<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HICKOK INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
1995 PROXY STATEMENT
JANUARY 24, 1996
HICKOK INCORPORATED
NOTICE OF
ANNUAL MEETING
[LOGO]
<PAGE>
HICKOK INCORPORATED
10514 DUPONT AVENUE, CLEVELAND, OHIO 44108
January 24, 1996
To the Shareholders of Hickok Incorporated:
The Company will hold its Annual Meeting of Shareholders at 10:00 a.m.,
EST., Wednesday, February 21, 1996 at BRATENAHL PLACE, 1 Bratenahl Place,
Bratenahl, Ohio 44108.
We hope that you are planning to attend the Annual Meeting in person, and
we look forward to seeing you. Whether or not you expect to attend in person,
the return of the enclosed Proxy as soon as possible would be greatly
appreciated. If you do attend the Annual Meeting you may, of course, withdraw
your Proxy should you wish to vote in person.
We are extremely proud of the continued improvement in the Company's
results of operations during the 1995 fiscal year, and on behalf of the Board
of Directors and management of Hickok Incorporated, I would like to thank you
for your continued support and confidence.
Sincerely,
/s/Robert L. Bauman
-------------------
Robert L. Bauman
Chairman of the Board,
President and Chief
Executive Officer
3
<PAGE>
HICKOK INCORPORATED
10514 DUPONT AVENUE, CLEVELAND, OHIO 44108
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
MAILED TO SHAREHOLDERS
ON JANUARY 24, 1996
The Annual Meeting of Shareholders of Hickok Incorporated, an Ohio
corporation (the "Company"), will be held at BRATENAHL PLACE, 1 Bratenahl
Place, Bratenahl, Ohio, on Wednesday, February 21, 1996 at 10:00 a.m., EST.,
for the following purposes:
1. To fix the number of Directors at eight and elect seven Directors;
2. To approve and adopt the 1995 Outside Directors Stock Option Plan; and
3. To transact such other business as may properly come before the meeting
or any adjournment.
Only shareholders of record, as of the close of business on January 3,
1996, will be entitled to receive notice of and to vote at this meeting.
By Order of the Board of Directors.
/s/Robert L.Bauman
----------------
Robert L. Bauman
Chairman, President and
Chief Executive Officer
January 24, 1996
IMPORTANT
Please fill in and sign the enclosed Proxy and return it in the
accompanying envelope regardless of whether you expect to attend the Annual
Meeting or not. If you attend the Annual Meeting you may vote your shares in
person, even though you have previously signed and returned your Proxy.
4
<PAGE>
HICKOK INCORPORATED
10514 DUPONT AVENUE, CLEVELAND, OHIO 44108
PROXY STATEMENT
MAILED TO SHAREHOLDERS ON JANUARY 24, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Hickok Incorporated (hereinafter the
"Company") to be used at the Annual Meeting of Shareholders of the Company to
be held on February 21 , 1996, and any adjournments thereof. The time, place,
and purpose of the meeting are stated in the Notice of Annual Meeting of
Shareholders which accompanies this Proxy Statement.
The expense of soliciting proxies, including the cost of preparing,
assembling, and mailing the Notice, Proxy Statement, and Proxy will be paid
by the Company. In addition to solicitation of proxies by mail, solicitation
may be made personally, by telephone or other electronic means, and the
Company may pay persons holding shares for others their expenses for sending
proxy materials to their principals. While the Company presently intends that
solicitations will be made only by Directors, officers, and employees of the
Company, the Company may retain outside solicitors to assist in the
solicitation of proxies. Any expenses incurred in connection with the use of
outside solicitors will be paid by the Company.
Any person giving a Proxy pursuant to this solicitation may revoke it. The
General Corporation Law of Ohio provides that, unless otherwise provided in
the Proxy, a shareholder, without affecting any vote previously taken, may
revoke a Proxy not otherwise revoked by giving notice to the Company in
writing or in open meeting.
All validly executed Proxies received by the Board of Directors of the
Company pursuant to this solicitation will be voted at the Annual Meeting,
and the directions contained in such Proxies will be followed in each
instance. If no directions are given, the Proxy will be voted to fix the
number of Directors at eight and for the election of the nominees listed in
the Proxy, for the approval and adoption of the 1995 Outside Directors Stock
Option Plan and for the other proposals set forth in the Notice of Annual
Meeting.
VOTING RIGHTS
At the close of business on January 3, 1996, the Company had 737,984
shares of Class A Common Stock, $1.00 par value ("Class A Shares"),
outstanding and entitled to vote. Additionally, on such date there were
454,866 shares of Class B Common Stock, $1.00 par value ("Class B Shares"),
outstanding and entitled to vote. The holders of the outstanding Class A
Shares as of January 3, 1996 shall be entitled to one vote for each share
held by them. The holders of the outstanding Class B Shares as of said date
shall be entitled to three votes for each share held by them. The General
Corporation Law of Ohio provides that if notice in writing is given by any
shareholder to the President or a Vice President or the Secretary of the
Company not less than
5
<PAGE>
48 hours before the time fixed for holding the meeting that he desires the
voting at such election to be cumulative, and an announcement of the giving
of such notice is made upon the convening of the meeting by the Chairman or
Secretary of the meeting or by or on behalf of the shareholder giving such
notice, each shareholder shall have cumulative voting rights in the election
of Directors, enabling him to give one nominee for Director as many votes as
is equal to the number of Directors to be elected multiplied by the number of
shares in respect of which such shareholder is voting, or to distribute his
votes on the same principle among two or more nominees, as he sees fit. Only
shareholders of record at the close of business on January 3, 1996 are
entitled to notice of and to vote at this meeting.
