UNITESUNITED 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:
[ ]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to Section 240.14a-11(c)or
Section 240.14a-12
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.
2003
ANNUAL REPORT
___________________________
CORPORATE INFORMATION
OFFICERS EXECUTIVE OFFICES
Helena R. Santos, CPA 70 ORVILLE DRIVE
BOHEMIA, NEW YORKOrville Drive
President, Chief Executive Bohemia, New York 11716
TEL. (631)567-4700Officer and Treasurer
TRANSFER AGENT
Robert P. Nichols Continental Stock Transfer &
Executive Vice President Trust Company
and Secretary New York, New York
DIRECTORS - (PRINCIPAL INDEPENDENT AUDITORS
OCCUPATIONS) Nussbaum Yates & Wolpow, P.C.
Melville, New York
Arthur M. Borden
(Counsel, Katten Muchin STOCK INFORMATION
Zavis Rosenman) NASD Over-the-Counter
Bulletin Board
Joseph G. Cremonese Symbol: SCND
(Consultant)
ANNUAL MEETING
Joseph I. Kesselman 10:30 a.m. Monday
Chairman December 1, 2003
(Consultant) Princeton Club
15 West 43rd Street
Roger B. Knowles New York, New York 10036
(Retired)
James S. Segasture
(Private Investor)
_______________________________________________________________________
October 9,28, 2003
PRESIDENT'S LETTER
Dear Stockholders:
After a long and costly proxy fight during the first half of the fiscal
year, we started taking the necessary steps to grow our business by
dedicating our efforts towards implementing the Company's new business plan
and strategy.
We began by accelerating the development of new products, with minimal
increase in development expenses, to decrease our dependence on the Vortex-Genie
(registered trademark) 2 mixer and increase overall revenues. Our
immediate focus for our new product development is towards developing
products which are required in nearly all laboratories for sample preparation,
and that tend to be leveraged from existing technology in our current
products. At the same time, we are also developing new lines of unique
and innovative products that generally take longer to develop and
will be targeted towards niche markets based on the products' unique
features. Pursuant to the plan, two products were introduced during
fiscal year 2003, and several new products are expected to be introduced
during fiscal year 2004. We believe that the product mix under development
will provide us with the product diversification necessary to reduce our
dependence on one major product and increase revenues.
As part of our new business plan, we also began to substantially
increase our selling and marketing activities starting with the hiring
of a new Director of Sales and Marketing in January. Our goal is to
implement an expanded promotion and advertising program to fight increasing
competition and introduce new products, strengthen our dealer distribution
network, seek new distribution channels, actively launch new products,
and strengthen our direct contact with existing and potential end users.
FINANCIAL RESULTS
We are very pleased to report that the recent additions to the
Vortex-Genie line -Genie 1 Touch Mixer, and Vortex-Genie 2T Timed Mixer
have been well received by the distributors and end users. New product sales
increased from $227,300 to $423,600 (86%), and are expected to continue
growing in the coming year. However, in the face of the challenges of a
struggling economy here and abroad, and increasing competition
for the Vortex-Genie 2 Mixer, the Company's overall net sales decreased
by $200,200 to $3,257,100 for fiscal 2003 compared to $3,457,300 for
fiscal year 2002. The competition for the Vortex-Genie 2 Mixer came
mainly from the private label mixer offered by Fisher Scientific, our
largest distributor. Fisher Scientific replaced our mixer as their
private label unit with a lower cost competitive mixer. As a result,
we experienced a significant drop in sales of our mixer to Fisher
during fiscal 2003. However, we benefitted from growth in sales of
the mixer to our second largest domestic distributor during the year,
and such growth is expected to continue in fiscal year 2004.
We also feel that the Vortex-Genie product line will benefit from an
increase in advertising and promotion.
Income from operations for fiscal 2003 was $42,600 compared to
$86,300 for fiscal 2002, resulting from the lower sales, partially
offset by lower general and administrative expenses. Our operating
results for fiscal 2003 were also adversely impacted by approximately
$72,000 of costs incurred in the successful defense of the proxy contest
instituted by our Company's former Chief Executive Officer in
November 2002.
Net income for fiscal 2003 was $63,800 ($.07 per basic share)
compared to $77,200 ($.08 per basic share) for the prior fiscal year,
which included a tax benefit of $11,500 for fiscal 2003 compared to
income tax expense of $28,300 for the prior fiscal year.
Finally, we are encouraged by the increase in monthly sales starting in
June, which has continued to date, and the progress we are making thus
far in expanding our business. We believe that the steps taken thus
far provides a solid foundation for meaningful and steady future growth
and profits.
Sincerely,
/s/Helena R. Santos
_______________________
Helena R. Santos
President and
Chief Executive Officer
October 28, 2003
REMARKS FROM THE CHAIRMAN
To My Fellow Stockholders:
It has been approximately one year since I last addressed you in my
then new role as Board Chairman. At that time, I mentioned the confidence
the Board had in our newly elected President and CEO and Executive Vice
President and in their ability to achieve the Board's goal of realizing
the Company's potential for growth and profitability. I asked on
behalf of the Board and the Company that you afford us the opportunity
to perform.
From the beginning, we were confronted with a number of unforeseen
obstacles. For example, an unsuccessful proxy fight launched by the
ex-president resulted in a loss of momentum as well as the extraordinary
expenses and the major diversion for the new management team's time and
attention incurred in waging the proxy fight. Despite this, however, I am
pleased to report that we have none-the-less performed. Our performance to
date augers well for future growth in the Company's revenues and profits,
and consequently, in shareholder value.
We have rapidly moved to develop, manufacture and market a series of
new products. In January, we engaged a sales and marketing manager expert
in our field. Already, this has produced results strengthening our
distribution network, closer contact with ultimate users, increased
marketing efforts of our products, and greater recognition of our
corporate identity.
Significantly, we have begun accomplishing our long-range goal of
reducing our heavy dependence on one product. The contribution of our
principal product in overall revenues has been reduced by 6% partially
as a result of our successful marketing and sales of new products.
As the breadth of our new product line continues to expand, coupled
with our campaign to demonstrate that each new product is of the same
high standard of quality and performance earned by the Scientific
Industries "Genie", we expect this trend to continue and accelerate.
Governance
A word about corporate governance now much in the news. Since the
reorganization, your Board has been composed of outside non-employee
directors with an active "hands-on" approach to management.
Management reports are prepared regularly and submitted to the Board
on all major aspects of the Company's business; reviewed in detail by
the Board with management invited to the Board Meetings for purposes of
such review. Contact is also maintained between meetings, principally
through the Chairman, who keeps the other Board members advised. We
have in addition a system of internal controls despite our relatively
small size as a public company.
We want to thank our family of dedicated employees and our striven
management team who made this progress possible and, particularly, you,
our shareholders, for your continued support and confidence.
Sincerely,
/s/Joseph I. Kesselman
______________________
Joseph I. Kesselman
Chairman
PLEASE FIND ENCLOSED HEREIN THE ANNUAL REPORT FOR THE FISCAL YEAR ENDED
JUNE 30, 2003 FOR SCIENTIFIC INDUSTRIES INC. (THE "COMPANY").
_________________________________________________________________________
October 28, 2003
Dear Fellow Stockholders:
You are cordially invited to attend the 20022003 Annual Meeting of
Stockholders of Scientific Industries, Inc. which will be held at
10:30 a.m. (New York time) on Monday, November 18, 2002December 1, 2003 at the
Princeton Club, 15 West 43rd Street, New York, New York 10036.
Information concerning the matters to be considered and voted upon
at the Annual Meeting is set out in the attached Notice of 20022003 Annual
Meeting of Stockholders and Proxy Statement.
It is important that your shares be represented at the 20022003 Annual
Meeting, regardless of the number of shares you hold and whether or
not you plan to attend the meeting in person. Accordingly, please
complete, sign and date the enclosed proxy card and return it as
soon as possible in the accompanying business reply envelope so that
your shares will be represented at the Annual Meeting. This will not
limit your right to vote in person or to attend the meeting.
Thank you for your continued support.
Sincerely,
/s/Joseph I. Kesselman
______________________
Joseph I. Kesselman
Chairman
_______________________________________________________________________
SCIENTIFIC INDUSTRIES, INC.
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
_____________
NOTICE OF 20022003 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, NOVEMBER 18, 2002DECEMBER 1, 2003
Notice is hereby given that the 20022003 Annual Meeting of Stockholders
(the "Annual Meeting") of Scientific Industries, Inc., a Delaware
Corporation (the "Company"), will be held on Monday, November 18, 2002,December 1, 2003,
at 10:30 a.m. (New York time) at the Princeton Club, 15 West
43rd Street, New York, New York 10036, for the following purposes:
1. To elect two Class CA Directors to the Company's Board of
Directors to serve until the Company's annual meeting of
stockholders with respect to the year ending June 30, 20052006 and until
the election and qualification of their respective successors.
2. To consider and act upon a proposal to approve the 2002
Stock Option Plan of the Company.
3. To ratify the appointment of Nussbaum Yates & Wolpow, P.C.
as the Company's independent auditors for the fiscal year
ending June 30, 2003.
4.2004.
3. To transact such other business as may properly come before
the Annual Meeting and any adjournments or postponements
thereof.
The foregoing items of business are more fully described in the
accompanying proxy statement.
The Board of Directors has fixed the close of business on September 27, 2002,October
16, 2003, as the record date for determination of stockholders entitled
to notice of and to vote at, the Annual Meeting and at any adjournments
or postponements thereof.
A complete list of the stockholders entitled to vote at the Annual
Meeting will be available for inspection by any stockholder of the
Company at the Annual Meeting. In addition, the list will
be open for examination by any stockholder of the Company, for any
purpose germane to the Annual Meeting, during ordinary business hours,
for a period of ten days prior to the Annual Meeting at the offices of
the Company.
YOU ARE REQUESTED TO FILL IN AND SIGN THE ENCLOSED FORM OF PROXY,
WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY, AND
MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE. ANY PROXY MAY
BE REVOKED BY DELIVERY OF A LATER DATED PROXY.
By Order of your Board of Directors,
/s/Robert P. Nichols
____________________
Robert P. Nichols
Secretary
Bohemia, New York
October 9, 200228, 2003
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE KINDLY REQUEST
THAT YOU PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE ENCLOSED
PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED. IF YOU ARE A
STOCKHOLDER OF RECORD AND YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE
IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY
CARD.
YOUR VOTE IS IMPORTANT
________________________________________________________________________
SCIENTIFIC INDUSTRIES, INC.
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
PROXY STATEMENT
_________________
FOR THE
20022003 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 18, 2002DECEMBER 1, 2003
_________________
SOLICITATION OF PROXIES
This proxy statement is furnished in connection with the solicitation
of proxies by and on behalf of the Board of Directors (the "Board") of
Scientific Industries, Inc., a Delaware Corporation (the "Company"), for
use at the 20022003 Annual Meeting of Stockholders (the "Annual Meeting") to
be held at the Princeton Club, 15 West 43rd Street, New York, New York
10036, on Monday, November 18, 2002,December 1, 2003, at 10:30 a.m. (New York time), and at
any adjournments or postponements thereof.
