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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): October 27, 2006
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 27, 2006, upon recommendation of its Compensation Committee, the
Board of Directors of HEICO Corporation (the "Company") established the HEICO
Corporation Leadership Compensation Plan ( the "Plan"), a nonqualified deferred
compensation plan, a copy of which is attached as Exhibit No. 10.1 to this Form
8-K and the terms of which are hereby incorporated herein by reference below.
The Plan provides eligible employees, officers and directors of the Company the
opportunity to voluntarily defer base salary, bonus payments, commissions,
long-term incentive awards and directors fees, as applicable, on a pre-tax
basis. The Company will match 50% of the first 6% of base salary deferred by
each participant. While the Company has no obligation to do so, the Plan also
provides the Company the opportunity to make discretionary contributions.
Deferred amounts are credited or debited with investment earnings or losses
measured by the earnings or losses realized by certain investment funds made
available under the Plan and elected by participants. The Company's matching
contributions and any discretionary contributions, are subject to vesting and
forfeiture provisions set forth in the Plan. Participants are eligible to
receive distribution of their benefits under the Plan at times specified in the
Plan. Distributions generally are made in the form of a lump sum distribution,
although participants who retire, as that term is defined in the Plan, may elect
to receive distribution of their benefits in up to 15 annual installments.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
HEICO Corporation Leadership Compensation Plan effective October 1, 2006
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: October 31, 2006 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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10.1 HEICO Corporation Leadership Compensation Plan effective
October 1, 2006