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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.
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(Exact name of registrant as specified in its charter)
Minnesota 41-0944876
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(State of Incorporation or Organization) (IRS Employer Identification No.)
P.O. Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota 55386
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(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
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Common Stock
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(Title of class)
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(Title of class)
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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
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Dated: June 3, 1998 Eugene W. Courtney
------------------------- Its Chief Executive Officer
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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:
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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
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