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  <title>Hickok Inc Form S-8</title>
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<p align="center">As filed with the Securities and Exchange Commission on
June 9, 2005</p>

<p align="right">	 Registration No.&nbsp; 333-&nbsp; &nbsp; &nbsp; &nbsp;
&nbsp; </p>

<hr width="100%" size="2">
<div align="center">
<p align="center"><b>	 SECURITIES AND EXCHANGE COMMISSION<br>
 <u>Washington, D.C. 20549</u></b></p>

<p align="center"><b>FORM S-8</b><br>
 REGISTRATION STATEMENT<br>
 Under<br>
 T<u>HE SECURITIES ACT OF 1933</u><br>
 </p>

<p align="center"><b>HICKOK INCORPORATED</b><br>
 (Exact Name of Registrant as Specified in its Charter)<br>
 </p>

<table cellpadding="2" cellspacing="2" border="0" width="75%">

     <tr>
       <td valign="top" align="center">
      <p></p>
 Ohio<br>
 (State or Other Jurisdiction of<br>
 Incorporation or Organization)<br>
       <br>
       </td>
       <td valign="top" align="center"><br>
 34-0288470<br>
 (I.R.S. Employer Identification No.)<br>
       </td>
     </tr>


</table>

<p align="center"><br>
 <strong></strong></p>
 </div>
  <strong> </strong>
<p align="center">10514 Dupont Avenue<br>
 Cleveland, Ohio 44108<br>
 (Address of Principal Executive Offices, including Zip Code)<br>
 </p>

<hr width="15%" size="2">
<p align="center"><b>2003 Outside Directors Stock Option Plan</b><br>
 (Full Title of the Plan)<br>
 </p>

<hr width="15%" size="2">
<table cellpadding="2" cellspacing="2" border="0" width="75%"
 align="center">

      <tr>
        <td valign="top" align="center">       Robert L. Bauman<br>
        President and Chief Executive Officer<br>
 Hickok Incorporated<br>
 10514 Dupont Avenue<br>
 Cleveland, Ohio 44108<br>
 (216) 541-8060<br>
        </td>
        <td valign="top" align="center"><u>With a copy to</u>:<br>
 Edward W. Moore, Esq.<br>
 Calfee, Halter &amp; Griswold LLP<br>
 1400 McDonald Investment Center<br>
 800 Superior Avenue<br>
 Cleveland, Ohio 44114<br>
 (216) 622-8200<br>
        </td>
      </tr>


</table>

<p align="center">(Name, Address and Telephone Number, including<br>
 Area Code, of Agent for Service)<br>
 </p>

<hr width="15%" size="2"><br>

<div align="center"><strong>
<p align="center">CALCULATION OF REGISTRATION FEE</p>
 </strong></div>
 <strong></strong>
<table cellpadding="2" cellspacing="2" border="0" width="90%">

     <tr>
       <td valign="top">
      <hr width="100%" size="2"></td>
       <td valign="top">
      <hr width="100%" size="2"></td>
       <td valign="top">
      <hr width="100%" size="2"></td>
       <td valign="top">
      <hr width="100%" size="2"></td>
       <td valign="top">
      <hr width="100%" size="2"></td>
     </tr>
     <tr>
       <td valign="top" align="center">Title of securities<br>
 to be registered<br>
       </td>
       <td valign="top" align="center">Amount<br>
 to be<br>
 registered<br>
       </td>
       <td valign="top" align="center">Proposed maximum<br>
 offering price<br>
 per share (1)<br>
       </td>
       <td valign="top" align="center">Proposed maximum<br>
 aggregate offering<br>
 price (1)<br>
       </td>
       <td valign="top" align="center">Amount of<br>
 registration<br>
 fee<br>
       </td>
     </tr>
     <tr>
       <td valign="top" align="center">
      <hr width="100%" size="2"></td>
       <td valign="top" align="center">
      <hr width="100%" size="2"></td>
       <td valign="top" align="center">
      <hr width="100%" size="2"></td>
       <td valign="top" align="center">
      <hr width="100%" size="2"></td>
       <td valign="top" align="center">
      <hr width="100%" size="2"></td>
     </tr>
     <tr>
       <td valign="top" align="center">Class A Common Shares, $1.00<br>
 par value per share<br>
       </td>
       <td valign="top" align="center"><br>
 21,000<br>
       </td>
       <td valign="top" align="center"><br>
 $5.75<br>
       </td>
       <td valign="top" align="center"><br>
 $120,750.00<br>
       </td>
       <td valign="top" align="center"><br>
 $14.21<br>
       </td>
     </tr>
     <tr>
       <td valign="top">
      <hr width="100%" size="2"></td>
       <td valign="top">
      <hr width="100%" size="2"></td>
       <td valign="top">
      <hr width="100%" size="2"></td>
       <td valign="top">
      <hr width="100%" size="2"></td>
       <td valign="top">
      <hr width="100%" size="2"></td>
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</table>
 <strong></strong><u>
<p>	 </p>
 </u>
<p align="justify">(1)	 Estimated in accordance with Rule 457(c) solely for
the purpose of calculating the registration fee and based upon the average
of the high and low sales prices of the Common Shares of Hickok Incorporated
as quoted on the Nasdaq Stock Market on June 6, 2005.<br>
 </p>

