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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 17, 2003
HEICO CORPORATION
(Exact name of registrant as specified in its charter)
Florida 1-4604 65-0341002
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
3000 Taft Street, Hollywood, Florida 33021
(Address of principal executive offices) (Zip Code)
(954) 987-4000
(Registrant's Telephone Number, Including Area Code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Notice Dated July 17, 2003 to the Members of the Board
of Directors and the Executive Officers of HEICO
Corporation Concerning a Temporary Suspension of
Trading in Securities of HEICO Corporation.
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLAN
On July 15, 2003, HEICO Corporation (the "Registrant") notified the
participants of the HEICO Savings and Investment Plan (the "Plan") that the
Registrant will be changing recordkeepers and investment options. As a result of
these changes, there will be a blackout period in which Plan participants will
be temporarily unable to direct or diversify their investments in the Plan,
obtain a loan from the Plan, or obtain a distribution from the Plan.
On July 17, 2003, the Registrant provided the notice attached hereto as
Exhibit 99.1 to the members of its board of directors and its executive officers
as required by Section 306(a) of the Sarbanes-Oxley Act of 2002. The Registrant
hereby incorporates by reference the notice dated July 17, 2003 attached hereto
as Exhibit 99.1, and made a part of this Item 11.
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SIGNATURE
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 thereunto duly authorized.
HEICO CORPORATION
(Registrant)
Date: July 30, 2003 By: /s/ Thomas S. Irwin
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.. Thomas S. Irwin
Executive Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Notice Dated July 17, 2003 to the Members of the Board of Directors
and the Executive Officers of HEICO Corporation Concerning a
Temporary Suspension of Trading in Securities of HEICO Corporation.
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EXHIBIT 99.1
July 17, 2003
TO THE MEMBERS OF THE BOARD OF DIRECTORS OF HEICO CORPORATION AND THE EXECUTIVE
OFFICERS OF HEICO CORPORATION
RE: TEMPORARY SUSPENSION OF TRADING IN SECURITIES OF HEICO CORPORATION
This notice is to inform you that the HEICO Savings and Investment Plan ("Plan")
will be changing recordkeepers and investment options. As a result of these
changes, participants in the Plan will temporarily be unable to direct or
diversify their investments in the Plan, obtain a loan from the Plan, or obtain
a distribution from the Plan. This period, during which participants will be
unable to exercise these rights otherwise available under the Plan, is called a
"blackout period". The blackout period for the Plan is expected to begin on
August 15, 2003 and end on November 30, 2003.
Under SEC regulations adopted earlier this year in response to Section 306(a) of
the Sarbanes-Oxley Act of 2002, any director or executive officer of an issuer
of any equity security is prohibited from, directly or indirectly, purchasing,
selling or otherwise acquiring or transferring any equity security of the issuer
during a pension fund blackout period that temporarily prevents plan
participants or beneficiaries from engaging in equity securities transactions
through their plan accounts, if the director or executive officer acquired the
equity security in connection with his or her service or employment as a
director or executive officer. Accordingly, during the blackout period for the
Plan, you may not exercise any stock options or sell any shares of HEICO Common
Stock or HEICO Class A Common Stock that you acquired in connection with your
service or employment as a director or executive officer of HEICO Corporation.
If you have any questions on this matter, please contact Victor Mendelson at
305-374-1745 ext. 7590 or me at 954-744-7560.
Kindest regards,
Thomas S. Irwin
Executive Vice President
Chief Financial Officer