At the Annual Meeting, stockholders of the Company will be asked to:
(1) elect two Directors of the Company to serve until the Company's annual
meeting of stockholders with respect to the fiscal year ending June 30, 2005,2006,
and until the election and qualification of their respective successors;
(2) approve the
adoption by the Board of Directors of the Company's 2002 Stock
Option Plan; (3) ratify the appointment of Nussbaum Yates & Wolpow, P. C., the Company's
independent accountants, as its auditors for the fiscal year ending June 30,
2003;2004; and (4)(3) transact such other business as may properly come before the
Annual Meeting and any adjournments or postponements thereof.
RECORD DATE, VOTING RIGHTS
Only stockholders of record of the Company's Common Stock, par value
$0.05 per share (the "Common Stock"), as of the close of business on
September 27, 2002October 16, 2003 (the "Record Date"), are entitled to notice of and to
vote at the Annual Meeting and any adjournments or postponements
thereof. On the Record Date, there were 953,541960,541 shares of Common Stock
issued and outstanding. Each share of Common Stock is entitled to one vote.
With respect to all matters expected to be presented for a
vote of stockholders, theThe presence at the Annual Meeting, in person or by a properly executed
proxy, of the holders of a majority of the outstanding shares of the
Company's Common Stock entitled to vote atas of the Annual MeetingRecord Date is necessary to constitute a
quorum. Abstentions and broker "non-
votes""non-votes" are included in the
determination of the number of shares of Common Stock present at the
Annual Meeting for quorum purposes but
are not counted in the tabulations of the votes cast for election
of the directors.purposes. A broker "non-vote" occurs when a
nominee holding shares of Common Stock for a beneficial owner does not
vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received
instructions from the beneficial owner. The affirmative
vote of the holders of a majority of the shares of Common Stock of
the Company present or represented and entitled to vote is required
to approve the proposal to approve the 2002 Stock Option Plan and
to approve the proposal to ratify the appointment of independent
auditors. Abstentions will be included in determining the number
of shares of Common Stock present or represented and entitled to
vote for purposes of approval of a proposal and will therefore have
the effect of votes "against" such proposal. Broker "non-votes"
will not be counted in determining the number of shares of Common
Stock present or represented and entitled to vote to approve a
proposal and will therefore not have the effect of votes either
"for" or "against".
VOTING OF PROXIES, REVOCATION, SOLICITATION
All stockholders who deliver properly executed and dated proxies to the
Company prior to the Annual Meeting will be deemed present at the Annual
Meeting regardless of whether such proxies direct the proxy holders to vote
for or against, or to abstain from voting. The proxies, when properly
executed and returned to the Company, unless otherwise indicated, will be
voted in accordance with the instructions given therein by the person
executing the proxy. In the absence of instructions, properly executed
proxies will be voted FOR (1) the election of the Board's nominees,
Roger
B. KnowlesArthur M. Borden and Joseph G. Cremonese,James S. Segasture, as Directors of the
Company; (2) the approval of the Company's 2002 Stock Option Plan; and (3)(2) the ratification of the appointment of Nussbaum Yates
& Wolpow, P.C., independent accountants, as the Company's auditors for
the fiscal year ending June 30, 2003.2004.
Any stockholder who executes and delivers a proxy may revoke it at any
time before it is voted by delivering a written notice of such revocation
to the Secretary of the Company at the address of the Company set forth
in this proxy statement, by submitting a properly executed proxy
bearing a later date, or by appearing at the Annual Meeting and requesting
the return of the proxy or by voting in person. In accordance with
applicable rules, boxes and a designated space are provided on the proxy
card for stockholders to mark if they wish either to vote for or withhold
authority to vote for the Board's nominees for Directors, anddirectors, or to vote for,
against or abstain from the
votes to approve the proposals to
approve the Company's 2002 Stock Option Plan andproposal to ratify the appointment of Nussbaum Yates & Wolpow, P.C., as the Company's independent auditors.
A stockholder's attendance at the Annual Meeting will not, by itself,
revoke a proxy given by that stockholder. Stockholders vote at the Annual
Meeting by casting ballots (in person or by proxy) which are tabulated by
a person who is appointed by the Board of Directors before the Annual
Meeting to serve as inspector of election at the Annual Meeting and who
has executed and verified an oath of office.
It is anticipated that this proxy statement, the enclosed proxy card
and the Annual Report to Stockholders will be mailed to the Company's
stockholders on or about October 18, 2002.November 3, 2003.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of September 27, 2002October 16, 2003 certain information
as to each person who to the Company, based upon such person's
representations or publicly available filings, beneficially owned more
than 5% of the shares of the Company's Common Stock as of that date:
Name and Address of Shares Beneficially Percent of
Beneficial Owner Owned** Class***
___________________ ___________________ __________
James S. Segasture* 176,757187,250 (1) 18.519.4
Lowell A. Kleiman 139,581 14.7(2) 14.5
16 Walnut Street
Glen Head, NY 11545
Roger B. Knowles* 91,705 (2) 9.376,705 (3) 7.8
Joseph I. KesselmanKesselman* 63,520 (3) 6.5
6 Angora Road
Westport, CT 06880(4) 6.4
Arthur M. Borden* 62,540 (4) 6.4(5) 6.3
______________
* His address is c/o Scientific Industries, Inc., 70 Orville Drive,
Bohemia, New York 11716.
** Beneficial ownership, as such term is used herein, is determined
in accordance with Rule 13d-3(d)(1) promulgated under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") and includes
voting and/or investment power with respect to shares of Common
Stock of the Company. Unless otherwise indicated, the named person
possesses sole voting and investment power with respect to the shares.
The shares shown include shares issuable pursuant to options held by
the named person that may be exercised within 60 days of the date
indicated above.
*** Percentages of ownership are based upon the number of shares of
Common Stock issued and outstanding. Shares of Common Stock that may
be acquired pursuant to options that are exercisable within 60 days
of the date indicated above are deemed outstanding for computing the
percentage ownership of the person holding such options, but are not
deemed outstanding for the percentage ownership of any other person.
(1) Includes 132,757 shares held jointly with his wife and 4,000 shares issuable upon exercise of options.options,
and 493 shares owned by his wife.
(2) Based on his Schedule 13(d) as filed with the Securities
and Exchange Commission on November 18, 2002.
(3) Includes 44,158 shares owned by his wife, and 1,337 shares
owned by a trust of which Mr. Knowleshe is a trustee, beneficial
ownership of which he disclaims,is disclaimed by him, and 32,00029,000
shares of Common
Stock issuable upon exercise of options.
(3)(4) Includes 32,00029,000 shares issuable upon exercise of options
and 735 shares of Common Stock owned jointly with his wife.
(4)(5) Includes 26,000 shares issuable upon exercise of options.
PROPOSAL 1
__________
ELECTION OF DIRECTORS
GENERAL INFORMATION
The Company's Certificate of Incorporation provides for a classified
Board of Directors, consisting of three classes, each class serving a
three year term on a staggered basis. The Board of Directors is currently
comprised of five members, of whom two are Class A Directors, one is a
Class B Director and two are Class C Directors. At the Annual Meeting,
two Class CA Directors are to be elected to serve until the annual meeting
of stockholders with respect to the fiscal year ending June 30, 2005,2006, and
until their respective successors are duly elected and qualified.
Shares of Common Stock represented by proxies solicited by the Board of
Directors will be voted for the nominees hereinafter named, if authority
to do so is not specifically withheld. If for any reason ssaid nominee
shall become unavailable for election, which is not now anticipated,
the proxies will be voted for a substitute nominee designated by the
Board of Directors.
Directors of the Company are elected by the affirmative vote of the
holders of a plurality of the shares of Common Stock present in person
or represented by proxy at the Annual Meeting and entitled to vote.
A plurality means that the nominee with the largest number of votes is
elected a director. In tabulating the vote, abstentions and broker
"non-votes" will be disregarded and will have no effect on the outcome
of the vote.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES IDENTIFIED BELOW TO THE BOARD OF DIRECTORS.
NOMINEES FOR ELECTION AS DIRECTORS
The Board of Directors has designated Mr. Roger B. Knowles, a
current Class C Director,Arthur M. Borden, and
Mr. Joseph G. CremoneseJames S. Segasture as its nominees for election as Class CA Directors,
both current Class A Directors. Mr. Lowell A. Kleiman,
a Director since 1970 and the President and Chief Executive Officer
of the Company from September 1974 to August 29, 2002 has been the
other Class C Director.
Joseph G. Cremonese (age 67), has been a marketing consultant
to the Company since 1996. Mr. Cremonese had been from 1974 to
1984 employed by Fisher Scientific (the Company's principal
distributor) where he was Vice President, Director of Corporate
Planning, and Chairman of the New Products Committee. He has been
since 1985 President of Laboratory Innovation Company, Ltd., a
Pennsylvania corporation, which is a vehicle for technology
transfer and consulting services for companies engaged in the
production and sale of products for science and biotechnology.
Roger B. Knowles (age 77), a Director since 1965, is
semi-retired. During the past five years, he was President of
various corporations, including Conductive Systems, Inc., a
manufacturer of EMI and RFI shielding material, and G.H. Realty
Company, a real-estate company, and a director of Ionic, Inc., an
investment company.
DIRECTORS WHOSE TERMS DO NOT EXPIRE AT THIS ANNUAL MEETING
Arthur M. Borden, Esq. (age 81)83), a Director since 1974,
has been counsel to the law firm of Katen Muchin Zavis Rosenman
(formerly Rosenman & Colin) during the past five years.
His current term asJames S. Segasture (age 67), a Director expires at the
Annual Meeting for fiscal 2003.since 1991, has
been a private investor since February 1990.
DIRECTORS WHOSE TERMS DO NOT EXPIRE AT THIS ANNUAL MEETING
Joseph I. Kesselman (age 77), a Director since 1961 and Chairman
of the Board since August 29, 2002, is a consultant to various
corporations, and a director of Nuclear and Environmental Protection
Inc., Perrot Duval Holding S.A. (a(A Swiss public company), Hopare
Holding, S.A. (a(A Swiss company), and Infranor Inc., a developer and
manufacturer of servo systems.
Prior to
November 1994, he was both Chairman and Chief Executive Officer of
Greentree Software, Inc., a developer and provider of proprietary
inventory control software, and during the last year of his tenure,
he acted as a consultant to that company. His current term as
Director expires at the Annual Meeting for fiscal 2004.
James S. SegastureRoger B. Knowles (age 65)77), a Director since 1991,1965, is retired
and during the past five years has been involved in liquidating
various real estate and manufacturing concerns.