At the Annual Meeting, in accordance with the General Corporation Law of
Ohio, the inspectors of election appointed by the Board of Directors for the
Annual Meeting will determine the presence of a quorum and will tabulate the
results of shareholder voting. As provided by the General Corporation Law of
Ohio and the Company's Amended Code of Regulations, holders of a majority of
the outstanding shares of the Company, present in person or by proxy at the
Annual Meeting, will constitute a quorum for such meeting. The inspectors of
election intend to treat properly executed proxies marked "abstain" as
"present" for these purposes. Such inspectors will also treat as "present"
shares held in "street name" by brokers that are voted on at least one
proposal to come before the Annual Meeting.
All additional questions and matters brought before the Annual Meeting
will be, unless otherwise provided by the Articles of Incorporation of the
Company or the General Corporation Law of Ohio, decided by the vote of the
holders of a majority of the outstanding votes thereon present in person or
by proxy at the Annual Meeting. In voting for such other proposals, votes may
be cast in favor, against or abstained. Abstentions will count as present for
purposes of the item on which the abstention is noted and will have the
effect of a vote against. Broker non-votes, however, are not counted as
present for purposes of determining whether a proposal has been approved and
will have no effect on the outcome of any such proposal.
PRINCIPAL OWNERSHIP
The shareholders named in the following table are the only persons known
by the Company to be the beneficial owners of more than 5% of the outstanding
Common Shares of the Company as of January 3, 1996. In addition, this table
includes the beneficial ownership of Common Shares by the Directors and
Executive Officers of the Company as a group on January 3, 1996.
6
<PAGE>
<TABLE>
<CAPTION>
TITLE OF CLASS NAME AND BUSINESS ADDRESS NUMBER OF SHARES PERCENT
- -------------- OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
------------------------- --------------------- --------
<S> <C> <C> <C>
Common Shares Janet H. Slade(2) 5,686 Class A *
$1.00 par value, 5862 Briar Hill Drive 110,762 Class B 24.4%
Class A and B Solon, Ohio 44139
Gretchen L. Hickok 3,834 Class A *
3445 Park East, Apt. A203 115,056 Class B 25.3%
Solon, Ohio 44139
Patricia H. Aplin(2) 4,994 Class A *
7404 Camale Drive 118,042 Class B 25.9%
Pensacola, Florida 32504
Robert L. Bauman(3) 37,920 Class A(3) 5.1%
10514 Dupont Avenue 111,106 Class B 24.4%
Cleveland, Ohio 44108
All Directors and Executive 82,102 Class A(4) 10.9%
Officers as a group (8 persons) 221,768 Class B 48.8%
</TABLE>
*LESS THAN ONE PERCENT
Based upon a Schedule 13G filed with the Securities and Exchange
Commission, the Company believes that Koonce Securities, Inc., 6229 Executive
Boulevard, Rockville, Maryland, beneficially owns an aggregate of 114,784
Class A Shares, which shares represent approximately 15.6% of the outstanding
Class A Shares.
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be a beneficial owner of a security if he or she has or
shares voting or investment power in respect of such security or has the
right to acquire beneficial ownership within 60 days. Accordingly, the
amounts shown throughout this Proxy Statement do not purport to represent
beneficial ownership except as determined in accordance with said Rule.
(2) Daughter of the late Robert D. Hickok.
(3) Excludes 1,950 Class A Common Shares registered in the name of Mr.
Bauman's children, with respect to which Mr. Bauman disclaims any beneficial
interest. Includes an aggregate of 10,000 Class A Common Shares which may be
acquired by Mr. Bauman upon the exercise of immediately exercisable options.
(4) Includes 12,000 Class A Common Shares which the Executive Officers of
the Company have the right to acquire upon the exercise of immediately
exercisable options. January 24, 1996
7
<PAGE>
ELECTION OF DIRECTORS
The number of Directors of the Company is presently fixed at eight. The
term of office of each Director expires annually. The individuals elected to
the office of Director at the Annual Meeting will hold office until the next
Annual Meeting of Shareholders and until their successors have been duly
elected.
The Board of Directors recommends that the number of Directors be fixed at
eight, that seven of such directorships be filled by the vote of the
shareholders at the Annual Meeting, and that the seven nominees hereinafter
named be elected. Due to the time required to arrange for suitable candidates
to replace members of the Board of Directors who have retired in recent
years, the Board of Directors recommends the election of one less Director
than the number fixed by the shareholders. The Board of Directors believes
that the election of one less director than authorized will provide the Board
with flexibility during the year to appoint an additional member to the
Board, when an individual whose services would be beneficial to the Company
and its shareholders can be identified.
The Proxy holders named in the accompanying Proxy or their substitutes
will vote such Proxy at the Annual Meeting or any adjournments thereof for
the election as Directors of the nominees named below unless the shareholder
instructs, by marking the appropriate space on the Proxy, that authority to
vote is withheld. If cumulative voting is in effect, the Proxy holders shall
have full discretion and authority to vote for any one or more of such
nominees. In the event of cumulative voting, the Proxy holders will vote the
shares represented by each Proxy so as to maximize the number of Board of
Directors' nominees elected to the Board. However, the shares represented by
each Proxy cannot be voted by the Proxy holders for a greater number of
nominees than those identified in this Proxy Statement. Each of the nominees
has indicated his or her willingness to serve as a Director, if elected. If
any nominee should become unavailable for election (which contingency is not
now contemplated or foreseen), it is intended that the shares represented by
the Proxy will be voted for such substitute nominee as may be named by the
Board of Directors.
