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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) |
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Hickok,
Inc.
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(Name
of Issuer)
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Class
A Common Stock, $1.00 par value per share
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(Title
of Class of Securities)
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428830103
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(CUSIP
Number)
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Glaubman
and Rosenberg Fund, Ltd.
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650
Laurelton Boulevard
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Long
Beach, New York 11561
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(Name,
Address and Telephone Number of Person
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Authorized
to Receive Notices and Communications)
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December
31, 2005
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(Date
of Event Which Requires Filing of this Statement)
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If
the filing person has previously filed a statement on Schedule 13G
to
report the acquisition that is the subject of this Schedule 13D,
and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check
the following box. o
Note:
Schedules filed in paper format shall include a signed original and
five
copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(Continued
on following pages)
(Page
1 of 8 Pages).
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*The
remainder of this cover page shall be filled out for a reporting
person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter the disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not
be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of
that section of the Act but shall be subject to all other provisions
of
the Act (however, see the Notes).
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Schedule
13D
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CUSIP
No. 428830103
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Page
2 of 8 Pages
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1.
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Names
of Reporting Persons.
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The
Glaubman & Rosenberg Fund LTD
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds: WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization: New York
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Number
of
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7.
Sole Voting Power:
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-0-
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Shares
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Beneficially
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8.
Shared Voting Power:
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51,387
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Owned
by
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Each
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9.
Sole Dispositive Power:
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-0-
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Reporting
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Person
With
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10.
Shared Dispositive Power:
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51,387
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
51,387
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
o
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13.
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Percent
of Class Represented by Amount in Row (11): 6.79%
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14.
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Type
of Reporting Person (See Instructions): CO
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Schedule
13D
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CUSIP
No. 428830103
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Page
3 of 8 Pages
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1.
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Names
of Reporting Persons.
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Joseph
Hain
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds: AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization: United States
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Number
of
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7.
Sole Voting Power:
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-0-
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Shares
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Beneficially
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8.
Shared Voting Power:
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51,387
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Owned
by
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Each
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9.
Sole Dispositive Power:
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-0-
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Reporting
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Person
With
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10.
Shared Dispositive Power:
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51,387
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
51,387
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares o
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13.
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Percent
of Class Represented by Amount in Row (11): 6.79%
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14.
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Type
of Reporting Person (See Instructions): HC, IN
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Schedule
13D
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CUSIP
No. 428830103
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Page
4 of 8 Pages
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1.
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Names
of Reporting Persons.
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Kirin
Smith
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I.R.S.
Identification Nos. of above persons (entities only).
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3.
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SEC
Use Only
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4.
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Source
of Funds: AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization: United States
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Number
of
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7.
Sole Voting Power:
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-0-
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Shares
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Beneficially
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8.
Shared Voting Power:
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51,387
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Owned
by
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Each
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9.
Sole Dispositive Power:
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-0-
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Reporting
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Person
With
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10.
Shared Dispositive Power:
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51,387
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
51,387
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares o
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13.
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Percent
of Class Represented by Amount in Row (11): 6.79%
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14.
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Type
of Reporting Person (See Instructions): HC,
IN
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SCHEDULE
13D
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CUSIP
No. 428830103
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Page
5 of 8 Pages
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Item
1.
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Security
and Issuer
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This
Statement of Beneficial Ownership on Schedule 13D (this "Statement"),
relates to shares of the Class A Common Stock, $1.00 par value per
share
(the "Common Stock"), of Hickok, Inc. (the "Issuer"). The address of
the Issuer's principal executive offices is 10514 Dupont Avenue,
Cleveland, Ohio 44108.
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Item
2.
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Identity
and
Background
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(a),
(b),(c) and (f). This Statement is filed on behalf of Glaubman and
Rosenberg Fund, LTD, (“GRF”), Joseph Hain (“Hain”) and Kirin Smith
(“Smith,” and together with GRF and Hain are the "Reporting
Persons").
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GRF
is a private New York corporation engaged in the purchase and sale
of
securities for its own account. Each of Hain and Smith are officers
and
directors of GRF. The principal business address of GRF is 650 Laurelton
Boulevard, Long Beach, New York 11561.
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Hain
is a United States citizen whose principal occupation is serving
as an
account executive for Robotti & Company, LLC (“Robotti &
Company”). Robotti and Company, a New York limited liability company, is
a
broker-dealer registered under Section 15 of the Securities Exchange
Act
of 1934, as amended. Hain is also a managing member of Glaubman &
Rosenberg Partners, LLC, a private Delaware limited liability company
(“GR
Partners”) and a managing member of Glaubman & Rosenberg Advisors,
LLC, a private Delaware limited liability company (“GR Advisors”). GR
Partners is the general partner of Glaubman, Rosenberg & Robotti Fund,
L.P., a private Delaware limited partnership (“GRR Fund”) and GR Advisors
is the investment manager of GRR Fund. GRR Fund is engaged in the
purchase
and sale of securities for its own account. The address where Hain’s
principal occupation is conducted, and the principal address of GR
Partners, GR Advisors and GRR Fund, is 52 Vanderbilt Avenue, New
York, New
York 10017.
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Smith
is a United States citizen whose principal occupation is serving
as an
account executive of Robotti & Company. Smith is also a managing
member of GR Partners and a managing member of GR Advisors. The address
where Smith’s principal occupation is conducted is 52 Vanderbilt Avenue,
New York, New York 10017.
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(d)
and (e). None of the Reporting Persons has during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction, and
as a
result of such proceeding was or is subject to a judgment, decree
or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any
violation with respect to such laws.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The
aggregate purchase price of the 51,387 shares of the Common Stock
held by
GRF is $278,476 (including brokerage fees and expenses). All of the
shares of Common Stock beneficially held by GRF were paid for using
its
working capital.
