0001144204-14-068798.txt : 20141114 0001144204-14-068798.hdr.sgml : 20141114 20141114161727 ACCESSION NUMBER: 0001144204-14-068798 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140226 FILED AS OF DATE: 20141114 DATE AS OF CHANGE: 20141114 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Three Bears Trust CENTRAL INDEX KEY: 0001624577 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00147 FILM NUMBER: 141224398 BUSINESS ADDRESS: STREET 1: 1660 WEST 2ND STREET, SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: 216-583-7240 MAIL ADDRESS: STREET 1: 1660 WEST 2ND STREET, SUITE 1100 CITY: CLEVELAND STATE: OH ZIP: 44122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRAWFORD MATTHEW V CENTRAL INDEX KEY: 0001132148 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-00147 FILM NUMBER: 141224399 3/A 1 v394034_form3a.xml FORM 3/A X0206 3/A 2014-02-26 2014-02-28 0 0000047307 HICKOK INC HICKA 0001132148 CRAWFORD MATTHEW V 10514 DUPONT AVE. CLEVELAND OH 44108 1 0 1 0 0001624577 Three Bears Trust 1660 WEST 2ND STREET, SUITE 1100 CLEVELAND OH 44122 0 0 1 0 Class A Common Stock 320918 I See Footnotes Class B Common Stock 20000 I See Footnotes Convertible Loan Agreement 1.85 2012-12-30 2014-12-30 Class A Common Stock 252367 I See Footnotes Warrant to Purchase Class A Common Stock 2.50 2012-12-30 2015-12-30 Class A Common Stock 100000 I See Footnotes This Form 3 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). The securities reported herein are directly owned by Roundball (reporting separately), and indirectly held by Three Bears Trust and Mr. Crawford. Mr. Crawford is the Trustee for the Three Bears Trust; the beneficiaries of the Three Bears Trust are his three minor children. Three Bears Trust owns 50% of Roundball and, under the operating agreement between the investors of Roundball, has the right to consent to major decisions by Roundball and, therefore, Mr. Crawford, as the Trustee of Three Bears Trust, shares investment control with Roundball. In accordance with instruction 5(b)(iv) to Form 3, the entire amount of Hickok, Inc.'s (the "Issuer") securities held by Roundball is reported herein. For purposes of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. The Issuer entered into a convertible loan agreement for debt with Roundball and another investor providing Roundball the right to convert outstanding debt into Class A Common Stock. Under the terms of the loan agreement, if Roundball exercised its conversion right in full, it could convert up to 504,735 Class A Common Shares. Pursuant to the loan agreement, as amended, Roundball continues to hold, as of the original filing date, the option to convert debt into up to 252,367 shares of Class A Common Stock. Contains standard anti-dilution provisions. This amendment is being filed to include the indirect holdings of The Three Bears Trust (the "Three Bears Trust") (and related exhibits including the joint filing statement and power of attorney), and to correct inadvertent error. The lines reported above providing ownership information were not previously reported in the original Form 3 filing, but were reported by the direct holder, Roundball, LLC ("Roundball"). Exhibit List Exhibit 24.1 - Power of Attorney (for Matthew V. Crawford, individually and as trustee for Three Bears Trust) Exhibit 99.1 - Joint Filing Statement /s/ Molly Brown, POA, for Matthew V. Crawford 2014-11-12 /s/ Molly Brown, poa for Matthew V. Crawford, Trustee for Three Bears Trust 2014-11-12 EX-24.1 2 v394034_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints each of Molly Brown and Frederick Widen signing singly, the undersigned's true and lawful attorney-in-fact to:

 

(1) take any action of any type whatsoever in connection with the implementation of EDGAR filings and filing capability which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion and shall be limited to such EDGAR filings to filed on behalf of the undersigned in connection with and during Matthew V. Crawford’s service on the board of directors of Hickok Inc. (the “Issuer”) and/or each of the undersigned’s ownership interest in the Issuer, directly or indirectly, including but not limited to any related joint filing by the undersigned entity with Mr. Crawford.

 

Each of the undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is Hickok assuming, any of the undersigned's responsibilities to comply with the Securities Exchange Act of 1934 or the Securities Act of 1933, or any other liabilities or obligations.

 

This Power of Attorney shall remain in full force and effect until an undersigned is no longer required to make EDGAR filings, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. The revocation or termination of this power as to any undersigned shall have no effect on the remaining undersigned entities.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of November, 2014.

 

 

 

The Three Bears Trust   Matthew V. Crawford
     
By: /s/ Matthew V. Crawford   By: /s/ Matthew V. Crawford
Name: Matthew V. Crawford   Name: Matthew V. Crawford
Title:    Trustee for The Three Bears Trust      

 

 

 EX-99.1 3 v394034_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Joint Filer Information

 

Names:   The Three Bears Trust
     
Address:   1660 West 2nd Street, Suite 1100, Cleveland, OH 44113-1448
Designated Filer:   Matthew V. Crawford
     
Issuer and Ticker Symbol:   Hickok Inc. [HICKA]
     
Date of Event Requiring Statement:   February 26, 2014

 

The undersigned, The Three Bears Trust, is jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with Matthew V. Crawford with respect to the beneficial ownership of securities of Hickok Inc.

Signatures:

 

THE THREE BEARS TRUST  
     
     
By:   /s/ Molly Brown, poa for Matthew V. Crawford, Trustee for Three Bears Trust  
Name:   Matthew V. Crawford  
Title:   Trustee, The Three Bears Trust