8
<PAGE>
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
COMMON
SHARES(2)
YEAR IN BENEFICIALLY PERCENT
WHICH FIRST OWNED AS OF OF CLASS
BUSINESS ELECTED JANUARY 3, BENEFICIALLY
NAME AND AGE EXPERIENCE(1) DIRECTOR 1994 OWNED
- ------------ ------------- -------- ---- -----
<S> <C> <C> <C> <C>
Thomas H. Barton President, Thomas H. Barton 1974 200 *
Age: 71 & Company, Inc. (management Class A
consultants)
Robert L. Bauman Chairman, President and 1980 37,920(3) 5.1%
Age: 55 Chief Executive Officer of Class A
the Company since July 2, 111,006 24.4%
1993; from June 6, 1992 to Class B
July 2, 1993, President and
Chief Executive Officer of
the Company; from January
1, 1991 to June 6, 1992,
President of the Company;
for five years prior to
January 1, 1991, Corporate
Vice President of the
Company
Harry J. Fallon President, Federated 1980 200 *
Age: 69 Purchaser, Inc. Class A
(electronics distributor)
T. Harold Hudson Senior Vice President of 1992 150 *
Age: 56 Engineering and Design of Class A
Six Flags Theme Parks, Six
Flags Theme Parks, Inc.
since October, 1992; Vice
President, Six Flags Theme
Parks, Inc. for five years
prior to October, 1992
George S. Managing Partner, Ohio Gas 1964 30,546(4) 4.1%
Lockwood, Jr. & Oil Development Co. Class A
Age: 84
Michael L. Miller Partner since January, 1972 1992 5,000 *
Age: 54 of Calfee, Halter & Class A
Griswold, the Company's
Legal Counsel
Janet H. Slade Private Investor 1992 5,686 *
Age: 52 Class A
110,762 24.4%
Class B
</TABLE>
*LESS THAN ONE PERCENT
9
<PAGE>
(1) Unless otherwise indicated, the principal occupation shown for each of
the Company's Directors has been the principal occupation of such person for
at least the past five years. The following Director also serves as director
for the publicly-held corporation listed opposite his name below:
Harry J. Fallon Federated Purchaser, Inc.
(2) Class A Shares are indicated by "Class A"; Class B Shares are
indicated by "Class B."
(3) Excludes 1,950 Class A Shares registered in the name of Mr. Bauman's
children, with respect to which Mr. Bauman disclaims any beneficial interest.
Includes an aggregate of 10,000 Class A Shares which may be acquired by Mr.
Bauman upon the exercise of immediately exercisable options.
(4) Excludes 17,268 Class A Shares registered in the name of members of
Mr. Lockwood's family, with respect to which Mr. Lockwood disclaims any
beneficial interest.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
of the Company's Class A Shares, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the NASDAQ Stock
Market. Officers, directors, and greater than ten percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5s were required, the
Company believes that during the fiscal year ending September 30, 1995 all
Section 16(a) filing requirements applicable to its officers, directors, and
greater than ten percent beneficial owners were complied with.
INFORMATION REGARDING MEETINGS AND
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Audit Committee and a Compensation
Committee. Set forth below is the membership of the various committees with
the number of meetings held during the fiscal year ended September 30, 1995
in parentheses:
AUDIT COMMITTEE (1) COMPENSATION COMMITTEE (1)
------------------- --------------------------
George S. Lockwood, Jr. Thomas H. Barton
Harry J. Fallon George S. Lockwood, Jr.
T. Harold Hudson
10
<PAGE>
The Audit Committee reviews the activities of the Company's independent
auditors and various Company policies and practices. The Compensation
Committee has replaced the Stock Option Committee and determines and reviews
overall compensation matters including the granting of stock options. The
Board of Directors does not have a nominating committee.
The Board of Directors held four meetings during the fiscal year ended
September 30, 1995. During that fiscal year, no Director attended fewer than
75% of the aggregate of (i) the total number of meetings of the Board of
Directors held during the period he or she served as a Director and (ii) the
total number of meetings held by committees of the Board on which he or she
served, during the period that he or she served.
For the fiscal year ended September 30, 1995, Directors who are not also
employees of the Company received an annual fee of $1,500 and a fee of $1,500
for each Board and Committee meeting attended. Directors who are also
employees of the Company received a fee of $50 for each Board meeting
attended.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid or to be paid
to, as well as the number of stock option awards earned by, the Company's
chief executive officer, the Company's only executive officer whose salary
and bonus exceeded $100,000 during each of the last three fiscal years (the
"Named Executive Officer").
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND
PRINCIPAL POSITION YEAR SALARY BONUS (1)
Robert L. Bauman, 1995 $190,000 $78,000
Chairman, President 1994 $177,000 $75,000
& Chief Executive 1993 $152,000 $75,000
Officer
The Named Executive Officer did not receive personal benefits or
perquisites during the last fiscal year in excess of the lesser of $50,000 or
10% of his aggregate salary and bonus.
(1) Represents the bonus earned from a profit sharing plan for all
officers and key employees.
11
<PAGE>
1995 OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth stock option information for the individual
named in the Summary Compensation Table. The value of the "in-the-money"
options refers to options having an exercise price which is less than the
market price of the Company's stock on September 30, 1995. The Company did
not grant any options during fiscal 1995.
