<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
Hickok Incorporated
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Hickok Incorporated
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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> 2
HICKOK
INCORPORATED
PROXY STATEMENT 1998
[Picture]
A NEW HORIZON
January 26, 1999 - Hickok Incorporated - Notice of Annual Meeting
<PAGE> 3
HICKOK INCORPORATED
10514 Dupont Avenue, Cleveland, Ohio 44108
January 26, 1999
To the Shareholders of Hickok Incorporated:
The Company will hold its Annual Meeting of Shareholders at 10:00 a.m.,
EST., Wednesday, February 24, 1999 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 pleased with the Company's results of operations during the 1998
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
1
<PAGE> 4
HICKOK INCORPORATED
10514 Dupont Avenue, Cleveland, Ohio 44108
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
MAILED TO SHAREHOLDERS
ON JANUARY 26, 1999
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 24, 1999 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 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 4,
1999, 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 26, 1999
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.
2
<PAGE> 5
HICKOK INCORPORATED
10514 Dupont Avenue, Cleveland, Ohio 44108
PROXY STATEMENT
Mailed to shareholders on January 26, 1999
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 24, 1999, 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 and for the
other proposals set forth in the Notice of Annual Meeting.
VOTING RIGHTS
At the close of business on January 4, 1999, the Company had 744,884 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 4, 1999 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 48 hours before the time
fixed for holding the meeting that he desires the voting at such election to be
cumulative,
3
<PAGE> 6
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 4, 1999 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 4, 1999. 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 4, 1999.
4
<PAGE> 7
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS NUMBER OF SHARES PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) OF CLASS
- ------------------ ------------------------- ---------------------- --------
<S> <C> <C> <C>
Common Shares, Janet H. Slade(2) 5,843 Class A(3) *
$1.00 par value, 5862 Briar Hill Drive 110,762 Class B 24.4%
Class A and B Solon, Ohio 44139
Gretchen L. Hickok(2) 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(4) 56,888 Class A(4) 7.4%
10514 Dupont Avenue 111,006 Class B 24.4%
Cleveland, Ohio 44108
Koonce Securities, Inc. 124,039 Class A(5) 16.7%
6550 Rock Spring Drive
Bethesda, Maryland 20817
All Directors and Executive 128,177 Class A(6) 16.0%
Officers as a group (8 persons) 221,768 Class B 48.8%
</TABLE>
* Less than one percent
(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) Includes 4,000 Class A Common Shares which Ms. Slade, as a Director,
has the right to acquire upon the exercise of immediately exercisable options.
(4) Excludes 2,250 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 24,500 Class A Common Shares which may be
acquired by Mr. Bauman upon the exercise of immediately exercisable options.
(5) Based on a Schedule 13G dated January 29, 1998 filed with the
Securities and Exchange Commission.
5
<PAGE> 8
(6) Includes 56,500 Class A Common Shares which the Directors and the
Executive Officers of the Company have the right to acquire upon the exercise of
immediately exercisable options.
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.
6
<PAGE> 9
INFORMATION CONCERNING NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
COMMON
SHARES(2)
YEAR IN BENEFICIALLY PERCENT
WHICH FIRST OWNED OF CLASS
BUSINESS ELECTED AS OF BENEFICIALLY
NAME AND AGE EXPERIENCE (1) DIRECTOR JANUARY 4, 1999 OWNED
------------ -------------- -------- --------------- -----
<S> <C> <C> <C> <C>
Thomas H. Barton President, Thomas H. Barton & 1974 4,200(3) *
Age: 74 Company, Inc. Class A
(management consultants)
Robert L. Bauman Chairman, President and Chief 1980 56,888(4) 7.4%
Age: 58 Executive Officer of the Class A
Company since July 2, 1993; 111,006 24.4%
from June 6, 1992 to July 2, Class B
1993, President and Chief
Executive Officer of the
Company; from January 1, 1991
to June 6, 1992, President of
the Company
Harry J. Fallon President, Federated 1980 4,200(3) *
Age: 72 Purchaser, Inc. (electronics Class A
distributor)
T. Harold Hudson Senior Vice President of 1992 5,500(3) *
Age: 59 Engineering and Design of Six Class A
Flags Theme Parks, Inc. since
October, 1992; Vice President,
Six Flags Theme Parks, Inc.
