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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.5)*
HEI, Inc.
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(Name of Issuer)
Common Stock, Par Value $.05 Per Share
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(Title of Class of Securities)
404160 10 3
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(CUSIP Number)
Michael A. King, Esq.
Weil, Gotshal & Manges LLP
767 5th Avenue
New York, New York 10153
(212) 310-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(SC13D-07/99)
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CUSIP No. 404160 10 3 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Anthony J. Fant
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER 1,254,098
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY 10,000
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
1,254,098
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH 10,000
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,264,098
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.6%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
2
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ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended as follows:
HEI, Inc. and Anthony Fant, Chairman and Chief Executive Officer of HEI,
announced on October 26, 2000 that they have rescinded their agreement by which
Mr. Fant sold to HEI 1,214,300 shares of common stock of Colorado MEDtech, Inc.,
in exchange for 235,000 shares of common stock of HEI and the assumption by HEI
of $3,072,650.26 of indebtedness. The agreement between the parties was unwound
pursuant to an agreement dated October 25, 2000 (the "Agreement"). There will be
no accounting affect to HEI as a result of the transaction. The press release
and the Agreement are filed as Exhibits 1 and 2, respectively.
Except as set forth in this Item 4, Mr. Fant, has no plans or proposals
that relate to or would result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended as follows:
(a) Mr. Fant is the beneficial owner of 1,264,098 shares of HEI common
stock, or approximately 26.6% of HEI common stock based on a total of 4,752,496
shares of HEI common stock stated to be outstanding as of July 14, 2000 by HEI
in its Quarterly Report on Form 10-Q, which was filed with the Securities and
Exchange Commission on July 17, 2000.
(b) Mr. Fant has sole power to vote or direct the vote and dispose or
direct the disposition of 1,254,098 shares of HEI common stock described herein.
Mr. Fant also shares the power to vote or direct the vote and dispose or direct
the disposition of 10,000 shares of HEI common stock owned by Fant Industries
Inc., of which Mr. Fant is the sole shareholder.
(c) Transactions in the shares of HEI common stock effected by Mr. Fant
during the past sixty (60) days are described in Schedule A attached hereto and
incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT DESCRIPTION
NO.
1 Press Release, dated October 26, 2000.
2 Agreement, dated October 25, 2000, between HEI, Inc. and
Anthony J. Fant.
3
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 7, 2000
By: /s/ Anthony J. Fant
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Anthony J. Fant
4
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SCHEDULE A
Schedule of Transactions in the Shares
<TABLE>
<CAPTION>
Name Date Sold No. of Shares Price Per Share
<S> <C> <C> <C>
Anthony J. Fant 10/25/00 235,000 $22.375
</TABLE>
5