Joseph G. Cremonese (age 68), a director since November 2002,
has been a private investormarketing consultant to the Company since February 1990. His current term1996, with his
marketing consulting duties substantially increased as Director expires atof January 2003
under a new two-year agreement with the Annual MeetingCompany. Mr. Cremonese has
been since 1991, President of Laboratory Innovation Company, Ltd.,
which is a vehicle for fiscal 2003.technology transfer and consulting services for
companies engaged in the production and sale of products for science
and biotechnology. Since March 2003, Mr. Cremonese has been a
director of and consultant to Proteomics, Inc., a producer of
recombinant proteins for medical research. Mr. Cremonese had been,
prior to 1991, employed by Fisher Scientific (the Company's
largest customer).
STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND DIRECTOR NOMINEES
The following table sets forth, as of October 4, 2002,16, 2003, the number
of shares of Common Stock beneficially owned by (i) each director of
the Company, (ii) each nominee for director, (iii) each named
executive officer of the Company identified in the Summary
Compensation Table under "Executive
Officers-Annual Compensation",Officers," and (iv) all directors and executive officers as a group.
EXECUTIVE COMPENSATION
Beneficial Owner Number Percentage
__________________________ ______ __________
Arthur M. Borden 62,540 (1) 6.4%6.3%
Joseph G. Cremonese 10,000 (2) 1.0%
Joseph I. Kesselman 63,520 (2)(3) 6.4%
Roger B. Knowles 91,705 (3) 9.3%
James S. Segasture 176,757 (4) 18.4%
Joseph G. Cremonese 5,000 .5%
Lowell A. Kleiman 139,581 14.6%
(4) 14.5%
Roger B. Knowles 76,705 (5) 7.8%
James S. Segasture 187,250 (6) 19.4%
Robert P. Nichols 27,800 (7) 2.8%
Helena R. Santos 25,000(5) 2.6%25,000 (8) 2.5%
All current directors and 586,903 (6) 53.7%452,815 (9) 41.3%
executive officers as a group
(1) See note (4) to table under "Principal Stockholders".Includes 26,000 shares issuable upon exercise of options.
(2) See noteOwned jointly with his wife.
(3) to table under "Principal Stockholders".
(3) See note (2) to table under "Principal Stockholders".
(4) See note (1) to table under "Principal Stockholders".
(5) Includes 24,00029,000 shares issuable upon exercise of options and 735
shares of Common Stock owned jointly with his wife.
(4) His employment terminated in August 2002. The holdings are based
on his Schedule 13(d) filed with the Commission on November 18, 2002.
(5) Includes 44,158 shares owned by his wife, 1,337 shares owned by a
trust of which he is a trustee, beneficial ownership of which is
disclaimed by him, and 29,000 shares issuable upon exercise of
currently exercisable options.
(6) Includes 138,0004,000 shares of Common Stock issuable upon exercise of currently exercisable options, and 493
shares owned by his wife.
(7) Includes 25,000 shares issuable upon exercise of which options
to purchase 44,000options.
(8) Includes 24,000 shares issuable upon exercise of Common Stock are held by
Ms. Santos and Mr. Nichols.
BOARD COMMITTEES
The Company currently has no option, audit, compensation,
nominating or similar committees.options.
(9) Includes 137,000 shares issuable upon exercise of options.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended June 30, 2002,2003, the Board of Directors
held foureight meetings with all directors present.present except for Mr. Knowles
who was not present at one meeting.
DIRECTORS' COMPENSATION
The Company currently pays each non-employee Director a quarterly
retainer of $750 and a fee of $500 for each meeting attended, plus
reimbursement for out-of-pocket expenses incurred in connection with
attendance at board meetings in the amount of $50 or the Director's
itemized expenses, whichever is greater. Commencing March 2003, the
Chairman of the Board, Mr. Joseph I. Kesselman, has received a monthly
fee of $500 for his services in such capacity in addition to the
quarterly fee. During fiscal 2002,2003, the Company paid fees in the aggregate
amount of $20,000$36,100 to the four non-employee Directors, Messrs. Arthur M.
Borden, Joseph I. Kesselman, Roger B. Knowles and James S.
Segasture.Directors.
On February 11, 1992, before the adoption of the Company's 1992
Stock Option Plan (the "1992("1992 Plan"), the Company issued to
each of the foregoing non-employee Directors,Messrs. Arthur M. Borden,
Joseph I. Kesselman, Roger B. Knowles and James S. Segasture, was granted
ten year non-
qualifiednon-qualified options to purchase, at a price of $0.35
per share, 12,000 shares of Common Stock, which were exercisable in
three annual installments. All the48,000 options were exercised by the
directors prior to June 30, 2002.2003.
The 1992 Plan authorized the grant of options to purchase 3,000
shares of Common Stock at the then fair market value to each non-employee
Directordirector who was so servingon the Board of Directors on the first business day of
each March, in 1993, 1994, 1995, and 1996. In addition, in December
1997, the Board of Directors approved annual grants under the 1992
Plan beginning in December 1997 with the last such grant
made in December 2001 of options to purchase 4,000 shares of
Common Stock for each non-employee Directordirector exercisable at the fair
market value on the date of grant. AsAccordingly, as of June 30, 2002,2003, the
Company had granted under the 1992 Plan in the aggregate to the foregoing
four non-employee Directors options to purchase 128,000 shares of Common
Stock, or options to purchase 32,000 shares of Common Stock tofor each.
The fair market value per share of Common Stock on the dates of grant
under the 1992 Plan wereranged from $0.50 for options granted in each of the relevant fiscal
years:1993 to $2.40 in 2002, $1.328 in 2001, $.829 in 2000, $1.875 in
1999, $2.00 in 1998, $1.2813 in 1996, $1.3125 in 1995, $.9375 in
1994, and $.50 in 1993.2002. All options
were immediately exercisable, except for the options granted on December 31, 2000 with respect to
834 shares each (an aggregate of
3,336 shares) under the options granted on December 31, 2000 which became
available and exercisable on July 1, 2001. As of SeptemberJune 30, 2002, Mr. Segasture had exercised all his2003, options
except forunder the options granted in December 20011992 Plan with respect to 4,00040,000 shares and
Mr. Borden had been exercised by the
options granted in March 1993 and
March 1994 with respect to an aggregateDirectors.
Under the Company's 2002 Stock Option Plan ("2002 Plan"), which was
approved by the Company's stockholders at the 2002 Annual Meeting of
6,000 shares.
The Company has engagedStockholders, none of the current directors, except for Mr. Joseph G.
Cremonese as an
independent marketing consultant since 1996. The Company paid him
fees for his consulting services for the years ended June 30, 2002,
June 30, 2001 and June 30, 2000 in the respective amounts of
$11,400, $6,500 and $5,100, plus reimbursement of expenses.
PROPOSAL 2
__________
PROPOSAL TO APPROVE
THE 2002 STOCK OPTION PLAN
On September 26, 2002 the Board of Directors adoptedwho was elected a Director at the 2002 Stock Option Plan of the Company (the "2002 Plan") subject to
stockholder approval. The 2002 Plan is basically a restatement of
the Company's Stock Option Plan which was adopted in 1992 (the
"1992 Plan") with certain revisions, principally as to the number
of shares and termination date. The 2002 Plan authorizes the grant
of options to employees and directors of the Company or its
subsidiaries and individuals performing consulting services to the
Company or a subsidiary.
The number of shares of Common Stock subject to the 1992 Plan
was 300,000. It terminated on February 10, 2002; thereby
terminating the authority to grant options under the Plan after
such date. As of October 7, 2002, an aggregate of 161,000 shares
were reserved for issuance upon exercise of outstanding options
which were granted under the 1992 Plan prior to its termination
date.
The 2002 Plan relates to 100,000 shares of Common Stock plus
such number of shares, not to exceed 161,000, whichAnnual Meeting, are currently
subject to outstanding options granted under the 1992 Plan, but
which are not subsequently required to be issued under the 1992
Plan because of the termination or expiration of such options
without their having been exercised.
The Company believes that the 2002 Plan will be important in
attracting and retaining individuals with good ability to service
the Company, motivating their efforts and serving the business
interests of the Company, while reducing the cash payments which
the Company would otherwise be required to make to accomplish such
purposes.
The following table sets forth information regarding options
granted under the 1992 Plan to each of the Company's executive
officers named under the Summary Compensation Table under
"Executive Compensation", all current executive officers as a
group, all current Directors who are not executive officers as a
group and all employees other than executive officers as a group:
Number of
Stock Options
Name and Position Granted
_________________ _____________
Lowell A. Kleiman (1)...................... 80,000
Helena R. Santos (1)....................... 25,000
Executive Officer Group (2 persons)........ 45,000
Non-Executive Directors Group (4 persons).. 128,000
Non-Executive Officer Employee
Group (3 persons).......................... 23,000
________________________
(1) Mr. Kleiman's employment as President and Chief Executive
Officer terminated on August 29, 2002 at which time Ms. Santos who
had been Vice President, Controller and Secretary was appointed
President and Chief Executive Officer.
The last reported sale price of the Company's Common Stock
(symbol SCND) on the NASD Electronic Bulletin Board on September
20, 2002 was $1.15 per share. The proceeds received upon the
exercise of the stock options granted under the 2002 Plan will be
used for general corporate purposes.
SUMMARY OF THE 2002 PLAN
The full text of the 2002 Plan is set forth in Appendix A to
this Proxy Statement. The following summary of the provisions of
the 2002 Plan is qualified in its entirety by reference to the text
of the 2002 Plan.
OPTIONS AUTHORIZED
The 2002 Plan permits, as did the 1992 Plan, the Company to
grant both incentive stock options ("Incentive Stock Options")
within the meaning of Section 422 of the Code, and other options
which do not qualify as Incentive Stock Options ("Non-Qualified
Options").
The aggregate number of shares of Common Stock reserved for
issuance under the 2002 Plan is 261,000, which includes 161,000
shares which, as of October 7, 2002, were reserved for issuance
upon the exercise of outstanding stock options granted pursuant to
the 1992 Plan. To the extent that any of the stock options
previously granted under the 1992 Plan expire or terminate for any
reason without having been exercised, then stock options
exercisable for that same number of shares of Common Stock may be
granted under the 2002 Plan. Accordingly, to the extent any of the
outstanding options granted under the 1992 Plan are exercised, the
number of shares for which options may be granted under the 2002
Plan will be reduced.
Unless earlier terminated by the Board of Directors, the 2002
Plan (but not outstanding options) will terminate on February 10,
2012, after which no further awards may be granted under the 2002
Plan. The 2002 Plan will be administered by the full Board of
Directors or, at the Board's discretion, by a committee of the
Board (the "Committee") consisting of at least two persons who are
"disinterested persons" as defined under Rule 16b-2(c)(i) under the
Exchange Act.
