================================================================================ 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): May 24, 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) ================================================================================ ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 24, 2004, HEICO Corporation issued a press release announcing its financial results for the second quarter of fiscal 2004. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 2 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 (Registrant) Date: May 24, 2004 By: /s/ Thomas S. Irwin ---------------------------------- Thomas S. Irwin Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------------------------------------------------------------- 99.1 Press release, dated May 24, 2004, titled "HEICO Reports Significantly Improved 2nd Qtr Results." 4