-----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, AEFzGYnfcHAD7sI/nlEXxo7PO+IDpGAz84DMf93J93qdfSvjxzufU1SZatlXmZDF HEbF+lQIGXh0TF1UwMvCMg== 0001275287-05-002466.txt : 20050711 0001275287-05-002466.hdr.sgml : 20050711 20050711124535 ACCESSION NUMBER: 0001275287-05-002466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050707 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050711 DATE AS OF CHANGE: 20050711 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10078 FILM NUMBER: 05947440 BUSINESS ADDRESS: STREET 1: 1495 STEIGER LAKE LN STREET 2: P O BOX 5000 CITY: VICTORIA STATE: MN ZIP: 55386 BUSINESS PHONE: 9524432500 MAIL ADDRESS: STREET 1: P O BOX 5000 STREET 2: 1495 STEIGER LAKE LANE CITY: VICTORIA STATE: MN ZIP: 55386 8-K 1 hi3042.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2005 HEI, Inc. -------------------------------------------------- (Exact name of Registrant as Specified in Charter) Minnesota 0-10078 41-094487 ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) PO Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota 55386 -------------------------------------------------------------- (Address of Principal Executive Offices, including Zip Code) (952) 443-2500 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2.): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On July 7, 2005, HEI, Inc., a Minnesota corporation (the "Company"), entered into an amendment (the "Amendment") to its Account Receivable Agreement, dated May 29, 2003, and previously amended on December 12, 2003, July 1, 2004, December 7, 2004, December 29, 2004 and January 12, 2005, with Beacon Bank (the "Accounts Receivable Agreement"). The Amendment amends the Accounts Receivable Agreement to extend the term of the facility to September 1, 2006 and to continue the maximum borrowing capacity of $5 million, subject to availability based no accounts receivable balances, at an interest rate of Prime plus 2.75% on net funds borrowed. The Amendment also provides that borrowings will be subject to an immediate discount of .85% for processing. The facility continues to be secured by the Company's accounts receivable, inventory and general intangibles. A copy of the Amendment is filed as Exhibit 10.1 to this Report and a copy of the Company's press release announcing the Amendment is furnished as Exhibit 99.1 to this Report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits The following Exhibits are filed as a part of this Report with the exception that Exhibit 99.1 shall be deemed furnished and not filed as a part of this Report: Exhibit No. Description of Exhibit - ----------- ----------------------------------------------------------------- 10.1 Amendment dated July 7, 2005, to Accounts Receivable Agreement, dated May 29, 2003, and previously amended on December 12, 2003, July 1, 2004, December 7, 2004, December 29, 2004 and January 12, 2005, between HEI, Inc. and Beacon Bank. 99.1 Press release issued July 7, 2005 announcing the Company announcing the amendment to its credit facility with Beacon Bank. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HEI, INC. Dated: July 7, 2005 By /s/ Timothy Clayton ----------------------- Timothy Clayton Its: Chief Financial Officer EXHIBIT INDEX 10.1 Amendment dated July 7, 2005, to Accounts Receivable Agreement, dated May 29, 2003, and previously amended on December 12, 2003, July 1, 2004, December 7, 2004, December 29, 2004 and January 12, 2005, between HEI, Inc. and Beacon Bank. 99.1 Press release issued July 7, 2005 announcing the Company announcing the amendment to its credit facility with Beacon Bank. EX-10.1 2 hi3042ex101.txt EXHIBIT 10.1 July 7, 2005 Mr. Mack Traynor, President Tim Clayton, CFO HEI, Inc. 1495 Steiger Lake Lane Victoria, MN 55386 Dear Mack: We have enjoyed working with you and your staff during the last couple of years, and congratulate you and your colleagues on the progress made toward HEI's rebuilding. Thank you for giving us the opportunity to continue to provide HEI with a revolving credit facility. Pursuant to our discussions, we are proposing to amend the terms of the credit facility as detailed below. The terms and conditions are intended as a proposal only and not as a commitment to provide the proposed credit facilities. MAXIMUM CLIENT ACCOUNT LIMIT: $5,000,000 DISCOUNT: Prime plus 2.75% on net funds employed and an immediate discount of .85% for processing. MONTHLY MINIMUM: $1,500.00. PART PAYMENT: 90% of invoice amount, subject to the completion of appropriate verification due diligence. FACILITY FEE: $3,000 TERMS OF CONTRACT: HEI, Inc. will commit to Partner Plus to extend its Accounts Receivable Agreement renewal period to September 1, 2006. ACCOUNT RELATIONSHIP: That the primary deposit relationship for HEI, Inc. be maintained with Beacon Bank while this credit facility is in place COLLATERAL: Security interest in all accounts, inventory, and general intangibles GUARANTY: Validity guaranty from key officers The services will also include the management of outstanding accounts receivable balances, assistance in the development of underwriting policies, credit approval procedures, and a full complement of accounts receivable and cash receipts reporting. All other terms and conditions will be covered in the Accounts Receivable Agreement. We appreciate your continued interest in Beacon Bank and Partner Plus, and look forward to continuing our finance relationship. Sincerely, /S/ Dave L. Peterka /S/ Karen Turnquist - ------------------------ ------------------- Dave L. Peterka Karen Turnquist Executive Vice President Partner Plus Agreed and Accepted on July 7, 2005 HEI, Inc. By: Mack V. Traynor ------------------------------------- Title: President and Chief Executive Officer EX-99.1 3 hi3042ex991.txt EXHIBIT 99.1 HEI, INC. ANNOUNCES AMENDMENT TO CREDIT AGREEMENT MINNEAPOLIS, July 7 /PRNewswire-FirstCall/ -- HEI, Inc. (Nasdaq: HEII) ( http://www.heii.com ) announced today that it has entered into an amendment to its Credit Agreement with Beacon Bank. The amendment calls for a continued maximum borrowing capacity of $5.0 million, subject to availability based on accounts receivable balances, at an interest rate of Prime plus 2.75% on net funds borrowed. In addition, borrowings will be subject to an immediate discount of .85% for processing. The facility is backed by our accounts receivable and is additionally secured by inventory and general intangibles. The term of the credit facility was extended to September 1, 2006 and is not subject to any restrictive financial covenants. "We are pleased that Beacon Bank was willing to provide us these improved terms in recognition of our improved balance sheet and operating results. These revised terms will reduce our borrowing costs as we work to continue to grow the Company," stated Mack V. Traynor, President and CEO. HEI, Inc. designs, develops and manufactures microelectronics, subsystems, systems, connectivity and software solutions for OEMs engaged for the medical equipment and medical device, hearing, communications, and industrial markets. HEI provides its customers with a single point of contact that can take an idea from inception to a fully functional, cost effective and manufacturability product utilizing innovative design solutions and by the application of state-of-the-art materials, processes and manufacturing capabilities. Headquarters & Microelectronics Division PO Box 5000, 1495 Steiger Lake Lane, Victoria, MN 55386 -- Advanced Medical Division 4801 North 63rd Street, Boulder, CO 80301 -- High Density Interconnect Division 610 South Rockford Drive, Tempe, AZ 85281 RF Identification and Smart Card Division 1546 Lake Drive West, Chanhassen, MN 55317 FORWARD-LOOKING INFORMATION Information in this news release, which is not historical, includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements contained in this press release, including the integration of the Advanced Medical Division, the implementation of business strategies, growth of specific markets, improved results and the estimated HEI revenue, cash flow and profits, are forward looking statements. All of such forward-looking statements involve risks and uncertainties including, without limitation, continuing adverse business and market conditions, the ability of HEI to secure and satisfy customers, the availability and cost of materials from HEI's suppliers, our ability to satisfy financial or other obligations or covenants set forth in our banking agreements, adverse competitive developments, change in or cancellation of customer requirements, the integration of the Advanced Medical Division, collection of outstanding debt, HEI's ability to succeed on the merits and defend against litigation, and other risks detailed from time to time in HEI's SEC filings. We undertake no obligation to update these statements to reflect ensuing events or circumstances, or subsequent actual results. See risk factor in annual report on form 10K for year ended August 31, 2004. /CONTACT: Mack V. Traynor, CEO, or Timothy Clayton, CFO, both of HEI, Inc., +1-952-443-2500/ Web site: http://www.heii.com / -----END PRIVACY-ENHANCED MESSAGE-----