Recipients of options under the 2002 Plan ("optionees") are
selected by the Board or the Committee. Unless otherwise provided
by the Board or the Committee, options shall be exercisable in
three equal, cumulative installments commencing respectively on the
first, second, and third anniversary of the date of grant. The
Board or the Committee determines the terms of each option grant
including (1) the purchase price of shares subject to options, (2)
the dates on which options become exercisable and (3) the
expiration date of each option (which may not exceed ten years from
the date of grant). The minimum per share purchase price for
Incentive Stock Options and options granted to any director of the
Company or a subsidiary who is not an employee of the Company or
subsidiary (an "Outside Director") is the fair market value (as
defined in the 2002 Plan)or 110% of the fair market value for an
Incentive Stock Option granted to an employee who owns at least 10%
of the outstanding shares of Common Stock, and for Non-Qualified
Options is 85% of the fair market value of one share of Common
Stock on the date the option is granted.
Optionees will have no voting, dividend or other rights as
stockholders with respect to shares of Common Stock covered by
options prior to becoming the holders of record of such shares.
The purchase price upon the exercise of options may be paid in
cash, by certified bank or cashier's check or by tendering stock
held by the optionee or by cashless exercise through a broker. The
total number of shares of Common Stock available under the 2002
Plan, and the number of shares and per share exercise price under
outstanding options will be appropriately adjusted in the event of
any reorganization, merger or recapitalization of the Company or
similar corporate event.
The Board of Directors may at any time terminate the 2002 Plan
or from time to time make such modifications or amendments to the
2002 Plan as it may deem advisable and the Board or Committee
(other than with respect to options held by an Outside Director)
may adjust, reduce, cancel and regrant an unexercised option if the
fair market value declines below the exercise price. In no event
may the Board, without the approval of stockholders, amend the 2002
Plan to increase the maximum number of shares of Common Stock for
which options may be granted under the 2002 Plan or change the
class of persons
eligible to receive options under the 2002 Plan,
or change the manner of determining the option prices, or extend
the period during which an option may be granted or exercised.
Subject to limitations set forth in the 2002 Plan, the terms
of option agreements will be determined by the Board or Committee,
and need not be uniform among optionees.
FEDERAL INCOME TAX CONSEQUENCES. The following is a brief
discussion of the Federal income tax consequences of transactions
under the 2002 Plan. This discussion is not intended to be
exhaustive and does not describe state or local tax consequences.
INCENTIVE STOCK OPTIONS
No taxable income is realized by the optionee upon the grant
or exercise of an Incentive Stock Option. If Common Stock is
issued to an optionee pursuant to the exercise of an Incentive
Stock Option, and if no disqualifying disposition of such shares is
made by such optionee within two years after the date of grant or
within one year after the transfer of such shares to such optionee,
then (1) upon sale of such shares, any amount realized in excess of
the option price will be taxed to such optionee as a long-term
capital gain and any loss sustained will be a long-term capital
loss, and (2) no deduction will be allowed to the optionee's
employer for Federal income tax purposes.
Except as noted below for corporate "insiders," if the Common
Stock acquired upon the exercise of an Incentive Stock Option is
disposed of prior to the expiration of the holding period described
above, generally (1) the optionee will realize ordinary income in
the year of disposition in an amount equal to the excess (if any)
of the fair market value of such shares at exercise (or, if less,
the amount realized on the disposition of such shares) over the
option price paid for such shares and (2) the Company will be
entitled to deduct such amount for Federal income tax purposes if
the amount represents an ordinary and necessary business expense.
Any further gain (or loss) realized by the optionee will be taxed
as short-term or long-term capital gain (or loss), as the case may
be, and will not result in any deduction by the Company.
Subject to certain exceptions for disability or death, if an
Incentive Stock Option is exercised more than three months
following termination of employment, the exercise of the option
will generally be taxed as the exercise for a Non-Qualified Option.
For purposes of determining whether an optionee is subject to
any alternative minimum tax liability, an optionee who exercises an
Incentive Stock Option generally would be required to increase his
or her alternative minimum taxable income, and compute the tax
basis in the stock so acquired, in the same manner as if the
optionee had exercised a Non-Qualified Option. Each optionee is
potentially subject to the alternative minimum tax. In substance,
a taxpayer is required to pay the higher of his/her alternative
minimum tax liability or his/her "regular" income tax liability.
As a result, a taxpayer has to determine his potential liability
under the alternative minimum tax.
NON-QUALIFIED OPTIONS
Except as noted below for corporate "insiders," with respect
to Non-Qualified Options: (1) no income is realized by the optionee
at the time the option is granted; (2) generally, at exercise,
ordinary income is realized by the optionee in an amount equal to
the difference between the option price paid for the shares and the
fair market value of the shares, if unrestricted, on the date of
exercise, and the Company is generally entitled to a tax deduction
in the same amount subject to applicable tax withholding
requirements; and (3) at sale, appreciation (or depreciation) after
the date of exercise is treated as either short-term or long-term
capital gain (or loss) depending on how long the shares have been
held.
SPECIAL RULES APPLICABLE TO CORPORATE INSIDERS
As a result of the rules under Section 16(b) of the Exchange
Act, "insiders" (as defined in the Exchange Act), depending upon
the particular exemption from the provisions of Section 16(b)
utilized, may not receive the same tax treatment as set forth above
with respect to the grant and/or exercise of options. Generally,
insiders will not be subject to taxation until the expiration of
any period during which they are subject to the liability
provisions of Section 16(b) with respect to any particular option.
Insiders should check with their own tax advisers to ascertain the
appropriate tax treatment for any particular option.
BENEFITS. Compensation paid and other benefits granted in
respect of the fiscal year ended June 30, 2002 to the named
executive officers are set forth under "Executive Officers".
PROPOSED ACTION. Approval of the adoption of the 2002 Plan
will require the affirmative vote of the holders of a majority of
the shares of the Common Stock of the Company present, in person or
by proxy, at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE THEIR SHARES FOR THEgrants.
PROPOSAL TO APPROVE THE 2002
STOCK OPTION PLAN.
PROPOSAL 3
__________2
INDEPENDENT AUDITORS
Nussbaum Yates & Wolpow, P.C. ("NY&W") served as the Company's
independent auditors during fiscal year ended June 30, 2002.2003. The Board of
Directors has approved the appointment of NY&W as independent auditors of
the Company for its financial statements for the fiscal year ending
June 30, 20032004 and directed that the appointment be submitted for ratification
by the stockholders at the Annual Meeting. NY&W has audited the consolidated
financial statements of the Company since 1991. A representative of that
firm is expected to be present at the Annual Meeting, will have an
opportunity to make a statement to the stockholders and will be available to
respond to appropriate questions. The ratification of the appointment will
require the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote. Abstentions will be included
in determining the number of shares of Common Stock present or represented and
entitled to vote for purposes of approval and will have the effect of votes
"against" the proposal. Broker "non-votes" will not be counted in determining
the number of shares of Common Stock present or represented and entitled to vote
to approve the proposal and will therefore not have the effect of votes either
"for" or "against".
Stockholder ratification of the appointment is not required by the Company's
Certificate of Incorporation or By-laws or otherwise. The Board of Directors
is submitting the appointment of NY&W to stockholders for ratification as a
matter of good corporate practice. If the stockholders fail to ratify the
appointment, the Board of Directors will reconsider whether to retain that firm.
Even if the appointment is ratified, the Board of Directors in its discretion
may direct the appointment of a different independent accounting firm at any
time during the year if the Board of Directors determines that such a change
would be in the best interests of the Company and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF NUSSBAUM YATES & WOLPOW, P.C. AS
THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2003.2004.
AUDITOR FEES
The following is a description of the fees billed toincurred by the Company byto
NY&W during and for the fiscal year ended June 30, 2002:2003:
Audit Fees: The Company paidincurred fees of approximately $27,000$27,250 to NY&W
in connection with NY&W'sits audit of the Company's financial statements for the
fiscal year ended June 30, 2002, NY&W's2003, its review of the Company's interim
financial statements included in the Company's Quarterly Reports on
Form 10-QSB during the fiscal year ended June 30, 2002,2003, and preparation
of the corporate tax returns.
Financial Information Systems Design and Implementation Fees:
The Company did not engage NY&W during the year to provide advice to the
Company regarding financial information systems design and implementation.
Other fees: The Company paid $1,875$2,400 to NY&W to perform other non-audit
services principally tax and accounting advice in connection with the Company's search for external business
opportunities.2002 Stock Option Plan
registration statement.
EXECUTIVE OFFICERS
The executive officers of the Company are elected annually by the Board
of Directors and hold office until their respective successors are
elected and qualified.qualified or until his or her earlier resignation
or removal. None of the officers need to be directors, and more than
one office may be held by the same person. There is no arrangement or
understanding between any executive officer and any other person
regarding election as an officer. There are no family relationships
between any Director and any executive officer of the Company.
On August 29, 2002, after the failure of the Company and Mr.
Lowell A. Kleiman to negotiate an extension of his employment contractagreement
which expired on June 30, 2002, the Company determined to
discontinue the employment of Mr. Kleiman as President, Chief
Executive Officerwas
discontinued and Treasurer of the Company and appointed two
executive officers, Ms. Helena R. Santos as President,
Chief Executive Officer and Treasurer to supervise operations and
administration, and Mr. Robert P. Nichols as Executive Vice President and
Secretary to supervise product development and engineering.
Helena R. Santos, CPA (age 38)39) has been employed by the Company since
1994, and served, prior to her appointment to her current offices, as
Vice President, and Controller sincefrom 1997 and Secretary sincefrom May 2001.
Prior to joining the Company, she was an internal auditor with a major
defense contractor from March 1991 to April 1994. Prior to March 1991 she
wasShe had been previously
employed in public accounting.
Robert P. Nichols (age 41)42) has been employed by the Company since
February 1998, and served, prior to his recent appointments, as Vice
President, Engineering sincefrom May 2001. Prior to joining the Company,
he was an Engineer Manager with Bay Side Motion Group, a precision motion
equipment manufacturer from January 1996 to February 1998.
EXECUTIVE COMPENSATION
The following table summarizes theall compensation paid by the Company to
Mr. Kleiman inits Chief Executive Officer and President with respect to each of the
three most recently completed fiscal years ended June 30, 2002, for services in all capacities as
the Company's President, Chief Executive Officer and Treasurer.2003. No
other executive officer earned in
excess of $100,000 in any of such
fiscal periods.
the year ended June 30, 2003.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
All Other
Year Compen-
Name and PrincipalEnded Salary Bonus sation
Position YearName June 30, $ $ $
__________________ ________________________ ________ ______ _____ _________
Helena R. Santos (1) 2003 76,000 - -
Lowell A. Kleiman (1) 2003 53,300 - 19,500 (2)
Lowell A. Kleiman 2002 $160,000 $ 0 $3,200(2)
CEO, President160,000 - -
Lowell A. Kleiman 2001 160,000 - -
(1) 2001 $160,000 $ 0 $3,200(2)
2000 $160,000 $ 0 $3,200(2)
(1) Mr. Kleiman's employment terminated on August 29, 2002 at
which time Ms. Santos was appointed Chief Executive Officer and President. Ms. Santos's compensation forPresident in
August 2003 upon the year ended
June 30, 2002 was approximately $83,000.termination of Mr. Kleiman's employment.