NUMBER OF VALUE OF
UNEXERCISED UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS AT
SEPTEMBER 30, 1995 SEPTEMBER 30, 1995
------------------ ------------------
EXERCISE- UNEXER- EXERCISE- UNEXER-
NAME ABLE CISEABLE ABLE CISEABLE
- ---- ---- -------- ---- --------
Robert L. Bauman 10,000 - 0 - $180,750 - 0 -
(1) Calculated on the basis of the fair market value of the underlying
securities at the exercise date or year-end, as the case may be, minus the
exercise price.
STOCK PERFORMANCE GRAPH
The following data compares the value of $100 invested on October 1, 1990
in the Company's Class A Common Shares, the NASDAQ Composite Index, and the
NASDAQ Industrial Index. The NASDAQ Composite Index represents a broad market
group in which the Company participates, and the NASDAQ Industrial Index was
chosen as having a representative peer group of companies. The total return
includes reinvestment of dividends. The comparisons in this graph are not
intended to forecast, or be indicative of, possible future performance.
12
<PAGE>
The graph in the printed document was prepared using the following data:
SEPTEMBER 30 1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
HICKOK $100 $216 $285 $287 $343 $411
NASDAQ COMPOSITE 100 153 164 195 195 232
NASDAQ INDUSTRIAL 100 160 165 191 191 217
PROPOSAL RELATING TO
1995 OUTSIDE DIRECTOR STOCK OPTION PLAN
BACKGROUND
The stockholders will be asked at the meeting to vote on a proposal to
approve the adoption of the 1995 Hickok Incorporated Outside Directors Stock
Option Plan (the "1995 Outside Directors Plan" or the "Plan"). The 1995
Outside Directors Plan was adopted by the Board of Directors in February
1995, subject to stockholder approval.
The purpose of the Plan is to provide each of the Company's non-employee
Directors an added incentive to continue in the service of the Company and a
more direct interest in the future success of the Company's operations. The
Plan also will help the Company attract outstanding individuals to become
Directors of the Company. For these reasons, the Board adopted the 1995
Outside Directors Plan. Accordingly, the Board of Directors and management
believe that approval of the Plan is in the best interests of the Company and
recommend that stockholders vote in favor of the proposal.
The affirmative vote of the holders of a majority of the outstanding
Class A Common Shares entitled to vote present in person or by proxy at the
meeting is required for the adoption of the 1995 Outside Directors Plan.
Thus, stockholders who vote to abstain will in effect be voting against the
proposal. Brokers who hold Class A Common Shares as nominees will have
discretionary authority to vote such shares if they have not received voting
instructions from the beneficial owners by the tenth day before the meeting,
provided that this Proxy Statement is transmitted to the beneficial owners at
least 15 days before the meeting. Broker non-votes, however, are not counted
as present for determining whether this proposal has been approved and have
no effect on its outcome.
The following is a summary of the material features of the 1995 Outside
Directors Plan and is qualified in its entirety by reference to it. A copy of
the Plan is attached hereto as Exhibit A.
13
<PAGE>
GENERAL
The 1995 Outside Directors Plan provides for the issuance of options to
purchase a maximum of an aggregate of 30,000 Class A Common Shares of the
Company to Directors who are not also employees of the Company or any
subsidiary ("Outside Directors"). There are presently six eligible Outside
Directors. The Plan will terminate on February 24, 1997, unless earlier
terminated by resolution of the Board of Directors.
GRANTS OF OPTIONS
On the date of he Board's approval of the Plan, each Outside Directors was
granted an option to purchase 1,000 Class A Common Shares at the then fair
market value calculated by reference to the closing price of the Class A
Common Shares on the NASDAQ Stock Market, subject to stockholder approval. On
each anniversary date thereafter through 1997, each Outside Director then
serving in such capacity will receive an automatic grant of an option to
purchase 1,000 shares of Class A Common Shares at the then fair market value.
Upon the appointment of an Outside Director of the Board of Directors,
such individual shall receive an option to purchase 1,000 Class A Common
Shares, provided that such individual was not a Director on February 23, 1995.
EXERCISE OF OPTIONS
Each option granted under the 1995 Outside Directors Plan will expire on
the tenth anniversary of the date the option was granted. Except as otherwise
provided in the event of an Outside Director's death, only the Outside
Director may exercise an option, provided that a guardian or other legal
representative who has been duly appointed for such Outside Director may
exercise an option on behalf of the Eligible Director. Upon satisfaction of
all conditions, the option may be exercised in whole or in part at any time
until expiration of the right to exercise the option, but this right of
exercise is limited to whole shares. Options may be exercised by the Outside
Director giving written notice to the Company of the Outside Director's
exercise of the option accompanied by full payment of the purchase price in
cash or its equivalent. The Plan also allows cashless exercises as permitted
under the Federal Reserve Board's Regulation T.
Each option granted under the Plan will become exercisable for equal
one-third increments of the Class A Common Shares subject to the option on
each of the first three anniversary dates of the grant. In the event of a
Change in Control, as defined in the 1995 Outside Directors Plan, an Outside
Director may exercise his option with respect to all Class A Common Shares
which are covered by the option.
