-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RTrMnpTuwU9qBw8JZKj8wJbE4rbQuyZ/WwyXsYjO3cX/JohYSYqNyrSwBPM6L9Bx cs1dM9VVqce0MvpOxigBSw== 0000047307-06-000011.txt : 20060929 0000047307-06-000011.hdr.sgml : 20060929 20060929105035 ACCESSION NUMBER: 0000047307-06-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060925 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060929 DATE AS OF CHANGE: 20060929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HICKOK INC CENTRAL INDEX KEY: 0000047307 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 340288470 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00147 FILM NUMBER: 061115849 BUSINESS ADDRESS: STREET 1: 10514 DUPONT AVE CITY: CLEVELAND STATE: OH ZIP: 44108 BUSINESS PHONE: 2165418060 MAIL ADDRESS: STREET 1: 10514 DUPONT AVE CITY: CLEVELAND STATE: OH ZIP: 44108 FORMER COMPANY: FORMER CONFORMED NAME: HICKOK ELECTRICAL INSTRUMENT CO DATE OF NAME CHANGE: 19920703 8-K 1 f8k06ncb.htm HICKOK INC FORM 8-K Hickok 8-K
UNITED STATES
SECURITIES AND EXCHANGE  COMMISSION
WASHINGTON, DC 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)      September 25, 2006                                                  


                                                 HICKOK INCORPORATED                                                        
(Exact name of registrant as specified in its charter)


                 Ohio              
(State or other jurisdiction
of incorporation)
                  0-147                
 (Commission
 File Number)
          34-0288470      
(IRS Employer
Identification No.)


    10514 Dupont Avenue      Cleveland, Ohio                                                                                44108
    (Address of principal executive offices)                                                                             (Zip Code)


Registrant's telephone number, including area code         (216) 541-8060                                              


                                                                                                                                                                    
(Former name or former address, if changed since last report)

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))


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 September 25, 2006, Hickok Incorporated (the "Company") entered into a Promissory Note Modification Agreement (the "modification") with National City Bank (the "Lender") related to the Company’s previously disclosed $2,500,000 credit facility with the Lender.  The terms and conditions of the credit facility, which was established on March 27, 2006, are set forth in a Commercial Note (the “Note”), an Addendum to the Commercial Note, and a Borrowing Base Addendum to the Commercial Note (collectively, the "credit arrangement documents").  The Company’s disclosure regarding the terms and conditions of the credit arrangement documents, contained in the Company’s Current Report on Form 8-K filed with the Commission on March 31, 2006, is incorporated herein by reference.

As previously disclosed, the Note was originally set to expire on February 28, 2007.  The modification extends the maturity date of Note from February 28, 2007 to February 28, 2008.  The Company’s next payment on the credit facility is due October 1, 2006, and payments are to be made monthly thereafter in accordance with the Note.
 
A copy of the Promissory Note Modification Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified in its entirety by reference to this Exhibit.

Item 9.01    Financial Statements and Exhibits.
     
            (d) Exhibits.


Exhibit
Number
 Description of Exhibit

10.1
 Promissory Note Modification Agreement, dated September 25, 2006, by and among Hickok Incorporated and National City Bank.














           

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:    September 29, 2006

EXHIBIT  INDEX


 Exhibit
Number
 Description of Exhibit

10.1
 Promissory Note Modification Agreement, dated September 25, 2006, by and among Hickok Incorporated and National City Bank.















           


























EX-10 2 ex10_1.htm EXHIBIT 10.1 PROMISSORY NOTE MODIFICATION AGREEMENT
Exhibit 10.1

Obligor #**********
Obligation #**********
PROMISSORY NOTE MODIFICATION AGREEMENT
THIS PROMISSORY NOTE MODIFICATION AGREEMENT ("Modification") is made and entered into on September 25, 2006 but is effective as of September 25, 2006 by and among Hickok Incorporated (collectively "Borrower") and NATIONAL CITY BANK, A NATIONAL BANKING ASSOCIATION ("Bank").

WHEREAS, Bank agreed to lend Borrower an amount not to exceed the sum of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) ("Loan"), which Loan was evidenced by a certain Commercial Note: Revolving Credit dated March 27, 2006 in the face amount of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (as extended, amended or otherwise modified to date, the "Note") (the said Note and any other instrument or document given in connection with or to secure the Loan being collectively referred to as "Loan Documents").

WHEREAS, the parties hereto desire to modify the Note as hereinafter provided.

NOW, THEREFORE, in consideration of the foregoing promises and the covenants contained herein, the parties hereto agree as follows:

1.        Liability of Borrower.  Borrower hereby ratifies and reconfirms Borrower's obligations and all liability to Bank under the terms and conditions of the Loan Documents and acknowledges that Borrower has no defenses to or rights of set-off against Borrower's obligations and all liability to Bank thereunder. Borrower further acknowledges that Bank has performed all of Bank's obligations under the Loan Documents.

2.        Modification.  (a) The note is hereby modified to extend the maturity date from February 28, 2007 to February 28, 2008.

          (b) The next payment is due October 1, 2006 and monthly thereafter as set forth in the above mentioned note. Payments prior to the first scheduled payment above have been made as evidenced by the books and records of Bank.

3.       Ratification of Loan Documents.  The Loan Documents are in all respects ratified and confirmed by the parties hereto and incorporated by reference herein, and each of the Loan Documents and this Modification shall be read, taken and construed as one and the same instrument. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Note. In the event of any conflict between the terms and provisions of this Modification and the terms and provisions of the Note, the terms and provisions of this Modification shall control.

4.         Confession of Judgment.  Borrower hereby authorizes any attorney at law to appear in any state or federal court of record in the United States of America after the maturity hereof (whether occurring by lapse of time or acceleration), to waive the issuance and service of process, to admit the maturity of the Note and the amount then appearing due, to confess judgment against Borrower in favor of the holder hereof for the amount then appearing due, together with interest and costs of suit, and thereupon to release all errors and to waive all rights of appeal and stay of execution. No judgment shall bar any subsequent judgment. Should any judgment be vacated for any reason, this warrant of attorney nevertheless may thereafter be used for obtaining additional judgments.

IN WITNESS WHEREOF, the undersigned have caused this Modification to be executed as of the day and year first above written.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.



 Hickok Incorporated
an Ohio corporation

By:     /s/   Gregory M. Zoloty    
Printed Name: Gregory M. Zoloty
Its: Chief Financial Officer



NATIONAL CITY BANK, A NATIONAL BANKING
ASSOCIATION

By:     /s/   Todd Wade                
Printed name: Todd Wade
Its: Vice President







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