(2) Represents the Company's matching contributionaccrued benefits paid to Mr. Kleiman's account under the Company's 401(k) Plan.
NeitherKleiman upon his termination.
EMPLOYMENT AGREEMENTS
Ms. Helena R. Santos and Mr. Kleiman nor Ms. Santos received or exercised any stock
options during fiscal 2002.
EMPLOYMENT AGREEMENT
Mr. Kleiman had beenRobert P. Nichols are employed by the
Company pursuant to antwo-year employment contracts which commenced January
2003. Each employment contract which expired on June 30, 2002. The contract
provided for an annual salary of $160,000 beginning in fiscal 1998.
It also providedprovides for the grant to Mr. Kleiman ofindividual's full time
employment as a five-year stock
option for 10,000 shares of Common Stock exercisable at $1.50 per
share under certain circumstances and a "golden parachute"
provision providing for payment to Mr. Kleiman insenior executive with the event of
termination of his employment within three years of a change of
control resulting from a tender offerCompany for the sharesperiod ending
December 31, 2004. The agreements provide for a base salary through
December 31, 2003 at the per annum rate of $100,000 and $95,000,
respectively, with the base salary for the following year to be determined
by the Board of Directors but to be not less than the prior year's
base salary and for annual bonuses which may be paid with respect to
their performance to be at the discretion of the Company's stock in an amount that is 2.99 times his base annual
salaryBoard of Directors.
Each agreement contains non-competition and benefits. Other benefits provided for in the employment
contract included continued use of a Company car, four weeks paid
vacation each year and certain death benefits. Pursuant to the
employment contract, a portion of the compensation was deferred at
Mr. Kleiman's option and placed in a separate investment account
with all earnings and losses to be for his benefit. As of June 30,
2002, $74,400 was segregated into such an account. The balance due
to him is payable out of (but not secured by) the account, in five
equal annual installments commencing after the termination of
employment.
confidentiality covenants.
OPTIONS
OPTION GRANTS No options were granted during the year ended JuneIN FISCAL YEAR ENDED JUNE 30, 20022003
Individual Grants
Number of % of Total
Shares Options
Underlying Granted to any of the persons set forthExercise
Options Employees in the Summary Compensation Table
under "Executive Compensation" (the "Named Executive Officers").Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
_________________ ___________ ____________ ________ __________
Robert P. Nichols 5,000 71 1.25 10/20/12
AGGREGATED OPTION EXERCISES IN FISCAL YEAR ENDED JUNE 30, 2003 AND FISCAL
YEAR-END VALUE
The following table provides information regarding stock
option exercises by the Named Executive Officers during the year
ended June 30, 2002, and the number and value of the Named
Executive Officers' unexercised options at June 30, 2002.YEAR END OPTION VALUES
Number of
SecuritiesShares of Shares Value of
Common Underlying Unexercised
SharesStock Unexercised In-the-Moneyin-the-money
Acquired Options Options
On Value At FYE(1) At FYE(2)at June 30, 2003 at June 30, 2003
Exercise Realized Exercisable/ Exercisable/
Name $ Unexercisable Unexercisable
_________________(#) ($) (1) Unexercisable(#) Unexercisable($)(2)
________________ ________ ________ _____________ ____________
Lowell A. Kleiman 0 0 0/10,000 $0/$0________________ ___________________
Helena R. Santos 1,000 300 24,000/0 0 25,000/0 $10,900/$1,100/0
(1) RepresentsCalculated by multiplying the aggregate number of shares of Common Stock subject
to options as of June 30, 2002 which can and cannot be exercised
pursuant to the terms and provision of the applicable stock
option agreements and the 1992 Plan.
(2) The dollar values have been calculated by determining the difference between the fair market value of the securities
underlying the optionsprice and the exercise
price of the
options. The fair market value of in-the-money options was
calculated on the basis of the average of the closing bid
and ask prices per share, for Common Stock on the Over-the-
Counter Bulletin Board of $1.53 on June 30, 2002.2003.
(2) Of the 24,000 unexercised options, only 9,000 options were in-the-money
at June 30, 2003.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as set forth under "Proposal 1-Election of Directors"
and "Executive Compensation", during the last two fiscal years,
there were no transactions or proposed transactions betweenIn January 2003, the Company entered into a consulting agreement
with Mr. Joseph G. Cremonese, who was elected a Class C Director at the Annual
Meeting of Stockholders in 2002. He has been providing the Company with
consulting services as an independent marketing
consultant for approximately seven years. The consulting agreement provides
that Mr. Cremonese and any director, executive officer, nomineehis affiliate, Laboratory Innovation Company, Ltd. will,
at the request of the Company, render for election
asthe period January 1, 2003 through
December 31, 2004 marketing consulting services of at least 80, but not more
than 96, days per year at the rate of $450 per day with a director, security holder, or any membermonthly cap of
their immediate
families.
$3,000, with the Company's obligation reduced to the extent the consulting
services are less than 80 days for the 12 month period. The agreement contains
confidentiality and non-competition covenants. During fiscal 2003, the
Company paid Mr. Cremonese $25,300 for his consulting services to the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
Based solely on the Company's review of Forms 5 furnished to
the Company during its most recent fiscal year, theThe Company believes that, for the year ended June 30, 2002,2003, all
filing requirements of Section 16(a) of the Securities Act of 1934, as
amended, applicable to its officers, directors and 10% stockholders were
complied with timely.
OTHER MATTERS
The Board of Directors is not aware of any matters other than
those set forth in this proxy statement that will be presented for action
at the Annual Meeting; however, if any other matters properly come before
the Annual Meeting, the persons named as proxies intend to vote the shares
of Common Stock they represent in accordance with their judgment on such
matters.
ADDITIONAL INFORMATION
THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR
ENDED JUNE 30, 2002,2003, INCLUDES ITS ANNUAL REPORT ON FORM 10-KSB FOR THE
YEAR WHICH WAS FILED WITH THE EXCHANGE ACT ON SEPTEMBER 30,
2002.29, 2003. THE ANNUAL
REPORT TO STOCKHOLDERS IS NOT PART OF THIS PROXY MATERIAL, BUT IS BEING
MAILED TO STOCKHOLDERS WITH THIS PROXY SOLICITATION.
STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company intended to be
presented at the Company's 2003 annual meeting of stockholders following
the year ended June 30, 2004 must be received by the Secretary of the
Company for inclusion in the appropriate proxy materials no later than
June 20, 2003.14, 2004.
EXPENSES AND SOLICITATION
The entire cost of soliciting proxies will be borne by the
Company. In addition to the use of the mails, proxies may be solicited
by officers, directors and regular employees of the Company personally
or by telephone. No additional compensation will be paid to such
persons for any additional solicitations. The Company will also request
securities brokers, custodians, nominees and fiduciaries who hold shares
of Common Stock of record to forward solicitation material to the
beneficial owners of such shares, and will reimburse them for their
reasonable out-of-pocket expenses in forwarding such soliciting materials.
APPENDIX A
SCIENTIFIC INDUSTRIES, INC.
2002 STOCK OPTION PLAN
(Effective as of February 11, 2002)
1. Purpose.
The purposes of this 2002 Stock Option Plan (the "Plan") are to induce
certain individuals to remain in the employ or service of Scientific
Industries, Inc. (the "Company") and its present and future subsidiary
corporations (each a "Subsidiary"), as defined in Section 425(f) of the
Internal Revenue Code of 1986, as amended (the "Code"), to attract new
individuals to enter into such employment and service and to encourage
such individuals to secure or increase on reasonable terms their stock
ownership in the Company. The Board of Directors of the Company (the
"Board") believes that the granting of stock options (the "Options")
under the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company and aid
in securing its continued growth and financial success. Options will
be either (a) "incentive stock options" (which term, when used herein,
shall have the meaning ascribed thereto by the provisions of Section
422 (b) of the Code) or (b) options which are not incentive stock options
("non-incentive stock options"), as determined at the time of the grant
thereof by the Administrator referred to in Section 3(A) hereof.
2. Shares Subject to Plan.
Options may be granted to purchase up to one hundred thousand (100,000)
shares of the common stock, par value $0.05 per share (the "Common Stock")
of the Company. To the extent that options previously granted under the
1992 Stock Option Plan of the Company (the "Prior Plan") expire or
terminate for any reason without having been exercised, then options
exercisable for that same number of shares of Common Stock, up to a
maximum of one hundred sixty one thousand (161,000) shares, may be
granted pursuant to the Plan. For the purpose of this section 2, the
number of shares purchased upon the exercise of an Option shall be
determined without giving effect to the use by a Participant of the
right set forth in Section 8(C) hereof to deliver shares of the Common
Stock in payment of all or a portion of the option price or the use by
a Participant of the right set forth in Section 12(C) hereof to cause
the Company to withhold from the shares of the Common Stock otherwise
deliverable to him upon the exercise of an Option shares of the Common
Stock in payment of all or a portion of his withholding obligation
arising from such exercise. If any Options expire or terminate for any
reason without having been exercised in full, new Options may thereafter
be granted to purchase the unpurchased shares subject to such expired
or terminated Options. Subject to the provisions of Section 11, the
maximum number of shares of Common Stock which may be issued in
accordance with the provisions of this Section 2 shall be two hundred
sixty one thousand (261,000) shares.
3. Administration.
(A) The Plan shall be administered by either the Board or, at the option
of the Board, a Committee which shall consist of two or more members of
the Board, both or all of whom shall be "disinterested persons" within
the meaning of Rule 16b-3(c)(2)(i) promulgated under Section
16(b) of the Securities Exchange Act of 1934 (the "Exchange Act").
The Committee, if appointed, shall be appointed annually by the Board,
which may at any time and from time to time remove any member or members
of the Committee, with or without cause, appoint additional members to
the Committee and fill vacancies, however caused, in the Committee.
A majority of the members of the Committee shall constitute a quorum.
All determinations of the Committee shall be made by a majority of its
members present at a meeting duly called and held. Any decision or
determination of the Committee reduced to writing and signed by all
of the members of the Committee shall be fully as effective as if it
had been made at a meeting duly called and held. The Committee, or if
a Committee has not been appointed, the Board, in its capacity as
administrator of the Plan, is hereinafter referred to as the
"Administrator".
(B) Subject to the express provisions of the Plan, the Administrator
shall have complete authority, in its discretion, to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating
to it, to determine the terms and provisions of the respective option
agreements or certificates (which need not be identical), to determine
the individuals (each a "Participant") to whom and the times and the
prices at which Options shall be granted, the periods during which
each Option shall be exercisable, the number of shares of the Common
Stock to be subject to each Option and whether such Option shall be
an incentive stock option or a non-incentive stock option and to make
all other determinations necessary or advisable for the administration
of the Plan. In making such determinations, the Administrator may take
into account the nature of the services rendered by the respective
Participants, their present and potential contributions to the success
of the Company and the Subsidiaries and such other factors as the
Administrator in its discretion shall deem relevant. The Administrator's
determination on the matters referred to in this section 3(B) shall
be conclusive. Any dispute or disagreement which may arise under or
as a result of or with respect to any Option shall be determined by
the Administrator, in its sole discretion, and any interpretations
by the Administrator of the terms of any Option shall be final,
binding and conclusive.