for five years prior to
October, 1992
George S. Lockwood, Jr. Managing Partner, Ohio Gas & 1964 34,546(3,5) 4.6%
Age: 87 Oil Development Co. Class A
Michael L. Miller Partner since January, 1972 of 1992 9,000(3) 1.2%
Age: 57 Calfee, Halter & Griswold LLP, Class A
the Company's Legal Counsel
Janet H. Slade Private Investor 1992 5,843(3) *
Age: 55 Class A
110,762 24.4%
Class B
</TABLE>
* Less than one percent
7
<PAGE> 10
(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 Common Shares are indicated by "Class A"; Class B Common Shares
are indicated by "Class B."
(3) Includes 4,000 Class A Common Shares which may be acquired upon the
exercise of immediately exercisable options.
(4) Excludes 2,250 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 24,500 Class A Shares which may be acquired by Mr.
Bauman upon the exercise of immediately exercisable options.
(5) 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, 1998 all Section 16(a)
filing requirements applicable to its officers, directors, and greater than ten
percent beneficial owners were complied with.
During the most recent fiscal year, the Company discovered that there was
an omission to report purchases of 200, 400 and 400 Class A Common Shares by T.
Harold Hudson in fiscal years 1995, 1996 and 1997, respectively. These purchases
were subsequently reported on a Form 5.
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, 1998 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
8
<PAGE> 11
The Audit Committee reviews the activities of the Company's independent
auditors and various Company policies and practices. The Compensation Committee
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, 1998. 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, 1998, 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
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES
NAME AND UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS
<S> <C> <C> <C> <C>
Robert L. Bauman, 1998 $213,000 $21,000 3,000(2)
Chairman, President 1997 $206,000 0 6,000(2)
& Chief Executive 1996 $198,000 $10,500 2,500(2)
Officer
</TABLE>
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.
(2) Represents options to purchase shares of Class A Common Stock.
9
<PAGE> 12
1998 OPTION GRANTS
The following table sets forth certain information relating to a grant of
stock options made during the fiscal year ended September 30,1998 to the Named
Executive Officer. Such grant is reflected in the Summary Compensation Table on
page 9.
<TABLE>
<CAPTION>
PERCENTAGE OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL OPTIONS AT ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO EXERCISE OR STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES IN BASE PRICE EXPIRATION FOR OPTION TERM
NAME OPTIONS FISCAL YEAR (PER SHARE) DATE 5% 10%
---- ------- ----------- ----------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Robert L. Bauman 3,000 12.5% $10.50 12/31/07 $ 19,845 $ 50,085
</TABLE>
1998 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, 1998.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF(1)
UNEXERCISED UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS AT
SEPTEMBER 30, 1998 SEPTEMBER 30, 1998
------------------ ------------------
EXERCISE- UNEXER- EXERCISE- UNEXER-
NAME ABLE CISEABLE ABLE CISEABLE
- ---- ---- -------- ---- --------
<S> <C> <C> <C> <C>
Robert L. Bauman 21,500 -0- $ 39,550 -0-
</TABLE>
(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, 1993
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.
10
<PAGE> 13
[GRAPH]
The above graph was prepared using the following data:
<TABLE>
<CAPTION>
SEPTEMBER 30 1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
HICKOK $100 $136 $250 $136 $ 92 $ 78
NASDAQ COMPOSITE 100 100 137 161 221 222
NASDAQ INDUSTRIAL 100 100 126 142 176 132
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee of the Board of Directors reviews the Company's
existing and proposed executive compensation plans and makes determinations
concerning such plans and the awards to be made thereunder. The current members
of the Committee are Thomas H. Barton, George S. Lockwood, Jr. and T. Harold
Hudson, all of whom are non-employee Directors of the Company.
