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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): DECEMBER 17, 2007
HEICO CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 1-4604 65-0341002
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
On December 17, 2007, the Board of Directors of HEICO Corporation (the
"Company") approved an amendment to Article 6 of the bylaws of the Company,
effective immediately, to allow for the issuance and transfer of uncertificated
shares of the Company's stock. The amendment was adopted to comply with a
requirement of the New York Stock Exchange that all listed securities be
eligible for a direct registration system administered by a securities
depository, such as the Depository Trust Company, by January 1, 2008. The
Company's participation in a direct registration system will enable investors to
have their ownership of the Company's stock to be electronically registered
directly on the books of the transfer agent without the need for a physical
certificate.
In addition, the Board of Directors approved an amendment to Article 1 of the
bylaws of the Company, effective immediately, to conform the description of
voting per share contained in Article 1 with the voting rights as set forth in
the Company's Articles of Incorporation.
A copy of the Company's amended bylaws is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 3.1 Bylaws of the Company, as amended.
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: December 19, 2007 By: /s/ Thomas S. Irwin
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Thomas S. Irwin
Executive Vice President
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Bylaws of HEICO Corporation