4. Eligibility.
An Option may be granted only to (1) employees and key consultants of
the Company or a Subsidiary, (2) directors of the Company or a Subsidiary
who are not employees of the Company or a Subsidiary ("Outside Directors")
and (3) employees and key consultants of a corporation which has been
acquired by the Company or a Subsidiary, whether by way of exchange or
purchase of stock, purchase of assets, merger or reverse merger, or
otherwise, who hold options with respect to the stock of such corporation
which the Company has agreed to assume.
5. Option Prices.
(A) Except as otherwise provided in Sections 5(C) and 17 hereof, the
initial per share option price of any Option which is an incentive stock
option shall not be less than the fair market value of a share of the
Common Stock on the date of grant; provided, however, that, in the case
of a Participant who owns more than 10% of the total combined voting power
of the Common Stock at the time an Option which is an incentive stock
option is granted to him, the
initial per share option price shall not
be less than 110% of the fair market value of a share of the Common Stock
on the date of grant.
(B) Except as otherwise provided in Sections 5(C) and 17 hereof, the
initial per share option price of any Option which is a non-incentive
stock option shall not be less than 85 % of the fair market value of a
share of the Common Stock on the date of grant.
(C) The initial per share option price of any Option which is granted
to an Outside Director shall be equal to the fair market value of a share
of the Common Stock on the date of grant.
(D) For all purposes of this Plan, the fair market value of a share of
the Common Stock on any date shall be equal to, if the Common Stock is
listed on a national securities exchange or traded on the NASDAQ National
Market System, the closing sale price of a share of the Common Stock on
such date or, if there is no sale of the Common Stock on such date, the
average of the bid and asked prices on such exchange or system at the
close of trading on such date or, if the shares of the Common Stock are
not listed on a national securities exchange or such system on such date,
the last per share sales price of Common Stock on the market or system
of the NASD on which the Common Stock is then traded or listed (the
"Relevant Market System") during the three business days ending on the
date of grant or exercise as reported in the market report for the
Relevant Market System or if no sale has been reported for such period,
the higher of the (i) closing bid price on the Relevant Market System on
the date of grant or exercise or (ii) the average of the closing bid prices
on the Relevant Market System for the three business days immediately
preceding the date of grant or exercise, in each case as reported in the
Market Report for the Relevant Market System or, if the shares of the
Common Stock are not traded or listed on a market or system of the NASD,
as shall be determined in good faith by the Administrator.
6. Option Term.
Options shall be granted for such term as the Administrator shall
determine, not in excess of ten years from the date of the granting
thereof; provided, however, that, except as otherwise provided in
Section 17 hereof, in the case of a Participant who owns more than
10% of the total combined voting power of the Common Stock at the
time an Option which is an incentive stock option is granted to him,
the term with respect to such Option shall not be in excess of five
years from the date of the granting thereof; and provided, further,
however, that the term of an Option granted to an Outside Director
shall be ten years form the date of the granting thereof.
7. Limitation on Amount of Incentive Stock Options Granted.
Except as otherwise provided in Section 17 hereof, the aggregate fair
market value of the shares of the Common Stock for which any Participant
may be granted incentive stock options which are exercisable for the
first time in any calendar year (whether under the terms of the Plan
or any other stock option plan of the Company) shall not exceed $100,000.
8. Exercise of Options.
(A) Except as otherwise provided in Section 17 hereof and, in the case
of an Option granted to an employee or key consultant, except as
otherwise determined by the Administrator at the time of the grant
thereof, a Participant may (i) during the period commencing on the
first anniversary of the date of the granting of an Option to him
and ending on the day preceding the second anniversary of such date,
exercise such Option with respect to one-third of the shares granted
thereby, (ii) during the period commencing on such second anniversary
and ending on the day preceding the third anniversary of the date of
the granting of such Option, exercise such Option with respect to such
number of shares as when added to the number of shares previously
purchased under the Option does not exceed two-thirds of the shares
granted thereby, and (iii) during the period commencing on such third
anniversary, exercise such Option with respect to all of the shares
granted thereby.
(B) To the extent exercisable, an Option may be exercised either in
whole at any time or in part form time to time.
(C) An Option may be exercised only by a written notice of intent to
exercise such Option with respect to a specific number of shares of
Common Stock and payment to the Company of the amount of the option
price for the number of shares of the Common Stock so specified;
provided, however, that all or any portion of such payment may be
made in kind by the delivery of shares of the Common Stock having
a fair market value on the date of delivery equal to the portion
of the option price so paid; provided, further, however, that,
subject to the requirements of Regulation T promulgated under
the Exchange Act, the Administrator may implement procedures to
allow a broker chosen by a Participant to make payment of all or
any portion of the option price payable upon the exercise of an
Option and receive, on behalf of such Participant, all or any
portion of the shares of the Common Stock issuable upon such exercise.
(D) Except in the case of an Option granted to an Outside Director,
the Administrator may, in its discretion, permit any Option to be
exercised, in whole or in part, prior to the time when it would
otherwise be exercisable.
9. Transferability.
No Option shall be assignable or transferable except by will and/or by
the laws of descent and distribution and, during the life of any
Participant, each Option granted to him may be exercised only by him.
10. Termination of Service.
(A) In the event that prior to his 65th birthday, other than by reason
of death, a Participant leaves the employ or service of the Company and
the Subsidiaries or, in the case of an Outside Director, does not stand
for re-election or is not reelected, whether voluntarily or otherwise,
each Option theretofore granted to him shall be exercisable to the extent
exercisable immediately prior to the date of termination of employment
or service (or the date the Director does not stand for reelection or
is not reelected) within the period ending the earlier to occur of
(i) the expiration of the period of three months after the date of such
termination of services or failure to stand for or be reelected a
Director and (ii) the date specified in such Option.
(B) In the event a Participant's employment or service (including the
service of an Outside Director) with the Company and the Subsidiaries
terminates by reason of his death, each Option theretofore granted to
him shall become immediately exercisable in full and shall terminate
upon the earlier to occur of (i) the expiration of the period of one
year after the date of such Participant's death and (ii) the date
specified in such Option.
(C) In the event that on or after his 65th birthday, a Participant
leaves the employ or service of the Company and the Subsidiaries by
reason of his or her disability (as such term is defined in Section
22(e)(3) of the Code) leaves the employ or service of the Company
and the Subsidiaries or, in the case of an Outside Director, resigns
or does not stand for re-election or is not reelected, each Option
theretofore granted to him shall become immediately exercisable in
full and shall terminate upon the earlier to occur of (i) the expiration
of the period of three months after the date of such termination,
resignation or failure to stand for election or to be reelected and
(ii) the date specified in such Option.
11. Adjustment of Number of Shares.
(A) In the event that a dividend shall be declared upon the Common
Stock payable in shares of the Common Stock, the number of shares of
the Common Stock then subject to any Option and the number of shares
of the Common Stock which may be purchased upon the exercise of Options
granted under the Plan but not yet covered by an Option shall be adjusted
by adding to each share the number of shares which would be distributable
thereon if such shares had been outstanding on the date fixed for
determining the stockholders entitled to receive such stock dividend.
In the event that the outstanding shares of the Common Stock shall be
changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation,
whether through reorganization, recapitalization, stock split-up,
combination of shares, sale of assets, merger or consolidation in
which the Company is the surviving corporation, then, there shall
be substituted for each share of the Common Stock then subject to
any Option and for each share of the Common Stock which may be purchased
upon the exercise of Options granted under the Plan but not yet covered
by an Option, the number and kind of shares of stock or other securities
into which each outstanding share of the Common Stock shall be so changed
or for which each such share shall be exchanged.
(B) In the event that there shall be any change, other than as specified
in Section 11(A) hereof, in the number or kind of outstanding shares of
the Common Stock, or of any stock or other securities into which the
Common Stock, shall have been changed, or for which it shall have been
exchanged, then, if the Administrator shall, in its sole discretion,
determine that such change equitably requires an adjustment in the
number or kind of shares then subject to any Option and the number or
kind of shares available for issuance in accordance with the provisions
of the Plan but not yet covered by an Option, such adjustment shall be
made by the Administrator and shall be effective and binding for all
purposes of the Plan and of each Option.
(C) In the case or any substitution or adjustment in accordance with
the provisions of this Section 11, the option price in each Option for
each share covered thereby prior to such substitution or adjustment
shall be the option price for all shares of stock or other securities
which shall have been substituted for such share or to which such share
shall have been adjusted in accordance with the provisions of this
Section 11.
(D) No adjustment or substitution provided for in this Section 11 shall
require the Company to sell a fractional share under any Option.
(E) In the event of the dissolution or liquidation of the Company, the
Board, in its discretion, may accelerate the exercisability of each
Option and/or terminate the same within a reasonable time thereafter.
12. Purchase for Investment, Withholding and Waivers.
(A) Unless the delivery of the shares upon the exercise of an Option
by a Participant shall be registered under the Securities Act of 1933,
such Participant shall, as a condition of the Company's obligation to
deliver such shares, be required to give a representation in writing
that he is acquiring such shares for his own account as an investment
and not with a view to, or for sale in connection with, the
distribution of any thereof.
(B) In the event of the death of a Participant, an additional
condition of exercising any Option shall be the delivery to the
Company of such tax waivers and other documents as the Administrator
shall determine.
(C) An additional condition of exercising any non-incentive stock
option shall be the entry by the Participant into such arrangements
with the Company with respect to withholding as the Administrator
shall determine; provided, however, that such Participant may direct
the Company to satisfy all or a portion of such withholding obligation
by withholding from the shares of the Common Stock issuable to him on
such exercise shares of the Common Stock having a fair market value
equal to the portion of the withholding obligation so satisfied.
13. Declining Market Price.
Except in the case of an Option granted to an Outside Director, in the
event the fair market value of the Common Stock declines below the
option price set forth in any Option, the Administrator may, subject
to the approval of the Board, at any time, adjust, reduce, cancel and
re-grant any unexercised Option or take any similar action it deems to
be for the benefit of the Participant in light of the declining fair
market value of the Common Stock.
14. No Stockholder Status; No Restrictions on Corporate Acts; No
Employment Right.
(A) Neither any Participant nor his legal representatives, legatees or
distributees shall be or be deemed to be the holder of any share of the
Common Stock covered by an Option unless and until a certificate for
such share has been issued. Upon payment of the purchase price therefore,
a share issued upon exercise of an Option shall be fully paid and
non-assessable.
(B) Neither the existence of the Plan nor any Option shall in any way
affect the right or power of the Company or its stockholders to make
or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Company's capital structure or its business,
or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting
the Common Stock or the rights thereof, or dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding whether
of a similar character or otherwise.
(C) Neither the existence of the Plan nor the grant of any Option
shall require the Company or any Subsidiary to continue any Participant
in the employ or service of the Company or such Subsidiary.