COMPENSATION PHILOSOPHY
The Committee believes that, in order to attract, retain and offer
appropriate incentives to its key executives, compensation levels of individuals
should be comparable to similarly situated companies. The Committee reviews
generally available information concerning compensation levels at firms which
are generally comparable in terms of industry, size and geography. Certain of
these companies may be part of the indices set forth in the Stock Performance
Graph contained elsewhere in this Proxy Statement. In addition, prior year
earnings, internal projections of future years and
11
<PAGE> 14
other achievements of the Company for the prior fiscal year are factors in
determining compensation levels for key executives. The Committee also makes a
subjective determination as to the overall success of the Company and the
contribution of each individual employee.
In 1993 Congress adopted Section 162 (m) of the Internal Revenue Code which
limits the ability of public companies to deduct compensation in excess of
$1,000,000 paid to certain executive officers, unless such compensation is
"performance based" within the meaning of Section 162 (m). The Committee does
not expect the deductibility of any compensation paid to its employees to be
affected by Section 162 (m).
FISCAL 1998 COMPENSATION DECISIONS
Base salaries and bonuses for all of the Company's officers and stock
option grants for all key employees, other than Mr. Bauman, for fiscal 1998 were
established by the Committee based on recommendations by Mr. Bauman. Generally,
base salaries were increased as a result of the Committee's review of comparable
companies and its subjective determination of the Company's results for fiscal
1997 and each individual's particular contribution. Cash bonuses of $73,000 were
granted for fiscal 1998 based on a profit sharing plan in place for all officers
and key employees. An aggregate of 23,000 options to purchase Class A Common
Stock were granted to employees for fiscal 1998.
The compensation arrangements of Mr. Bauman were determined based on the
Committee's subjective assessment of his performance, based on the Company's
financial condition and success in achieving its strategic objectives. The
Committee also considered the responsibilities associated with Mr. Bauman's
position and the level of compensation provided to Chief Executive Officers at
similarly situated companies.
The Compensation Committee of the Board of Directors
Thomas H. Barton
George S. Lockwood, Jr.
T. Harold Hudson
12
<PAGE> 15
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 the Compensation
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, 1998, the foregoing formula
produced an aggregate of $73,000 in bonuses of which $21,000 is shown in the
summary compensation table. For the fiscal year ended September 30, 1997, the
foregoing formula produced no bonus.
INDEPENDENT AUDITORS
The firm of Meaden & Moore, Ltd. 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.
13
<PAGE> 16
SHAREHOLDER PROPOSALS AND 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 2000 Annual
Meeting of Shareholders must be received by the Company's Secretary at its
principal executive offices not later than September 27, 1999, 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.
The Company may use its descretion in voting Proxies with respect to
Shareholder proposals not included in the Proxy Statement for the fiscal year
ended September 30, 1999, unless the Company receives notice of such proposals
prior to December 10, 1999.
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 26, 1999
14
<PAGE> 17
This Page Intentionally Blank
<PAGE> 18
This Page Intentionally Blank
<PAGE> 19
This Page Intentionally Blank
<PAGE> 20
PROXY PROXY
HICKOK INCORPORATED
10514 DUPONT AVENUE
CLEVELAND, OHIO 44108-1399
This PROXY is Solicited on Behalf of the Board of Directors
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 4, 1999 at the Annual Meeting of
Shareholders to be held on February 24, 1999 or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
- ------------------------------------------------------------------------------
4362 -- Hickok Incorporated
<PAGE> 21
<TABLE>
<CAPTION>
<S> <C> <C>
HICKOK INCORPORATED
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /
[ ]
1. Fixing Number of Directors at Eight For Withhold For All 2. In their discretion, the Proxies are authorized to
and Election of Seven Directors -- All All Except vote upon such other business as may properly come
Nominees: Thomas H. Barton, // // // before the meeting.
Robert L. Bauman, Harry J. Fallon,
T. Harold Hudson, George S. Lockwood, Jr.
Michael L. Miller and Janet H. Slade.
_________________________________________
(Except nominees written above) 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 AND 2.
Dated: __________________________________, 1999
Signature(s) ________________________________________
_____________________________________________________
Please sign above exactly as name appears. When shares
are held by joint tenants, both should sign. When
signing as attorney, or 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.
- -----------------------------------------------------------------------------------------------------------------------------------
* FOLD AND DETACH HERE *
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
4362 -- Hickok Incorporated
</TABLE>