<hr width="100%" size="2">
<div align="center"><strong></strong>
<div align="center"> </div>
 <strong></strong>
<div align="center"><b>	 PART II<br>
 <br>
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</b></div>
 <strong>
<p align="justify"><strong>
<p align="justify">Item 3.	 Incorporation of Certain Documents by Reference</p>
 </strong></p>
  </strong></div>

<p align="justify">	 The following documents of Hickok Incorporated (the "
Company" ), previously filed with the Securities and Exchange Commission (the
" Commission" ), are incorporated herein by reference:</p>

<blockquote>
  <p align="justify">	 	 1.	 The Company&#8217;s Annual Report on Form 10-KSB for
the fiscal year ended September 30, 	 	 	 	 2004;</p>

  <p align="justify">2.	 The Company&#8217;s Definitive Proxy Statement filed with
the Commission on January 24, 2005;</p>

  <p align="justify">	 	 3.	 The Company&#8217;s Quarterly Reports on Form 10-QSB
for the periods ended December 31, 	 	 	 	 2004 and March 31, 2005; and</p>

  <p align="justify">	 	 4.	 The Company&#8217;s Form 8-A (Reg. No. 147).</p>
 </blockquote>

<p align="justify">	 All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the " Exchange Act" ) after the date of this Registration Statement, prior
to the filing of a post&#8211;effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be a part hereof from the date of filing of such documents,
other than the portions of such documents which by statute, by designation
in such document or otherwise, are not deemed to be filed with the Commission
or are not required to be incorporated herein by reference.</p>

<p align="justify">	 Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.</p>
  <strong>
<p align="justify">Item 4.	 Description of Securities.</p>
 </strong>
<p align="justify">Not applicable.</p>
   <strong>
<p align="justify">Item 5.	 Interests of Named Experts and Counsel.</p>
 </strong>
<p align="justify">	 Not applicable.</p>
 <strong>
<p align="justify">Item 6.	 Indemnification of Directors and Officers.</p>
 </strong>
<p align="justify">	 Ohio Revised Code &sect;1701.13(E) provides that a corporation
may indemnify or agree to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
by reason of the fact that he or she is or was a Director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity with another corporation or enterprise, against expenses
actually incurred by such person in connection with an action if he or she
acted in good faith and in a manner not opposed to the best interests of the
corporation.</p>

<p align="justify">	 Article IV of the Company&#8217;s Amended Code of Regulations
provides for the indemnification of Directors and officers against certain
liabilities.</p>
  <strong>
<p align="justify">Item 7.	 Exemption from Registration Claimed.</p>
 </strong>
<p align="justify">	 Not applicable.</p>
  <strong>
<p align="justify">Item 8.	 Exhibits.</p>
 </strong>
<p align="justify">	 See the Exhibit Index of this Registration Statement.</p>
 <strong>
<p align="justify">Item 9.	 Undertakings.</p>
 </strong>
<p align="justify">The undersigned registrant hereby undertakes:</p>

