0000047307-16-000021.txt : 20160108 0000047307-16-000021.hdr.sgml : 20160108 20160108160703 ACCESSION NUMBER: 0000047307-16-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160108 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20160108 DATE AS OF CHANGE: 20160108 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: 161333288 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 r8ksigning.htm MERGER 8K Form 8k 01072016
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)     January 8, 2016



                                                 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)

[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 8.01    Other Events

            On January 8, 2016, Hickok Incorporated (the "Company"), issued a press release announcing the signing of an Agreement and Plan of Merger by and among the Company, its wholly owned subsidiary Federal Hose Merger Sub, Inc., First Francis Company Inc., an Ohio corporation ("First Francis"), Federal Hose Manufacturing LLC, an Ohio limited liability company and a wholly owned subsidiary of First Francis, and Mr. Edward Crawford and Mr. Matthew Crawford, each of whom are the shareholders of First Francis and directors of the Company. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits
     
            99.1 Press Release, dated January 8, 2016


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:    January 8, 2016

EXHIBIT  INDEX

            Exhibit                Description of Exhibit
           
            99.1                    Press Release, dated January 8, 2016



 EX-99.1 CHARTER 2 pr991.htm MERGER PRESS RELEASE News Release:
Exhibit 99.1

Contact:
 Robert L. Bauman
HICKOK INCORPORATED
10514 Dupont Avenue
Cleveland, Ohio 44108
216/541-8060


January 8, 2016
FOR IMMEDIATE RELEASE


HICKOK INCORPORATED ANNOUNCES SIGNING OF A DEFINITIVE MERGER
AGREEMENT WITH FIRST FRANCIS COMPANY INC.

CLEVELAND, OH, January 8, 2016 Hickok Incorporated (OTC Pink: HICKA), a supplier of products and services for the automotive, emissions testing, locomotive, and aircraft industries, today announced the signing of a definitive merger agreement with First Francis Company Inc., pursuant to which Hickok will acquire First Francis's subsidiary Federal Hose Manufacturing LLC, a profitable manufacturer and distributor of flexible metal and silicone hoses. The Edward Crawford family has owned the company for 14 years. Hickok and Federal Hose expect to complete the transaction in the first half of calendar 2016, after satisfaction of customary closing conditions, including the approval of Hickok's shareholders. The transaction is expected to be immediately accretive to the earnings of Hickok.

About Hickok Inc.

Hickok provides products and services primarily for the automotive, emissions testing, locomotive, and aircraft industries. Offerings include the development, manufacture and marketing of electronic and non-electronic automotive diagnostic products used for repair and emission testing. The Company also develops and manufactures indicating instruments for aircraft, locomotive and general industrial applications. For more information: www.hickok-inc.com.

Certain statements in this news release, including discussions of management's expectations for fiscal 2016, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ from those anticipated as a result of risks and uncertainties which include, but are not limited to, Hickok's ability to effectively integrate Federal Hose and manage the larger operations of the combined business, effectively develop and market new products, overall market and industry conditions, the Company's ability to capitalize on market opportunities, the Company's ability to satisfy its interest payments and obtain cost effective financing as well as the risks described from time to time in Hickok's reports as filed with the Securities and Exchange Commission.

Important Additional Information and Where to Find It

In connection with the proposed merger, Hickok Incorporated will file with the SEC a Proxy Statement, as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. SHAREHOLDERS OF HICKOK ARE URGED TO READ THE PROXY STATEMENT REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

A free copy of the Proxy Statement, as well as other filings containing information about Hickok Incorporated, may be obtained at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from the Company at www.hickok-inc.com under the heading "About Us" and then under "Financial Information." Copies of the Proxy Statement can also be obtained, free of charge, by directing a request to Hickok Inc., 10514 Dupont Ave., Cleveland, OH 44108, Attention: Investor Relations, Telephone: (800) 342-5080.

Hickok and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Hickok Incorporated in connection with the proposed merger. Information about the directors and executive officers of Hickok and their ownership of Hickok common shares is set forth in the proxy statement for Hickok's 2014 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 3, 2015. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

Investor Contact:

Robert Bauman
216-541-8060 ext. 212