UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
SCHEDULE 13D
[Rule 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment ___)*
HICKOK INCORPORATED
(Name of Issuer)
Class A Common Stock, $1.00 par value per share
Class B Common Stock, $1.00 par value per share
(Title of Class of Securities)
428839104
(CUSIP Number)
Janet H. Slade
10514 Dupont Avenue
Cleveland, Ohio 44108
(216) 541-8060
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 13, 1992
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box .
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
428839104 |
1. |
NAMES OF REPORTING PERSONS Janet H. Slade |
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) |
||
3. |
SEC USE ONLY |
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4. |
SOURCE OF FUNDS PF, OO |
||
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
||
NUMBER OF SHARES |
7. |
SOLE VOTING POWER 84,253 |
|
BENEFICIALLY OWNED BY |
8. |
SHARED VOTING POWER 0 |
|
EACH REPORTING |
9. |
SOLE DISPOSITIVE POWER 84,253 |
|
PERSON WITH |
10. |
SHARED DISPOSITIVE POWER 0 |
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 84,253 |
||
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
||
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%* |
14. |
TYPE OF REPORTING PERSON IN |
*Based on 793,229 Class A Common Shares and 454,866 Class B Common Shares outstanding as of June 20, 2011 as reported in the Issuer's 10-Q filed with the SEC on August 8, 2011. The formula used to calculate this percent also includes in the denominator 20,000 Class B Common Shares purchased by Roundball LLC on December 30, 2011 and 126,183 Class A Common Shares obtained by Roundball LLC on December 30, 2011 by the partial conversion of the Convertible Note issued by the Issuer to Roundball LLC on the same date.
Item 1. Security and Issuer.
This Initial Statement of Beneficial Ownership on Schedule 13D (this "Statement") relates to shares of Class A Common Stock, $1.00 par value (the "Class A Common Stock") and shares of Class B Common Stock, $1.00 par value, which are convertible on a one-to-one basis into Class A Common Stock (the "Class B Common Stock"), of Hickok Incorporated (the "Issuer"). The address of the Issuer's principal executive offices is 10514 Dupont Avenue, Cleveland, Ohio 44108.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Ms. Slade is the granddaughter of the Issuer's founder, Robert D. Hickok, Sr. When Ms. Slade's father, Robert D. Hickok, Jr., passed away in 1993, Ms. Slade was gifted the majority of her Class B Common Stock. Ms. Slade is also periodically granted options to purchase shares of Class A Common Stock as part of her compensation as Chairman of the Board of Directors of Issuer.
Item 4. Purpose of Transaction.
Ms. Slade acquired her shares of Class A and Class B Common Stock for investment purposes and as part of her compensation as a director of the Issuer.
Except for transactions in her capacity as a director of the Issuer, Ms. Slade has no other present plans or proposals which relate to or would result in:
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On December 30, 2011, Ms. Slade entered into a Voting Agreement with the Aplin Family Trust, Roundball LLC (together with the Aplin Family Trust, the "Investors") and the remaining Class B Shareholders of the Issuer (the "Voting Agreement") in connection with that certain Convertible Loan Agreement, dated December 30, 2011, among the Issuer and the Investors (the "Loan Agreement"). Under the Loan Agreement, the Investors were provided with certain rights to nominate individuals for election to the Board of Directors of the Issuer. As a condition to the Investors entering into the Loan Agreement, the Class B Shareholders of the Issuer (including Ms. Slade) have agreed, for a period of three years following the date of the Voting Agreement, to vote in favor of any individuals nominated for election to the Board of Directors of the Issuer by the Investors in accordance with the Convertible Loan Agreement. The foregoing description of the Voting Agreement is qualified in its entirety by the copy thereof which is attached as Exhibit 10.5 to the Issuer's Form 8-K, filed January 5, 2012, which is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 10, 2012
_/s/ _Janet H. Slade__ ________
Janet H. Slade