14
<PAGE>
SECURITIES SUBJECT TO THE 1995 OUTSIDE DIRECTORS PLAN
Not more than 30,000 Class A Common Shares of the Company may be issued
pursuant to the 1995 Outside Directors Plan in the aggregate, except that in
the event of share splits, share dividends, combinations, exchanges of shares
or similar capital adjustments, an appropriate adjustment in the stock
subject to the Plan will be made. If any option expires without having been
fully exercised, the shares with respect to which such option has not been
exercised will be available for further options. The option to purchase 1,000
Class A Common Shares granted to each Director on February 23, 1995 has been
adjusted for the one for one share dividend paid on April 10, 1995.
TERMINATION OF DIRECTORSHIP
If an Outside Director ceases to be a Director of the Company because of
death or disability, the option may be exercised until the earlier to occur
of either (i) the first anniversary of the Outside Director's termination of
directorship or (ii) the expiration of the option. If any option is
exercisable following the Outside Director's death, then that option may be
exercisable by the Outside Director's estate, the person as shall have been
named as the Outside Director's beneficiary, the person designated in the
Outside Director's Last Will and Testament, or the person to whom the option
was transferred by the applicable laws of descent and distribution.
INCOME TAX TREATMENT
The Company has been advised that under current law certain of the
income tax consequences under the laws of the United States to Outside
Directors and the Company of options granted under the 1995 Outside Directors
Plan generally should be as set forth in the following summary. The summary
only addresses income tax consequences for Outside Directors and the Company.
The options granted under the Plan shall be non-qualified options for
federal income tax purposes. An Outside Director to whom an option is granted
will not recognize income at the time of grant of such option. When such
Outside Director exercises such non-qualified option, the Outside Director
will recognize ordinary compensation income equal to the difference, if any,
between the option price paid and the fair market value, as of the date of
option exercise, of the shares the Outside Director receives. The tax basis
of such shares to such Outside Director will be equal to the option price
paid, and the Outside Director's holding period for such shares will commence
on the day on which the Outside Director recognized taxable income in respect
of such shares. Subject to applicable provisions of the Code and regulations
thereunder, Company will generally be entitled to a federal income tax
deduction in respect of non-qualified options in an amount equal to the
ordinary compensation income recognized by the Outside Director.
15
<PAGE>
The discussion set forth above does not purport to be a complete analysis
of all potential tax consequences relevant to recipients of options or the
Company or to describe tax consequences based on particular circumstances. It
is based on United States federal income tax law and interpretational
authorities as of the date of this Proxy Statement, which are subject to
change at any time. The discussion does not address state or local income tax
consequences or income tax consequences for taxpayers who are not subject to
taxation in the United States.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. THE PERSONS
NAMED IN THE ACCOMPANYING PROXY OR THEIR SUBSTITUTES WILL VOTE SUCH PROXY FOR
THIS PROPOSAL UNLESS IT IS MARKED TO THE CONTRARY. A FAVORABLE VOTE OF A
MAJORITY OF THE COMBINED OUTSTANDING CLASS A AND CLASS B SHARES ON THE RECORD
DATE IS REQUIRED FOR ADOPTION OF THE PROPOSAL.
PROFIT SHARING PLAN
The Company has a profit sharing plan for all officers and key employees
which provides for a fund consisting of 20% of the excess of profits before
federal taxes after deducting 10% of the net stockholders' equity at the
beginning of the fiscal year, such equity to include the net amount received
by the Company during the fiscal year from the sale of common stock or
through the exercise of common stock options. The fund is distributable by a
committee of the Board of Directors taking into consideration such factors as
salary, length of service, and merit, the maximum being 50% of the salary of
the distributee. For the fiscal year ended September 30, 1994, the foregoing
formula produced an aggregate of $447,200 in bonuses. For the fiscal year
ended September 30, 1995, the foregoing formula produced an aggregate of
$456,000 in bonuses of which $78,000 is shown in the summary compensation
table.
INDEPENDENT AUDITORS
The firm of Meaden & Moore, Inc. has again been selected by the Board of
Directors to act as the auditors for the Company for the current fiscal year.
A representative of that firm will be present at the Annual Meeting and will
have an opportunity to make a statement, if desired. The representative will
also be available to respond to appropriate questions from shareholders.
16
<PAGE>
OTHER MATTERS
The Board of Directors of the Company is not aware of any matter to come
before the meeting other than those mentioned in the accompanying Notice.
However, if other matters shall properly come before the meeting, it is the
intention of the persons named in the accompanying Proxy to vote in
accordance with their best judgment on such matters.
Any shareholder proposal intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Company's Secretary at its
principal executive offices not later than September 27, 1996, for inclusion
in the Board of Directors' Proxy Statement and form of Proxy relating to that
meeting. Each proposal submitted should be accompanied by the name and
address of the shareholder submitting the proposal and the number of Common
Shares owned. If the proponent is not a shareholder of record, proof of
beneficial ownership should also be submitted. All proposals must be a proper
subject for action and comply with the Proxy rules of the Securities and
Exchange Commission.
Upon the receipt of a written request from any shareholder entitled to
vote at the forthcoming Annual Meeting, the Company will mail, at no charge
to the shareholder, a copy of the Company's Annual Report on Form 10-K,
including the financial statements and schedules required to be filed with
the Securities and Exchange Commission pursuant to Rule 13a-1 under the
Securities Exchange Act of 1934, as amended, for the Company's most recent
fiscal year. Requests from beneficial owners of the Company's voting
securities must set forth a good-faith representation that, as of the record
date for the Annual Meeting, the person making the request was the beneficial
owner of securities entitled to vote at such meeting. Written requests for
such report should be directed to:
Mr. Eugene T. Nowakowski
Hickok Incorporated
10514 Dupont Avenue
Cleveland, Ohio 44108
You are urged to sign and return your Proxy promptly in order to make
certain your shares will be voted at the Annual Meeting. For your convenience
a return envelope is enclosed requiring no additional postage if mailed in
the United States.