<p align="justify">(1)	 To file, during any period in which offers or sales
are being made, a post&#8211;effective amendment to this Registration Statement:</p>

<blockquote>
  <p align="justify">(i)	 To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 the (" Act" );</p>

  <p align="justify">(ii)	 To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post&#8211;effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change
in the maximum aggregate offering price set forth in the " Calculation of
Registration Fee" table in the effective registration statement.</p>

  <p align="justify">(iii)	 To include any material information with respect
to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;</p>
 </blockquote>

<p align="justify">provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.</p>

<p align="justify">(2)	 That, for the purpose of determining any liability
under the Securities Act of 1933, each such post&#8211;effective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial <em>bona fide </em>offering thereof.</p>

<p align="justify">(3)	 To remove from registration by means of a post&#8211;effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.</p>

<p align="justify">	 The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant&#8217;s annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan&#8217;s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial <em>bona fide</em> offering
thereof.</p>

<p align="justify">	 Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.<br>
 </p>

<hr width="100%" size="2">
<p align="justify">	 </p>
 <strong>
<p align="justify">	 SIGNATURES</p>
 </strong>
<p align="justify">	 Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of Ohio, on June
9, 2005.<br>
 </p>

<table cellpadding="2" cellspacing="2" border="0" width="50%"
 align="right">

     <tr>
       <td valign="top">
      <p align="justify">	 	 	 	 	 	 HICKOK INCORPORATED</p>

      <p align="justify">	 	 	 	 	 	 By:<u>/s/ Robert L. Bauman
     </u><br>
 	 	 	 	 	 	 Robert L. Bauman, President<br>
 and Chief Executive Officer</p>
  </td>
     </tr>


</table>

<p align="justify"><br>
 </p>

<p align="justify"><br>
 </p>

<p align="justify"><br>
 </p>

<p align="justify"><br>
 <br>
 </p>

<p align="justify">	 Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the following persons
in the capacities indicated on June 9, 2005.</p>

<table width="60%" border="1" align="center">

  <tr>
  <td valign="top" width="50%">
      <p align="justify"><u>/s/ Janet H. Slade</u><br>
 Janet H. Slade<br>
       <br>
  </p>
  </td>
  <td valign="top" width="50%">
      <p align="justify">Chairman of the Board</p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="50%">
      <p align="justify"><u>/s/ Robert L. Bauman</u><br>
 Robert L. Bauman </p>
  </td>
  <td valign="top" width="50%">
      <p align="justify">President, Chief Executive Officer and a<br>
 Director<br>
 (Principal Executive Officer) </p>
   </td>
     </tr>
  <tr>
  <td valign="top" width="50%">
      <p align="justify"><u>/s/ Gregory M. Zoloty</u><br>
 Gregory M. Zoloty  </p>
  </td>
  <td valign="top" width="50%">
      <p align="justify">Senior Vice President and Chief Financial Officer
      <br>
 (Principal Accounting and Financial Officer)</p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="50%">
      <p align="justify"><u>/s/ Hugh S. Seaholm</u><br>
 Hugh S. Seaholm </p>
  </td>
  <td valign="top" width="50%">
      <p align="justify">Director</p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="50%">
      <p align="justify"><u>/s/ T. Harold Hudson</u><br>
 T. Harold Hudson</p>
  </td>
  <td valign="top" width="50%">
      <p align="justify">Director</p>
  </td>
     </tr>
  <tr>
  <td valign="top" width="50%">
      <p align="justify"><u>/s/ James T. Martin</u><br>
 James T. Martin </p>
  </td>
  <td valign="top" width="50%">
      <p align="justify">Director</p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="50%">
      <p align="justify"><u>/s/ Michael L. Miller</u><br>
 Michael L. Miller </p>
  </td>
  <td valign="top" width="50%">
      <p align="justify">Director</p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="50%">
      <p align="justify"><u>/s/ James Moreland</u><br>
 James Moreland </p>
  </td>
  <td valign="top" width="50%">
      <p align="justify">Director</p>
       </td>
     </tr>


