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)
[X] 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))
Item 1.01 Entry into a Material Definitive Agreement.The information provided in item 2.03 is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.On June 3, 2016, Hickok Incorporated (the "Company") entered into an unsecured revolving credit agreement with First Francis Company Inc.(the "Lender"). The terms and conditions of the agreement are set forth in a Revolving Credit Agreement (the “Credit Agreement”) and a Revolver Credit Promissory Note (the “Revolver Note” and, together with the Credit Agreement, the “Credit Arrangement Documents”). The Credit Agreement and an initial Revolver Note in the amount of $100,000 were executed by the Company and delivered to Lender on June 3, 2016. The Revolver Note expires May 31, 2017 and provides for a revolving credit facility of $250,000 with interest generally equal to 4.0% per annum and is unsecured.
Each loan made under the credit arrangement will be due and payable in full on the expiration date of the Revolver Note. Interest on each loan made under the credit arrangement is payable on the last day of each month, at maturity, and the Lender may terminate the Credit Agreement at any time upon 45 days days written notice to the Company.
The Credit Agreement generally allows for borrowing based on an amount equal to eighty percent (80%) of eligible receivables or $250,000. The Revolver Note provides that upon the occurrence of certain events of default, Lender may immediately terminate the credit arrangement, and the Company's obligations to the Lender may be accelerated. Such events of default are set forth in the Credit Arrangement Documents and include, without limitation: failure to comply with the terms, obligations, and covenants of the Credit Arrangement Documents and other customary defaults.
Mr. Edward Crawford and Mr. Matthew Crawford, directors of the Company, are shareholders of Lender. Lender is parent of Federal Hose Manufacturing, LLC ("Federal Hose"), and is party to the Agreement and Plan of Merger, dated January 8, 2016, whereby Federal Hose will merge into a subsidiary of the Company pending approval of the Company's Shareholders and certain other customary closing conditions.
A copy of the Credit Agreement and Revolver Note are included as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to those Exhibits.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number
| Description of Exhibit
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| 10.1
| Revolving Credit Agreement, dated June 3, 2016, executed by Hickok Incorporated and delivered to First Francis Company Inc.
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| 10.2
| Revolver Credit Promissory Note, dated June 3, 2016, executed by Hickok Incorporated and delivered to First Francis Company Inc.
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SIGNATURES
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.
HICKOK INCORPORATED
By:
/s/ Robert L. Bauman Robert L. Bauman
President and CEO
Date: June 8, 2016
EXHIBIT INDEX
| Exhibit
Number
| Description of Exhibit
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| 10.1
| Revolving Credit Agreement, dated June 3, 2016, executed by Hickok Incorporated and delivered to First Francis Company Inc. |
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| 10.2 | Revolver Credit Promissory Note, dated June 3, 2016, executed by Hickok Incorporated and delivered to First Francis Company Inc. |
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