By Order of the Board of Directors.
Robert L. Bauman
Chairman, President and
Chief Executive Officer
Dated January 24, 1996
17
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EXHIBIT A
HICKOK INCORPORATED
1995 OUTSIDE DIRECTORS STOCK OPTION PLAN
Hickok Incorporated hereby adopts a stock option plan for the benefit of
Outside Directors and subject to the terms and provisions set forth below.
ARTICLE 1. DEFINITIONS
Whenever used in the Plan, the following terms have the meanings set forth
below:
(a) "Board" means the Board of Directors of the Company.
(b) "Change in Control" shall be deemed to have occurred upon:
(i) The acquisition of beneficial ownership of thirty percent (30%) of the
Company'sShares by a person or group of persons under common control unless
such acquisition is approved by the Board; or
(ii) A change in the membership of the Board at any time during any twelve
(12)month period such that, following such change, at least thirty percent
(30%) of the members of the Board were not members of the Board at the start
of such twelve (12) month period but only if the election of such new members
of the Board was not approved by at least three-quarters (3/4) of the
Directors who were either sitting at the beginning of such twelve (12) month
period or elected to the Board during such twelve (12) month period with the
approval of three-quarters (3/4) of the Directors who were sitting at the
beginning of such twelve (12) month period.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(d) "Company" means Hickok Incorporated, an Ohio corporation, or any
successor thereto.
(e) "Director" means a member of the Board.
(f) "Disability" means a Participant's inability, due to a physical or
mental condition, to continue to serve as a member of the Board, as
determined by the Board pursuant to written certification of such Disability
from a physician acceptable to the Board.
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(g) "Effective Date" means February 23, 1995, subject to ratification by
an affirmative vote of a majority of the voting capital stock of the Company.
(h) "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor thereto.
(i) "Fair Market Value" means (a) if the Shares are listed on a nationally
recognized stock exchange or the NASDAQ Stock Market, the closing price of
the Shares on the date the fair market value of the Shares is being
determined, or, if no sale has occurred on such date, on the most recent
preceding day on which there is a closing price of the Shares, or (b) in all
other circumstances, the value determined by the Board after obtaining an
appraisal by one or more independent appraisers meeting the requirements of
regulations issued under Section 170(a)(1) of the Code.
(j) "Option" means an option to purchase Shares granted under Article 4
herein.
(k) "Option Agreement" means an agreement, in the form of Exhibit A
attached hereto, setting forth the terms and provisions applicable to an
Option.
(l) "Option Price" shall be equal to one hundred percent (100%) of the
Fair Market Value of a Share at the close of the date the Option is granted.
(m) "Outside Director" means a Director who is not employed by the Company
or a Subsidiary.
(n) "Participant" means an Outside Director who has been granted an Option.
(o) "Plan" means the Hickok Incorporated 1995 Outside Directors Stock
Option Plan.
(p) "Shares" means the Class A Common Shares, $1.00 par value, of the
Company.
(q) "Subsidiary" means any corporation, at least fifty percent (50%) of
the common stock of which is owned directly or indirectly by the Company.
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ARTICLE 2. ESTABLISHMENT, PURPOSE AND DURATION
2.1 ESTABLISHMENT OF THE PLAN. The Company hereby establishes the Plan as
set forth herein.
2.2 PURPOSE OF THE PLAN. The purpose of the Plan is to provide the Outside
Directors with greater incentive to serve and promote the interests of the
Company and its shareholders. The premise of the Plan is that, if such
Outside Directors acquire a proprietary interest in the Company or increase
such proprietary interest as they may already hold, then the incentive of
such Outside Directors to work toward the Company's continued success will be
commensurately increased. Accordingly, the Company will, from time to time
during the effective period of the Plan, grant to the Outside Directors
Options on the terms and subject to the conditions set forth in the Plan.
2.3 DURATION OF THE PLAN. The Plan shall commence on the Effective Date
and shall remain in effect until February 24, 1997.
ARTICLE 3. SHARES SUBJECT TO THE PLAN
3.1 NUMBER OF SHARES. The total number of Shares available for grant
under the Plan shall be Thirty Thousand (30,000). These Shares may be either
authorized but unissued, treasury Shares or reacquired Shares. The grant of
an Option shall reduce the Shares available for grant under the Plan by the
number of Shares subject to such Option. To the extent that an Option is
settled in cash rather than in Shares, the authorized Share pool shall be
reduced by the appropriate number of Shares represented by the cash
settlement of the Option, as determined by the Board (subject to the
limitation set forth in Section 3.2 herein).
3.2 LAPSED OPTIONS. If any Option granted under this Plan is canceled,
terminates, expires or lapses for any reason, any Shares subject to such
Option again shall be available for the grant of an Option under the Plan.
However, in the event that prior to the Option's cancellation, termination,
expiration, or lapse, the holder of the Option at any time received one or
more "benefits of ownership" pursuant to such Option (as defined by the
Securities and Exchange Commission, pursuant to any rule or interpretation
promulgated under Section 16 of the Exchange Act), the Shares subject to such
Option shall not be made available for regrant under the Plan.