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SCHEDULE
13D
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CUSIP
No. 428830103
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Page
6 of 8 Pages
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Item
4.
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Purpose
of
Transaction
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(a)-(j).
The Common Stock has been acquired by the Reporting Persons for investment
purposes and was not acquired with the intent to change or influence
control of the Issuer or to participate in any transaction having
that
purpose or effect. The Reporting Persons reserve the right to change
their plan and intentions at any time as they deem
appropriate.
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The
Reporting Persons may acquire additional shares of the Common Stock,
dispose of all or some of these shares of Common Stock from time
to time,
in each case in the open market or private transactions, block sales
or
purchases or otherwise, or may continue to hold the shares of the
Common
Stock, depending on business and market conditions, their continuing
evaluation of the business and prospects of the Issuer and other
factors. In addition, the Reporting Persons intend to communicate
with other shareholders and management of the Issuer about maximizing
the
value of their shares of Common Stock.
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Depending
on factors deemed relevant by the Reporting Persons, including but
not
limited to change in the Issuer's business, governance or financial
situation, the Reporting Persons reserve the right to formulate other
plans and/or make proposals, and take such other actions as the Reporting
Persons, or any of them, may determine.
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Presently,
the Reporting Persons have no plans or proposals which would relate
or
result in any of the matters set forth in subparagraphs (a) - (j)
of Item
4 of Schedule 13D except as set forth
herein.
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Item
5.
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Interest
in Securities of the
Issuer
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(a)-(b)
As of December 31, 2005 the aggregate number of shares of Common
Stock and
percentage of the outstanding Common Stock of the Issuer beneficially
owned (i) by each of the Reporting Persons, and (ii) to the knowledge
of
the Reporting Persons, by each other person who may be deemed to
be a
member of a group, is as follows:
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Reporting
Person
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Aggregate
Number of Shares
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Number
of Shares: Sole Power to Vote or Dispose
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Number
of Shares: Shared Power to Vote or Dispose
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Approximate
Percentage*
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Hain
(1) (2)
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51,387
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0
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51,387
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6.79
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%
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Smith
(1) (2)
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51,387
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0
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51,387
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6.79
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%
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GRF
(1) (2)
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51,387
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0
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51,387
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6.79
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%
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SCHEDULE
13D
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CUSIP
No. 428830103
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Page
7 of 8 Pages
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The
table below lists all the transactions in the Issuer's Common
Stock in the
last sixty days by the Reporting Persons. All such transactions were
made in the open market.
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Party
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Date
of Purchase/ Sale
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Number
of Shares of the Common Stock
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Buy/Sell
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Price
Per Share
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GRF
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11-03-05
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200
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Buy
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$4.95
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GRF
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11-10-05
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300
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Buy
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$4.95
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GRF
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11-11-05
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300
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Buy
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$4.50
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GRF
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11-11-05
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300
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Buy
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$4.30
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GRF
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11-11-05
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300
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Buy
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$4.95
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GRF
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11-29-05
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200
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Buy
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$4.95
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GRF
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12-02-05
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200
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Buy
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$5.00
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GRF
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12-15-05
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500
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Buy
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$4.90
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GRF
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12-19-05
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700
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Buy
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$4.50
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GRF
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12-21-05
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200
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Buy
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$4.90
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GRF
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12-30-05
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600
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Buy
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$4.85
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(d)
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No
Person other than the Reporting Persons is known to have the right
to
receive or the power to direct the receipt of dividends from, or
the
proceeds from the sale of, such shares of Common Stock beneficially
owned
by the Reporting Persons.
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(e)
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Not
Applicable.
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Item
6.
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Contracts,
Arrangement, Understandings or Relationships with Respect to Securities
of
the Issuer
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Each
of the Reporting Persons is a party to a Joint Filing Agreement,
dated as
of January 19, 2006 (the "Joint Filing Agreement"), pursuant to which
the
Reporting Persons agreed to jointly file this Statement and any and
all
amendments and supplements hereto with the Securities and Exchange
Commission. The Joint Filing Agreement is filed herewith as Exhibit
1 and incorporated herein by reference.
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Item
7.
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Materials
To Be Filed As Exhibits
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The
following documents is filed herewith:
1. Joint
Filing Agreement, dated January 19, 2006, by and among Joseph Hain,
Kirin
Smith and The Glaubman & Rosenberg Fund
LTD.
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SCHEDULE
13D
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CUSIP
No. 428830103
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Page
8 of 8 Pages
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SIGNATURE
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After
reasonable inquiry and to the best of the undersigned's knowledge
and
belief, each of the undersigned certifies that the information set
forth
in this statement is true, complete and
correct.
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Date:
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January
26, 2006
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The
Glaubman & Rosenberg Fund LTD
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By:
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/s/
Kirin Smith
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Name:
Kirin Smith
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Title:
President
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/s/
Joseph Hain
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Joseph
Hain
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/s/
Kirin Smith
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Kirin
Smith
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SCHEDULE
13D
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CUSIP
No. 428830103
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Page
1 of 1 Pages
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Exhibit
1
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Joint
Filing Agreement
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The
undersigned parties hereby agree to the joint filing of the Schedule
13D
filed herewith and any amendments filed thereto, relating to the
Class A
Common Stock of Hickok, Inc., with the Securities and Exchange Commission
pursuant to Rule 13d-1(k) on behalf of each
party.
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Date:
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January
19, 2006
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/s/
Joseph Hain
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Joseph
Hain
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/s/
Kirin Smith
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Kirin
Smith
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The
Glaubman & Rosenberg Fund LTD
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By:
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/s/
Kirin Smith
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Name:
Kirin Smith
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Title:
President
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