circuits, mounting IC's bonding on top of other wire bonded - Flip chip and wire IC's, or mounting IC's over bond combinations passive components. Vertical - Creative package stacking of both active and design passive components can minimize the finished circuit outline. ______________________________________________________________________________ BOX 5000 - 1495 STEIGER LAKE LANE - VICTORIA, MN 55386 - Phone (612) 443-2500 FAX (612) 443-2668 - INTERNET: http://www.heii.com [LOGO] -----END PRIVACY-ENHANCED MESSAGE-----