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3.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any merger,
reorganization, consolidation, recapitalization, separation, liquidation,
share split, share dividend, split-up, share combination, or other change in
the corporate structure of the Company, the Board, in its sole discretion,
shall make such adjustments as are necessary and appropriate in the exercise
prices, number of Shares issuable upon exercise and/or the class of Shares
issuable upon exercise of all then outstanding Options, to prevent dilution
or enlargement of rights of the holders of Options under the Plan; and
provided that the number of Shares attributable to any Option shall always be
a whole number.
ARTICLE 4. GRANT OF OPTIONS
4.1 GRANT OF OPTIONS TO OUTSIDE DIRECTORS. On the Effective Date each
Outside Director shall be granted an Option to purchase One Thousand (1,000)
Shares at the Option Price. Each Outside Director first appointed or elected
to the Board after the Effective Date shall be granted an Option to purchase
One Thousand (1,000) Shares at the Option Price upon his or her election or
appointment to the Board. On each anniversary of the Effective Date, through
and including February 23, 1997, each Outside Director shall be granted an
Option to purchase One Thousand (1,000) Shares at the Option Price. The terms
of each such Option shall be set forth in an Option Agreement which shall be
executed by the Outside Director and the Company.
4.2 DURATION OF OPTIONS. Subject to the provisions contained herein
relating to earlier expiration, each Option shall expire on the tenth (10th)
anniversary date of its grant.
4.3 EXERCISE OF OPTIONS. Options granted under the Plan shall be
exercisable as follows:
Options shall be exercised by the delivery of a written notice of exercise
to the Company, setting forth the number of Shares with respect to which the
Option is to be exercised, accompanied by full payment for the Shares.
4.4 PAYMENT. The Option Price upon exercise of any Option shall be payable
to the Company in full in cash or its equivalent. The Board also may allow
cashless exercises as permitted under Federal Reserve Board's Regulation T,
subject to applicable securities law restrictions, or by any other means
which the Board determines to be consistent with the Plan's purpose and
applicable law.
As soon as practicable after receipt of a written notification of exercise
and full payment, except in the case of a cashless exercise, the Company
shall deliver to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares
purchased under the Option(s).
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4.5 RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan as shall be required under applicable Federal securities laws,
under the requirements of any stock exchange or market upon which such Shares
are then listed and/or traded and under any blue sky or state securities laws
applicable to such Shares.
4.6 CEASING TO BE A DIRECTOR DUE TO DEATH OR DISABILITY.
(a) DEATH. In the event a Participant ceases to be a Director by reason
of death, all vested Options held by the Participant shall remain exercisable
at any time prior to their expiration date, or for one (1) year after the
date of death, whichever period is shorter, by such person or persons as
shall have been named as the Participant's beneficiary, or by such persons
that have acquired the Participant's rights under the Option by will or by
the laws of descent and distribution.
(b) DISABILITY. In the event a Participant ceases to be a Director by
reason of Disability, all vested Options held by the Participant shall remain
exercisable at any time prior to their expiration date, or for one (1) year
after the date that the Board determines the definition of Disability to have
been satisfied, whichever period is shorter.
(c) DEATH AFTER CEASING TO BE A DIRECTOR. In the event that a
Participant ceases to be a Director by reason of Disability, and within the
exercise period following such termination the Participant dies, then the
remaining exercise period under outstanding Options shall equal the longer of
(i) one (1) year following death; or (ii) the remaining portion of the
exercise period which was triggered by reason of the Director's Disability;
provided, however, the remaining exercise period shall in no event extend
beyond the expiration date of such Options. Such Options shall be exercisable
by such person or persons who shall have been named as the Participant's
beneficiary, or by such persons who have acquired the Participant's rights
under the Option by will or by the laws of descent and distribution.
4.7 CEASING TO BE A DIRECTOR. If a Participant ceases to be a Director for
any reason, all Options held by the Participant which are not vested as of
the date he ceases to be a Director shall immediately be forfeited to the
Company.
Options which are vested as of the date a Participant ceases to be a
Director for any reason other than the reasons set forth in Section 4.6 may
be exercised within the period beginning on the date the Participant ceases
to be a Director, and ending sixty (60) days after such date. In the event
the Participant dies within such sixty (60) day period, then any outstanding
Options may be exercised within twelve (12) months after the date of such
Participant's death by such person or persons who shall have been named as
such Participant's beneficiary or by such person who has acquired the
Participant's rights under the Options by will or by the laws of descent and
distribution; provided, however, the remaining exercise period shall in no
event extend beyond the expiration date of such Options.
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4.8 NONTRANSFERABILITY OF OPTIONS. No Option may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated by a Participant or
any other person, voluntarily or involuntarily, other than (i) by will or by
the laws of descent and distribution or (ii) pursuant to a Qualified Domestic
Relations Order as provided for in Section 206(d)(3)(B) of the Employee
Retirement Income Security Act of 1974, as amended. Further, a Participant's
rights under the Plan shall be exercisable during the Participant's lifetime
only by the Participant or the Participant's legal representative.
ARTICLE 5. BENEFICIARY DESIGNATION
Each Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) who will
succeed to the Participant's rights hereunder in the event of the
Participant's death. Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing
with the Company during the Participant's lifetime. In the absence of any
such designation, benefits remaining unpaid at the Participant's death shall
be paid to the Participant's estate.
The spouse of a married Participant domiciled in a community property
jurisdiction shall join in any designation of beneficiary or beneficiaries
other than the spouse.
