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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): August 25, 2004
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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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] 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))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 25, 2004, HEICO Corporation issued a press release announcing
its financial results for the third quarter of fiscal 2004. A copy of the press
release is furnished as Exhibit 99.1 to this report.
ITEM 8.01 OTHER EVENTS
On August 25, 2004, the Company issued a press release announcing its
financial results for the third quarter of fiscal 2004. As reported therein, the
Company committed to a restructuring plan involving certain subsidiaries of its
Flight Support Group that provide repair and overhaul services ("repair and
overhaul subsidiaries") during the third quarter of fiscal 2004. The
restructuring plan calls for inventory write-downs, contract termination costs,
management hiring/relocation related expenses, and other associated costs. The
unexpected death of an executive of certain of the repair and overhaul
subsidiaries was the impetus for the commencement of the restructuring
activities, which the Company believes will allow it to better service its
customers and improve operating margins.
The Company incurred $600,000 of restructuring expenses in its third
quarter of fiscal 2004 ended July 31, 2004. The restructuring expenses included
$350,000 of inventory write-downs (non-cash amount) and a $250,000 accrual for
management hiring/relocation related expenses. The inventory written down is
related to older generation aircraft for which repair and overhaul services are
being discontinued by the Company.
The Company estimates it will incur an additional $400,000 - $600,000 of
restructuring expenses relating to contract termination costs, management
hiring/relocation related expenses and other associated costs over the fourth
quarter of fiscal 2004 and first quarter of fiscal 2005. The contract
termination costs expected to be incurred, including lease termination on a
facility, are estimated to total $250,000 - $300,000. Additional costs expected
to be incurred principally consist of moving costs related to the consolidation
of two repair and overhaul facilities and one-time employee termination/hiring
benefits, which are estimated to aggregate approximately $150,000 - $300,000.
The aggregate total amount of expenses to be incurred in connection with
the restructuring plan is $1.0 million to $1.2 million of which $650,000 -
$850,000 represents future cash expenditures.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press release, dated August 25, 2004, titled "HEICO
Reports Significantly Increased 3rd Qtr Results."
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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 hereunto duly authorized.
HEICO CORPORATION
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(Registrant)
Date: August 25, 2004 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
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99.1 Press release, dated August 25, 2004, titled "HEICO Reports
Significantly Increased 3rd Qtr Results."
4