-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P92Sq9EzhODUikd43tYEmFPHACYLTsVtg5dW+dXLoMjs2b8mTzfnxZmwV0HEb6Xt rp78AKxBLz/9pM1OSPcgbg== 0000087802-02-000019.txt : 20021028 0000087802-02-000019.hdr.sgml : 20021028 20021028155210 ACCESSION NUMBER: 0000087802-02-000019 CONFORMED SUBMISSION TYPE: PREM14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20021028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC INDUSTRIES INC CENTRAL INDEX KEY: 0000087802 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042217279 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: PREM14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06658 FILM NUMBER: 02799995 BUSINESS ADDRESS: STREET 1: 70 ORVILLE DR STREET 2: AIRPORT INTERNATIONAL PLZ CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 5165674700 MAIL ADDRESS: STREET 1: 70 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 PREM14A 1 defsup.txt PRELIMINARY PROXY STATEMENT UNITES STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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: [X]Preliminary Proxy Statement [ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ]Definitive Proxy Statement [ ]Definitive Additional Materials [ ]Soliciting Material Pursuant to Section 240.14a-11(c)or Section 240.14a-12 SCIENTIFIC INDUSTRIES, INC. - ----------------------------------------------------------------- (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] No fee required. [ ] 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: - ----------------------------------------------------------------- SCIENTIFIC INDUSTRIES, INC. 70 ORVILLE DRIVE BOHEMIA, NEW YORK 11716 TEL. (631)567-4700 SUPPLEMENT TO PROXY STATEMENT FOR THE 2002 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 18, 2002 The Proxy Statement, dated October 9, 2002, previously furnished to stockholders of Scientific Industries, Inc. (the "Company") for the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting of Stockholders of the Company to be held at the Princeton Club, 15 West 43rd Street, New York, New York 10036 on Monday, November 18, 2002 at 10:30 A.M. (New York Time) is hereby supplemented as follows: Nominees for Directors The Board of Directors of the Company has nominated Messrs. Joseph G. Cremonese and Roger B. Knowles, a current Class C Director, for election as Class C Directors of the Company at the Annual Meeting to serve until the Annual Meeting of Stockholders with respect to the fiscal year ending June 30, 2005 and the due election and qualification of their respective successors. Mr. Lowell A. Kleiman, the other current Class C Director, has advised the Board of Directors that he intends to oppose the election of one of the nominees of the Board and to seek election of himself as a Class C Director. Reference is made to section "Proposal 1. Election of Directors- Nominees for Election as Directors" for information concerning Messrs. Cremonese and Knowles. Unless otherwise specified by the stockholder the enclosed proxy dated and executed will be voted for the election of each of Mr. Cremonese and Mr. Knowles as a Director unless such nominee or nominees is no longer available for election. In the latter event, which is not now anticipated, the proxies will be voted for a substitute nominee designated by the Board of Directors. The Board of Directors recommends that stockholders vote FOR the election of Messrs. Joseph G. Cremonese and Roger B. Knowles to the Board of Directors. Proposal to Approve The 2002 Stock Option Plan The Proxy Statement previously distributed by the Board of Directors stated that the Board of Directors unanimously recommends that stockholders vote their shares FOR the proposal to approve the 2002 Stock Option Plan (the "2002 Plan"). Mr. Lowell A. Kleiman, who the Board of Directors has not proposed for reelection as a Class C Director, maintains he abstained from approving the Board resolution adopting the Plan. The other four Directors have confirmed their vote in favor. At the September 26, 2002 meeting of the Board of Directors adopting the 2002 Plan, the Directors all agreed to the proposal of Mr. Joseph I. Kesselman, Chairman of the Board, that no options may be granted under the 2002 Plan to any of the current Directors of the Company. The Board of Directors recommends that stockholders vote their shares FOR the proposal to approve the 2002 Stock Option Plan. Expenses and Solicitation The Company has engaged for a fee of $15,000 D.F. King & Co. Inc. to assist in the solicitation of proxies. Voting Information YOU SHOULD SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED. Bohemia, New York, October 28, 2002 /s/ Robert P. Nichols ______________________ ROBERT P. NICHOLS Secretary -----END PRIVACY-ENHANCED MESSAGE-----