15. Termination and Amendment of the Plan.
(A) The Board may at any time terminate the Plan or make such
modifications of the Plan as it shall deem advisable; provided,
however, that the Board may not, without further approval of the
holders of the shares of the Common Stock, increase the number of
shares of the Common Stock as to which Options may be granted under
the Plan (as adjusted in accordance with the provisions of Section
11 hereof), or change the class of persons eligible to participate
in the Plan, or change the manner of determining the Option prices,
or extend the period during which an Option may be granted or exercised.
Except as otherwise provided in Section 16 hereof, no termination or
amendment of the Plan may, without the consent of the Participant to
whom any Option shall theretofore have been granted, adversely affect
the rights of such Participant under such Option.
(B) The provisions of Section 5(C) hereof may not be amended except
by the vote of the majority of the members of the Board and by the
vote of the majority of the members of the Board who are not Outside
Directors, and the provisions of said Section 5(C) shall not be
amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of
1974 or the Rules and Regulations thereunder.
16. Expiration and Termination of the Plan.
The Plan shall terminate on February 10, 2012 or at such earlier
time as the Board may determine. Options may be granted under the
Plan at any time and from time to time prior to its termination.
Any Option outstanding under the Plan at the time of termination
of the Plan shall remain in effect until such Option shall have
been exercised or shall have expired in accordance with its terms.
17. Options Granted in Connection With Acquisitions.
The Administrator may determine, in connection with the acquisition
by the Company or a Subsidiary of another corporation which will
become a Subsidiary or division of the Company (such corporation
being hereafter referred to as an "Acquired Subsidiary"), that
Options may be granted hereunder to employees and other personnel
of an Acquired Subsidiary in exchange for
then outstanding options to purchase securities of the Acquired
Subsidiary. The Administrator, at its discretion shall determine
as to such Options, the option prices, may be exercisable
immediately or at any time or times either in whole or in part,
and such other provisions not inconsistent with the Plan, or the
requirements set forth in Section 15 hereof that certain
amendments to the Plan be approved by the stockholders of the Company.
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [ x ] No [ ]
_________________________________________________________________________________________________________________________________________________
SCIENTIFIC INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
November 18, 2002December 1, 2003
THIS PROXY IS SOLICITED ON BEHALF OFBY THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph I. Kesselman and Arthur M. Borden,
and each of them, with full power of substitution, to vote, as a holder
of the common stock, par value $0.05 per share ("Common Stock"), of
Scientific Industries, Inc., a Delaware corporation (the "Company"), all
the shares of Common Stock which the undersigned is entitled to vote,
through the execution of a proxy with respect to the 20022003 Annual Meeting
of Stockholders of the Company (the "Annual Meeting"), to be held at the
Princeton Club, 15 West 43rd Street, New York, New York, on Monday,
November 18, 2002December 1, 2003 at 10:30 a.m. New York time, and any and all adjournments
or postponements thereof, and authorizes and instructs said proxies to
vote in the manner directed below.
The Board of Directors recommends the vote FOR the election of the nominees
for Class A Directors named below and proposal 2.
1. Election of Class CA Directors:
Roger B. Knowles Joseph G. CremoneseArthur M. Borden James S. Segasture
FOR both Nominess [ ]nominees ( ) WITHHOLD for both Nominess [ ]nominees ( )
If you do not wish your shares voted FOR a nominee, draw a line through that
person's name above.
2. Proposal to approve the Company's 2002 Stock Option Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Proposal to ratify the appointment of Nussbaum, Yates & Wolpow,
P.C., as independent auditors of the Company for the fiscal year ending
June 30, 2003.2004.
FOR [ ]( ) AGAINST [ ]( ) ABSTAIN [ ]
4.( )
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before such meeting or adjournment or
postponement thereof.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE VOTE,
SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.
_________________________________________________________________________
PROPERLY EXECUTED AND RETURNED PROXY CARDS WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO INSTRUCTIONS TO THE
CONTRARY ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE
NAMED NOMINEES AS DIRECTORS AND APPROVAL OF PROPOSALSPROPOSAL NO. 2 3, AND 4 LISTED ON THE
REVERSE SIDE.
YouSIDE OF THIS CARD.
Your may revoke this proxy at any time before it is voted by (i) filing a
revocation with the Secretary of the Company, (ii) submitting a duly
executed proxy bearing a later date or time than the date or time of the
proxy bingbeing revoked; or (iii) attending the Annual Meeting and voting in
person. A stockholder's attendance at the Annual Meeting will not by itself
revoke a proxy given by the stockholder.
(Please sign exactly as the name appears below.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign with full
corporate name by the president or other
authorized officer. If a partnership,
please sign in the partnership name by
authorized person.)
Dated:_____________________ ______________________________________________
________________________ ____________________________________
Signature
____________________________________
Signature, if held by joint owners
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
______________________________________________
Signature,__________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended JUNE 30, 2003
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_________to__________
Commission file number 0-6658
SCIENTIFIC INDUSTRIES, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 04-2217279
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
70 ORVILLE DRIVE, BOHEMIA, NEW YORK 11716
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (631) 567-4700
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
None None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [ x ] No [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in the definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. [ X ]
Issuer's revenues for its most recent fiscal year. $3,257,100
The aggregate market value of the voting stock held by
non-affiliates computed by reference to the average bid and
asked prices of such stock, as of August 29, 2003 is $707,200.
The number of shares outstanding of the issuer's common stock,
par value $.05 per share ("Common Stock") as of August 29, 2003
is 960,541 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [ X ]
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Forward Looking Statements. The Company and its representatives
may from time to time make written or oral forward-looking statements
with respect to the Company's annual or long-term goals, including
statements contained in its filings with the Securities and Exchange
Commission and in its reports to stockholders.
The words or phrases "will likely result," "are expected to," "will
continue to," "is anticipated," "estimate," "project" or similar
expressions identify "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings
and those presently anticipated or projected. Readers are cautioned
not to place undue reliance on any such forward-looking statements,
which speak only as of the date made.
General. Scientific Industries, Inc., a Delaware corporation
(the "Company"), formed in 1954, designs, manufactures, and markets
a variety of laboratory equipment. The Company's products are
generally used for research purposes in research laboratories in or
used by universities, hospitals, pharmaceutical companies, clinics,
medical device manufacturers and other related industries. The
Company's products are generally distributed and marketed through
an established network of domestic and foreign laboratory
equipment distributors. The Company also markets its products through
attendance of industry trade shows, trade publication advertising,
brochures and catalogs, independent sales representatives, and
its own web site.
Products.
Vortex Mixers - The Company's primary product is the Vortex-Genie
(registered trademark) 2 Mixer and related accessories. The vortex
mixer is used to mix the contents of test tubes, beakers, and other
various containers by placing such containers on a rotating cup or other
attachments which cause the contents to be mixed at varying speeds.
Sales of the Vortex-Genie 2 Mixer represented approximately 86% of
the Company's revenues for the year ended June 30, 2003
("fiscal 2003") as compared with 92% of the Company's revenues for
the year ended June 30, 2002 ("fiscal 2002").
The Company recently introduced products that perform similar
functions and complement the Vortex Mixer product line - the
Vortex-Genie (registered trademark) 1 Touch Mixer, Vortex-
Genie (registered trademark) 2T Timed Mixer, and Disruptor Genie
(trademark) Cell Disruptor. All three products have been
well accepted by the Company's distributors and end users.
Although revenues from these products only represented approximately
5% of total revenues in fiscal 2003, which was the second year of
their production, such sales were three times the sales from
their initial year of introduction. The Company anticipates a
further increase in sales of these products in future periods.
Rotators/Rockers and Incubators - The Company also designs and
manufactures the Roto-Shake Genieregistered trademark, which is a
patented benchtop multi-purpose rotator/rocker used to rotate and
rock a wide variety of containers which are magnetically
attached to the unit's magnetized platform. In addition, the
Company produces the Enviro-Genie (registered trademark)
Refrigerated Incubator and the BioReactor Genie (trademark)
Cell Culture Chamber (introduced during fiscal 2003), which are
multi-functional benchtop environmental chambers designed to perform
various functions under controlled environmental conditions of
temperature. During fiscal 2003, the Company also introduced
the Bag Rotator, a product that mixes transfer packs and other
sealed bags for the clinical market.
Product Development. The Company designs and develops substantially
all the products it sells. Its personnel formulate plans and concepts
for new products and improvements or modifications to existing products.
It also engages outside consultants to augment its capabilities in such
areas as industrial design. The Company is currently working on the
development of several new products, some of which it anticipates will
be introduced during fiscal year 2004. The Company assembles its
products at its factory using components purchased from various domestic
and international sources.
Marketing. Commencing in January 2003, the Company substantially
increased its marketing efforts and expenditures under its revised
strategy for sales growth with: (i) the employment of a Director of
Sales and Marketing; (ii) the entry into a long-term agreement providing
for a substantial increase in the services of its outside marketing
consultant, who earlier had been a marketing employee of the Company's
principal distributor and who was elected a Director of the Company at
the Annual Meeting of Stockholders in November 2002, and (iii) an
expanded promotion and advertising program. In addition, the Company
engaged several independent sales representatives during fiscal
2003 for marketing and selling certain products.
Raw Materials. The Company currently manufactures its products from
readily available components supplied by various independent contractors,
and does not rely on any one supplier, except as to a few components
where it is not practicable to have multiple suppliers but
alternative suppliers are available.
Patents, Trademarks, Licenses and Franchises. The Company holds
several United States patents relating to existing products.
It licenses one of its patents, a patent on a utilitarian feature of
its Vortex-Genie 2 Mixer on a non-exclusive royalty-free basis to
Henry Troemner, LLC, ("Troemner"), under a settlement agreement dated
December 1, 1999. This license expires on November 2, 2005, the
expiration date of the patent. The Company's patent for the TurboMix
(trademark), an attachment to the existing Vortex-Genie 2 Mixer,
expires in September 2015. Its patent on the Roto-Shake Genie
expires in July 2016. During fiscal 2003, the Company applied for a
new patent and filed several trademark applications, all of
which are currently pending. The Company intends to apply for
additional patents and trademarks, when appropriate, for technology,
products, and marks which it considers important for the protection
of its business. No assurance can be given that any patent or
trademark application will result in the issuance of a patent or
trademark, or if granted, will provide effective protection.
The Company has various proprietary marks including Vortex-Genie
(REGISTERED TRADEMARK), Disruptor Genie (trademark), MagStir Genie
(trademark), BioReactor Genie (trademark), TurboMix (trademark),
Roto-Shake Genie (REGISTERED TRADEMARK), Genie (trademark), and
Enviro-Genie (TRADEMARK), each of which it considers important to
the success of the related product.
Foreign Sales. The Company's foreign sales to various distributors
outside the United States (principally Asia and Europe) accounted
for approximately 48.6% of the Company's net sales for fiscal 2003
and 44.0% for fiscal 2002. Such sales are paid in United States
dollars and are therefore not subject to risks of currency
fluctuation, foreign duties and customs.