</table>
  <strong> </strong>
<p align="center"><strong></strong></p>

<hr width="100%" size="2">
<p align="center"><strong>HICKOK INCORPORATED</strong></p>
 <strong><u>
<p align="center">EXHIBIT INDEX</p>
 </u></strong>
<table width="60%" border="1" align="center">

  <tr>
  <td valign="top" width="17%"> <u>
      <p align="center">Exhibit No.</p>
       </u> </td>
  <td valign="top" width="83%"> <u> </u>
      <p align="center"><u>Exhibit Description</u></p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="17%">
      <p align="center">3.1</p>

      <p align="center">3.2</p>
       </td>
  <td valign="top" width="83%">
      <p>Articles of Incorporation. (A)</p>

      <p>Code of Regulations. (A) </p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="17%">
      <p align="center">3.3</p>
       </td>
  <td valign="top" width="83%">
      <p>Amendment to Articles of Incorporation adopted on February 23, 1995.</p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="17%">
      <p align="center">4.1</p>
       </td>
  <td valign="top" width="83%">
      <p align="justify">2003 Outside Directors Stock Option Plan. (B)</p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="17%">
      <p align="center">5.1</p>
       </td>
  <td valign="top" width="83%">
      <p align="justify">Opinion of Calfee, Halter &amp; Griswold LLP as to
the validity of the securities being registered. </p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="17%">
      <p align="center">23.1</p>
       </td>
  <td valign="top" width="83%">
      <p align="justify">Consent of Meaden &amp; Moore, Ltd.</p>
       </td>
     </tr>
  <tr>
  <td valign="top" width="17%">
      <p align="center">23.2</p>
       </td>
  <td valign="top" width="83%">
      <p align="justify">Consent of Calfee, Halter &amp; Griswold LLP (included
in Exhibit 5.1 of this Registration Statement).</p>
       </td>
     </tr>


</table>

<p align="justify">__________________</p>

<ol>

  <p align="justify"> </p>
   <li type="A">Reference is made to the Company&#8217;s basic documents filed
as Exhibits 3(a) and 3(b) to the Company&#8217;s Registration Statement on Form
S-1, dated September 1, 1959, as supplemented by Amendments 1 and 2 thereto,
dated respectively October 15, 1959, and October 19, 1959 (the October 15,
1959 amendment containing an Amendment to Articles of Incorporation, dated
September 29, 1959) and such exhibits are hereby incorporated by reference
herein.  </li>
   <li type="A">Incorporated by reference to Exhibit A of the Company&#8217;s definitive
Proxy Statement on Schedule 14A for the meeting held February 18, 2004 (File
No. 000-00147)</li>

