<PAGE>
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/
<PAGE>
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:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
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)
</TABLE>
<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:
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
/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
</TABLE>
<PAGE>
FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ------------------------- ------------------------------------------ --------
<S> <C>
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)
</TABLE>
<PAGE>
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.
<PAGE>
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
<PAGE>
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
