-----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, RA9AvXeYnt1+PeGsL1TbwDRT4AOW/OcaJuW0L6eM7h+5VSQATMHqCem5fgxTlocY +ItGCG1SWMiqEkir3Hvliw== 0001047469-98-026653.txt : 19980709 0001047469-98-026653.hdr.sgml : 19980709 ACCESSION NUMBER: 0001047469-98-026653 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980708 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: 98661995 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 SCHED 14A SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT 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 Rule 14a-11(c) or Rule 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)(4) 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: ----------------------------------------------------------- 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] - ------------------------------------------------------------------------------- P.O. Box 5000 Victoria, Minnesota 55386 (612) 443-2500 www.heii.com - ------------------------------------------------------------------------------- CONTACT: Eugene W. Courtney, C.E.O. FOR IMMEDIATE RELEASE HEI, INC. CLAIMS FANT INDUSTRIES' RETENTION OF OUTSIDE CONSULTANT DEMONSTRATES FANT NOMINEES' LACK OF EXPERTISE TO RUN HEI VICTORIA, MN, July 8, 1998 HEI, Inc. deemed yesterday's news that Fant Industries, Inc. has engaged an outside consultant "to assist in formulating a growth strategy for HEI..." to be an acknowledgment of HEI's long-standing criticism that Fant Industries and its controlling shareholder, Anthony J. Fant, (collectively, "Fant") do not have the knowledge or experience to run HEI. Fant is currently seeking to replace the current HEI Board at an August 4, 1998 Special Shareholders Meeting with a slate of handpicked candidates. Eugene W. Courtney, HEI's Chief Executive Officer and a Director, commented: "Our Board has long been concerned about Mr. Fant and his nominees' lack of meaningful experience in and knowledge of HEI's high tech business, the design and manufacture of ultraminiature microelectronic devices. Our concern is particularly strong since, if Fant does win this election and becomes a senior executive officer of HEI, the fortunes of at least 70% of the stock he does not own and is not offering to buy will be subject to his on the job training. Hiring an outside consultant even before the vote is held demonstrates to us that Mr. Fant shares our assessment that he lacks the pertinent experience to lead this high tech company. "The current HEI Board has the hard earned knowledge and expertise necessary for success in this business that Fant and his nominees apparently lack. That knowledge and expertise enabled us to successfully exit the disk drive portion of our business last year and establish a stronger presence in the high-growth hearing aid, medical device and communications markets. "The current HEI Board knows where the future growth of the Company lies and is pursuing it. The shareholders should not have to bear the burden of high priced consultants retained to educate a new, inexperienced Board and senior executive officers. We continue to urge our shareholders to vote against Fant's proposals at the Special Meeting." - ------------------------------------------------------------------------------- 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. - ------------------------------------------------------------------------------- FORWARD LOOKING INFORMATION INFORMATION IN THIS NEWS RELEASE THAT IS NOT HISTORICAL INCLUDES FORWARD-LOOKING STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL OF SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, ADVERSE BUSINESS OR MARKET CONDITIONS, THE ABILITY OF HEI TO SECURE AND SATISFY CUSTOMERS, THE AVAILABILITY AND COST OF MATERIALS FROM HEI'S SUPPLIERS, ADVERSE COMPETITIVE DEVELOPMENTS, CHANGE IN OR CANCELLATION OF CUSTOMER REQUIREMENTS, AND OTHER RISKS DETAILED FROM TIME TO TIME IN HEI'S SEC FILINGS. # # # -----END PRIVACY-ENHANCED MESSAGE-----