</ol>
 <strong> </strong> <strong>
<p align="right"></p>
</strong><br>
</body>
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Hickok Inc Form S-8
As filed with the Securities and Exchange Commission on
June 9, 2005
Registration No.  333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
T
HE SECURITIES ACT OF 1933
HICKOK INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Ohio
(State or Other Jurisdiction of
Incorporation or Organization)
34-0288470
(I.R.S. Employer Identification No.)
10514 Dupont Avenue
Cleveland, Ohio 44108
(Address of Principal Executive Offices, including Zip Code)
2003 Outside Directors Stock Option Plan
(Full Title of the Plan)
Robert L. Bauman
President and Chief Executive Officer
Hickok Incorporated
10514 Dupont Avenue
Cleveland, Ohio 44108
(216) 541-8060
With a copy to
:
Edward W. Moore, Esq.
Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114
(216) 622-8200
(Name, Address and Telephone Number, including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount
to be
registered
Proposed maximum
offering price
per share (1)
Proposed maximum
aggregate offering
price (1)
Amount of
registration
fee
Class A Common Shares, $1.00
par value per share
21,000
$5.75
$120,750.00
$14.21
(1)	 Estimated in accordance with Rule 457(c) solely for
the purpose of calculating the registration fee and based upon the average
of the high and low sales prices of the Common Shares of Hickok Incorporated
as quoted on the Nasdaq Stock Market on June 6, 2005.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	 Incorporation of Certain Documents by Reference
The following documents of Hickok Incorporated (the "
Company" ), previously filed with the Securities and Exchange Commission (the
" Commission" ), are incorporated herein by reference:
1.	 The Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 	 	 	 	 2004;
2.	 The Company's Definitive Proxy Statement filed with
the Commission on January 24, 2005;
3.	 The Company's Quarterly Reports on Form 10-QSB
for the periods ended December 31, 	 	 	 	 2004 and March 31, 2005; and
4.	 The Company's Form 8-A (Reg. No. 147).
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the " Exchange Act" ) after the date of this Registration Statement, prior
to the filing of a post–effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be a part hereof from the date of filing of such documents,
other than the portions of such documents which by statute, by designation
in such document or otherwise, are not deemed to be filed with the Commission
or are not required to be incorporated herein by reference.
Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4.	 Description of Securities.
Not applicable.
Item 5.	 Interests of Named Experts and Counsel.
Not applicable.
Item 6.	 Indemnification of Directors and Officers.
Ohio Revised Code §1701.13(E) provides that a corporation
may indemnify or agree to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
by reason of the fact that he or she is or was a Director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation
in a similar capacity with another corporation or enterprise, against expenses
actually incurred by such person in connection with an action if he or she
acted in good faith and in a manner not opposed to the best interests of the
corporation.
Article IV of the Company's Amended Code of Regulations
provides for the indemnification of Directors and officers against certain
liabilities.
Item 7.	 Exemption from Registration Claimed.
Not applicable.
Item 8.	 Exhibits.
See the Exhibit Index of this Registration Statement.
Item 9.	 Undertakings.
The undersigned registrant hereby undertakes:
(1)	 To file, during any period in which offers or sales
are being made, a post–effective amendment to this Registration Statement:
(i)	 To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 the (" Act" );
(ii)	 To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post–effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change
in the maximum aggregate offering price set forth in the " Calculation of
Registration Fee" table in the effective registration statement.
(iii)	 To include any material information with respect
to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2)	 That, for the purpose of determining any liability
under the Securities Act of 1933, each such post–effective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial
bona fide
offering thereof.
(3)	 To remove from registration by means of a post–effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering
thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cleveland, State of Ohio, on June
9, 2005.
HICKOK INCORPORATED
By:
/s/ Robert L. Bauman
Robert L. Bauman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the following persons
in the capacities indicated on June 9, 2005.
/s/ Janet H. Slade
Janet H. Slade
Chairman of the Board
/s/ Robert L. Bauman
Robert L. Bauman
President, Chief Executive Officer and a
Director
(Principal Executive Officer)
/s/ Gregory M. Zoloty
Gregory M. Zoloty
Senior Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
/s/ Hugh S. Seaholm
Hugh S. Seaholm
Director
/s/ T. Harold Hudson
T. Harold Hudson
Director
/s/ James T. Martin
James T. Martin
Director
/s/ Michael L. Miller
Michael L. Miller
Director
/s/ James Moreland
James Moreland
Director
HICKOK INCORPORATED
EXHIBIT INDEX
Exhibit No.
Exhibit Description
3.1
3.2
Articles of Incorporation. (A)
Code of Regulations. (A)
3.3
Amendment to Articles of Incorporation adopted on February 23, 1995.
4.1
2003 Outside Directors Stock Option Plan. (B)
5.1
Opinion of Calfee, Halter & Griswold LLP as to
the validity of the securities being registered.
23.1
Consent of Meaden & Moore, Ltd.
23.2
Consent of Calfee, Halter & Griswold LLP (included
in Exhibit 5.1 of this Registration Statement).
__________________
Reference is made to the Company's basic documents filed
as Exhibits 3(a) and 3(b) to the Company's Registration Statement on Form
S-1, dated September 1, 1959, as supplemented by Amendments 1 and 2 thereto,
dated respectively October 15, 1959, and October 19, 1959 (the October 15,
1959 amendment containing an Amendment to Articles of Incorporation, dated
September 29, 1959) and such exhibits are hereby incorporated by reference
herein.
Incorporated by reference to Exhibit A of the Company's definitive
Proxy Statement on Schedule 14A for the meeting held February 18, 2004 (File
No. 000-00147)