ARTICLE 6. CHANGE IN CONTROL
Upon the occurrence of a Change in Control, unless otherwise specifically
prohibited by the terms of Section 11.5 herein:
(a) Any and all Options granted hereunder shall become immediately
exercisable; and
(b) Subject to Article 7 herein, the Board shall have the authority to
make any modifications to the Options as determined by the Board to be
appropriate before the effective date of the Change in Control.
ARTICLE 7. AMENDMENT, MODIFICATION, AND TERMINATION
7.1 AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole
or in part; provided, that the Plan shall not be amended more than once every
six (6) months, other than to conform it to changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder;
and provided, further that no amendment which requires shareholder approval
in order for the Plan to continue to comply with Rule 16b-3 under the
Exchange Act, including any successor to such Rule, shall be effective unless
such amendment shall be approved by the requisite vote of shareholders of the
Company entitled to vote thereon.
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7.2 OPTIONS PREVIOUSLY GRANTED. No termination, amendment or modification
of the Plan shall adversely affect in any material way any Option previously
granted under the Plan, without the written consent of the Participant
holding such Option.
ARTICLE 8. WITHHOLDING
The Company shall have the power and the right to deduct and withhold from
any other compensation due the Participant from the Company, or require a
Participant to remit to the Company in such form as requested by the Company,
an amount sufficient to satisfy Federal, state, and local taxes required by
law to be withheld with respect to any taxable event arising from or as a
result of this Plan.
ARTICLE 9. INDEMNIFICATION
Each person who is or shall have been a member of the Board shall be
indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by such
person in connection with or resulting from any claim, action, suit, or
proceeding to which such person may be a party or in which such person may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by such person in settlement
thereof, with the Company's approval or paid by such person in satisfaction
of any judgment in any such action, suit, or proceeding against such person,
provided such persons shall give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to
handle and defend it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company's Articles of
Incorporation or Code of Regulations, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.
ARTICLE 10. SUCCESSORS
All obligations of the Company under the Plan with respect to Options
shall be binding on any successor to the company, whether the existence of
such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.
ARTICLE 11. MISCELLANEOUS
11.1 NO RIGHT TO CONTINUE AS A DIRECTOR. Nothing in this Plan or in any
Option Agreement shall confer upon any Outside Director any right to continue
as a Director, or to be entitled to receive any remuneration or benefits not
set forth in the Plan or such Option Agreement, or to interfere with or limit
the right of the shareholders of the Company to remove him or her as a
Director, with or without cause.
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11.2 GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural
shall include the singular and the singular shall include the plural.
11.3 SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
11.4 REQUIREMENTS OF LAW. The granting of Options and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required. Notwithstanding any other provision
set forth in the Plan, if required by the then-current Section 16 of the
Exchange Act, any "derivative security" or "equity security" granted pursuant
to the Plan to any Outside Director may not be sold or transferred for at
least six (6) months after the date of grant of such Option. The terms
"equity security" and "derivative security" shall have the meanings ascribed
to them in the then-current Rule 16(a) under the Exchange Act.
11.5 SECURITIES LAW COMPLIANCE. Transactions under this Plan are intended
to comply with all applicable conditions of Rule 16b-3 or its successors
under the Exchange Act. To the extent any provision of the Plan or action by
the Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
11.6 GOVERNING LAW. To the extent not preempted by Federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Ohio.
11.7 TIME FOR TAKING ACTION. Any action that may be taken in respect of
the Plan within a certain number of days shall be taken within that number of
calendar days; provided, however, that if the last day for taking any such
action falls on a weekend or a holiday, the period during which such action
may be taken shall be extended until the next business day. If any action in
respect of the Plan is required to be taken on a day which falls on a weekend
or a holiday, such action shall be taken on the next business day.
11.8 NONQUALIFIED OPTIONS. All Options granted under the Plan shall, for
purposes of the federal income tax, be nonqualified stock options.
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HICKOK INCORPORATED THIS PROXY IS SOLICITED ON BEHALF OF
10514 DUPONT AVENUE THE BOARD OF DIRECTORS
CLEVELAND, OHIO 44108-1399
The undersigned hereby appoints Robert L. Bauman, Eugene T. Nowakowski and
Michael L. Miller, and each of them with power of substitution or resubstitution
as proxies, and authorizes them to represent and to vote, as designated below,
all of the common shares of Hickok Incorporated held of record by the
undersigned on January 3, 1996 at the Annual Meeting of Shareholders to be held
on February 21, 1996 or any adjournment thereof.
1. FIXING NUMBER OF DIRECTORS / / FOR ALL NOMINEES LISTED BELOW
AT EIGHT AND ELECTION OF (EXCEPT AS MARKED TO THE
SEVEN DIRECTORS........ CONTRARY BELOW)
/ / WITHHOLD AUTHORITY TO VOTE FOR
ALL NOMINEES LISTED BELOW.
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
Thomas H. Barton, Robert L. Bauman, Harry J. Fallon, T. Harold Hudson,
George S. Lockwood, Jr., Michael L. Miller and Janet H. Slade.
2. ADOPTION OF 1995 OUTSIDE DIRECTORS STOCK OPTION PLAN:
/ / FOR / / AGAINST / /ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(sign and date on other side)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 THROUGH 3.
Dated , 1996
--------------------------
Please sign below exactly as name
appears. When shares are held by
joint tenants, both should sign. When
signing as attorney, as executor,
administrator, trustee or guardian,
please give full title as such. If
corporation, please give full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
--------------------------------------
Signature
--------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
