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As filed with the Securities and Exchange Commission on June 6, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HICKOK INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-0288470
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
10514 Dupont Avenue
Cleveland, Ohio 44108
(Address of Principal Executive Offices, including Zip Code)
______________________
HICKOK INCORPORATED 2000 KEY EMPLOYEES STOCK OPTION PLAN
HICKOK INCORPORATED 2000 OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plans)
______________________
Robert L. Bauman WITH A COPY TO:
President and Chief Executive Officer Michael L. Miller, Esq.
Hickok Incorporated Calfee, Halter & Griswold LLP
10514 Dupont Avenue 1400 McDonald Investment Center
Cleveland, Ohio 44108 800 Superior Avenue
(216) 541-8060 Cleveland, Ohio 44114
(216) 622-8200
(Name, Address and Telephone Number, including
Area Code, of Agent for Service)
______________________
CALCULATION OF REGISTRATION FEE
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Amount Proposed maximum Proposed maximum Amount of
Title of securities to be offering price aggregate offering registration
to be registered registered per share (1) price (1) fee
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Class A Common Shares, $1.00
par value per share 121,000 (2) $4.25 $514,250 $129
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high
and low sales prices of the Common Shares of Hickok Incorporated as
quoted on the Nasdaq Stock Market on May 31, 2001.
(2) Of the 121,000 Class A Common Shares being registered, an aggregate of
(i) 21,000 shares are issuable upon exercise of options granted
pursuant to the Hickok Incorporated 2000 Outside Directors Stock Option
Plan, and (ii) 100,000 shares are issuable upon exercise of options
granted pursuant to the Hickok Incorporated 2000 Key Employees Stock
Option Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Hickok Incorporated (the "Company"),
previously filed with the Securities and Exchange Commission (the "Commission"),
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2000;
2. The Company's Definitive Proxy Statement filed with
the Commission on January 22, 2001;
3. The Company's Quarterly Reports on Form 10-Q for the
periods ended December 31, 2000 and March 30, 2001;
and
4. The Company's Form 8-A (Reg. No. 147).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") after the date of this Registration Statement, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be a part
hereof from the date of filing of such documents, other than the portions of
such documents which by statute, by designation in such document or otherwise,
are not deemed to be filed with the Commission or are not required to be
incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Michael L. Miller, a partner of Calfee, Halter & Griswold LLP, is the
Company's Secretary and a Director of the Company, and as of May 31, 2001
beneficially owned 11,333 Common Shares, including 6,333 Common Shares which he
has the right to acquire within 60 days after May 31, 2001 through the exercise
of stock options.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Ohio Revised Code sec. 1701.13(E) provides that a corporation may
indemnify or agree to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, by
reason of the fact that he or she is or was a Director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity with another corporation or enterprise, against expenses
actually incurred by such person in connection with an action if he or she acted
in good faith and in a manner not opposed to the best interests of the
corporation.
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Article IV of the Company's Amended Code of Regulations provides for
the indemnification of Directors and officers against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index at Page E-1 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 the ("Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
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registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on June 6, 2001.
HICKOK INCORPORATED
By:/s/ Robert L. Bauman
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Robert L. Bauman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 6, 2001.
/s/ Janet H. Slade Chairman of the Board
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Janet H. Slade
/s/ Robert L. Bauman President, Chief Executive Officer and a
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Robert L. Bauman (Principal Executive Officer)
/s/ Greg Zoloty Vice President and Chief Financial Officer
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Greg Zoloty Officer)
/s/ Harry J. Fallon Director
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Harry J. Fallon
/s/ T. Harold Hudson Director
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T. Harold Hudson
/s/ James T. Martin Director
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James T. Martin
/s/ Michael L. Miller Director
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Michael L. Miller
/s/ James Moreland Director
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James Moreland
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HICKOK INCORPORATED
EXHIBIT INDEX
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Exhibit No. Exhibit Description
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4.1 Articles of Incorporation and Code of Regulations. (A)
4.2 Amendment to Articles of Incorporation (incorporated
herein by reference to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1995,
Commission File No. 0-147).
4.3 2000 Outside Directors Stock Option Plan.
4.4 2000 Key Employees Stock Option Plan.
5.1 Opinion of Calfee, Halter & Griswold LLP as to the
validity of the securities being registered.
23.1 Consent of Meaden & Moore, Ltd.
23.2 Consent of Calfee, Halter & Griswold LLP (included in
Exhibit 5.1 of this Registration Statement).
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(A) Reference is made to the Company's basic documents filed as Exhibits
3(a) and 3(b) to the Company's Registration Statement on Form S-1,
dated September 1, 1959, as supplemented by Amendments 1 and 2 thereto,
dated respectively October 15, 1959, and October 19, 1959 (the October
15, 1959 amendment containing an Amendment to Articles of
Incorporation, dated September 29, 1959) and such exhibits are hereby
incorporated by reference herein.
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