Seasonality. The Company does not consider its business to be
seasonal.
Major Customers. Sales, predominantly of the Vortex-Genie 2
Mixer, to two of the company's customers, each a major distributor,
represented in the aggregate approximately 42% of net sales for
fiscal 2003 and 43% for fiscal 2002. The loss of either
customer or a material reduction in their purchases, as experienced
during fiscal 2003, could have a material adverse effect upon the
operating results of the Company. Please refer to the "Risk Factors"
section of this report for further discussion and additional
information.
Backlog. The Company's backlog is not significant because the
Company's current line of products is comprised of standard catalog
items. The typical lead time for order fulfillment is approximately
two weeks or less.
Competition. Most of the Company's competitors are substantially
larger and have greater financial, production and marketing resources
than the Company. Competition is generally based upon price, quality,
technical specifications, and product recognition and acceptance.
The Company is a dominant factor in the market for vortex mixers
in the United States and is widely recognized in the international
vortex mixers market.
In the general area of laboratory equipment, the Company's major
competitors are Troemner, Barnstead/Thermolyne Corporation, a
subsidiary of Sybron International, IKA-Werke GmbH & Co. KG, a German
company, and Heidolph Instruments GmbH, a German company. Since the
Company's products are primarily sold through distributor catalogs,
the Company relies heavily on the distributors' decisions as to which
products they include in their catalogs.
Research and Development. In connection with the development of
new products, the Company incurred research and development expenses
of $292,300 during fiscal 2003 compared to $289,600 during fiscal 2002.
The Company expects to continue investing in research and development
activities in fiscal year 2004, principally for the purpose of
increased product diversification.
Government and Environmental Regulation. The Company's products and
claims with respect thereto have not required approval of the Food and
Drug Administration or any other government approval. The Company's
manufacturing operations, like those of the industry in general, are
subject to numerous existing and proposed, if adopted, federal,
state, and local regulations to protect the environment, to establish
occupational safety and health standards and to cover other matters.
The Company believes that its operations are in compliance with existing
laws and regulations and the cost to comply is not significant to
the Company.
Employees. As of August 29, 2003, the Company employed 22 persons of
which 19 were full-time. None of the Company's employees are represented
by any unions.
RISK FACTORS
In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, important risk factors are
identified below that could affect the Company's financial performance
and could cause the Company's actual results for future periods to
differ materially from any opinions or statements expressed with
respect to such future periods in any current statements. The Company
undertakes no obligation to publicly revise any forward-looking
statements to reflect future events or circumstances.
THE COMPANY OFFERS A LIMITED NUMBER OF PRODUCTS WITH SALES OF ONE PRODUCT
ACCOUNTING FOR A SUBSTANTIAL PORTION OF ITS REVENUES
The Company currently offers for sale a limited number of products,
with sales of its Vortex-Genie 2 Mixer and accessories related thereto
accounting for approximately 86% of the Company's sales for fiscal 2003
and 92% for fiscal 2002. In the past few years, there have been new
entrants into the vortex-mixer market. Their mixers are being
aggressively marketed by the same distributors that offer the
Company's products. In January 2002, the Company's principal
distributor replaced its private label vortex mixer, which the
Company had supplied to them for many years, with a competitive
mixer. Sales to this distributor accounted for approximately 26.6%
and 33.0% of the Company's sales for fiscal 2003 and fiscal 2002,
respectively. Although the Company still sells the Vortex-Genie
2 Mixer, which continues to be included in the distributor's catalog,
under the Company's own brand, the unit sales to the distributor for
fiscal 2003 were lower by 28% from sales for fiscal 2002. The Company
expects to reduce the sales price of the Vortex-Genie 2 to the
distributor at its request commencing in October 2003. No assurance
can be given that the Company will be able to increase or maintain
its current level of sales of the Vortex-Genie 2 Mixer or the operating
margin derived therefrom.
THE COMPANY'S ABILITY TO GROW AND COMPETE EFFECTIVELY IS IN PART
DEPENDENT ON ITS ABILITY TO DEVELOP AND EFFECTIVELY MARKET NEW
PRODUCTS
During the past five years, the Company has pursued a program to
develop and market new laboratory equipment with a view to increasing
its revenues and reducing its dependence on the Vortex-Genie 2 Mixer.
Pursuant to the program, the Company first developed and introduced the
Roto-Shake Genie rotator/rocker and then the Enviro-Genie
refrigerated incubator. During fiscal 2002, the Company began selling
three new products which generally target the vortex mixer market -
Vortex-Genie 1 Touch Mixer, Vortex-Genie 2T Timed Mixer, and the
Disruptor Genie Cell Disruptor.
Revenues derived from products other than the Vortex-Genie 2 and its
accessories amounted to $423,600 and $277,300, respectively, for
fiscal 2003 and fiscal 2002. The Company historically has relied
primarily on its distributors and their catalogs to market its
products. Accordingly, it may be at least 24 to 36 months between
the completion of development of a product and the distribution of
the catalog in which it is first offered. The Company has recently
expanded and revised its marketing program including hiring a new
Director of Sales and Marketing and engaging several independent sales
representatives to handle certain products. No assurance can be
made that the amounts allocated by the Company for its development
and marketing program are sufficient for such purpose, that
any particular product will be included in a distributor's catalog or
that any significant sales will result from the expanded efforts.
THE COMPANY IS A SMALL PARTICIPANT IN ITS HIGHLY COMPETITIVE INDUSTRY
Although the Company's principal product, the Vortex-Genie 2 Mixer, has
been widely accepted, the Company is an insignificant factor in the highly
competitive laboratory products industry. The Company's net sales for
fiscal 2003 and fiscal 2002 were $3,257,100 and $3,457,300, respectively.
Its principal competitors are substantially larger and have much greater
financial, production and marketing resources than the Company.
THE COMPANY'S ABILITY TO COMPETE DEPENDS IN PART ON ITS ABILITY TO SECURE
AND MAINTAIN PROPRIETARY RIGHTS TO ITS PRODUCTS
The Company's ability to compete depends in part on its ability to secure
and maintain proprietary rights to its products. The Company holds a design
patent expiring in November 2005 on a feature of its Vortex-Genie 2 Mixer,
its principal product. It holds a patent on an attachment to that product
which expires in September 2015 and on another product which expires in
July 2016. During fiscal 2003, the Company applied for an additional
patent, and intends to apply for additional patents on new products.
There can be no assurance that it will be successful in obtaining additional
patents, that any patent issued to the Company provides or will provide the
Company with competitive advantages or will not be challenged by third
parties or that the patents of others will not prevent the commercialization
of products developed by the Company. Furthermore, there can be no assurance
that others will not independently develop similar products or design around
the Company's patents. Any of the foregoing activities could
have a material adverse effect on the Company.
Moreover, there is no assurance that the enforcement by the Company of its
patent rights will not result in substantial litigation costs, as it did in
fiscal 2000 in the defense
of its proprietary claim with respect to its Vortex-Genie 2 Mixer.
THE COMPANY HAS LIMITED MANAGEMENT RESOURCES
The Company's operations were managed until August 29, 2002 by Mr. Lowell
A. Kleiman, as President and Chief Executive Officer, Ms. Helena Santos, as
its Vice President - Engineering. On August 29, 2002, the employment of
Mr. Kleiman was discontinued and the Company appointed Ms. Santos as
President, Chief Executive Officer and Treasurer to supervise the
Company's operations and administration; and Mr. Nichols as Executive Vice
President and Secretary to supervise engineering and product development.
No assurance can be given that the change will not have a materially
adverse effect on the Company's operations or financial condition.
Any material expansion of the Company's operations could
place a significant additional strain on the Company's limited management
resources. Furthermore, the loss of either Ms. Santos or Mr. Nichols in
the absence of an equally qualified successor could be materially adverse
to the Company's results and financial condition.
THE COMMON STOCK OF THE COMPANY IS THINLY TRADED AND IS SUBJECT TO VOLATILITY
The Common Stock of the Company is traded on the Over-the-Counter
Bulletin Board and, historically, has been thinly traded. As of
August 29, 2003, there were only 960,541 shares of Common Stock of the
Company outstanding, of which 315,815 shares are held by the directors and
officers of the Company. There have been a number of trading days during
fiscal 2003 on which no trades of the Company's Common Stock were reported.
Accordingly, the market price for the Common Stock is subject to great
volatility.
ITEM 2. DESCRIPTION OF PROPERTY.
The Company's executive offices and manufacturing facilities comprising
approximately 25,000 square feet are located at 70 Orville Drive, Bohemia,
New York 11716 and are held pursuant to a lease which expires on December
31, 2004, and provides for a minimum annual rental of $239,800 for the
year ending June 30, 2004. The leased facilities are suitable and
adequate for such use. In the opinion of management, the property is
adequately covered by insurance. See Note 8 to the Financial Statements in
Item 7 for further information about the Company's lease obligations.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings. However, a
financial advisor employed by the Company pursuant to an engagement letter
that was not extended by the Company beyond its expiration date of
March 31, 2002 asserted in April 2002 a claim against the Company in the
amount of $125,000 for alleged services rendered to the Company that were
alleged to be outside the scope of the letter. The Company
denies engaging the financial advisor for any services outside the scope of
the engagement letter or that any amount is owing to the advisor.
The Company's counsel has advised the Company that based on its review of
the engagement letter and the Company's denial, it is unlikely that the
financial advisor will prevail if it institutes a legal proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during
the fourth quarter of fiscal 2003.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS.
(a) The Company's Common Stock is traded in the over-the-counter
market. The following table sets forth the low and high
bid quotations for each quarter of fiscal 2003 and fiscal 2002,
as reported by the National Association of Securities Dealers,
Inc. Electronic Bulletin Board. Such quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission
and may not represent actual transactions:
For Fiscal Quarter Ended: Low Bid High Bid
09/30/01 1.30 1.55
12/31/01 1.25 2.40
03/31/02 1.30 2.40
06/30/02 1.20 1.60
09/30/02 1.10 1.80
12/31/02 1.05 1.50
03/31/03 1.05 1.15
06/30/03 1.05 1.15
(b) There were, as of August 29, 2003, 872 record holders of the
Company's Common Stock.
(c) The Company has not paid any dividends but is not subject
to any agreement which prohibits or restricts the Company from paying
dividends on its Common Stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Management's Discussion and Analysis of Financial Condition and
Results of Operations and other portions of this report contain
forward-looking statements that involve risks and uncertainties.
Actual results could differ materially from those anticipated by the
forward-looking information. Factors that may cause such differences
include, but are not limited to, product demand, market acceptance
and other factors discussed elsewhere in this report. This
Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with our financial
statements and the related notes included elsewhere in this report.
Overview. Net sales of $3,257,100 for fiscal 2003 were 5.8%
lower than fiscal 2002's net sales of $3,457,300. Management believes
that sales for the 2003 fiscal year were negatively affected by
increased competition experienced in sales of mixers that compete
with the Vortex-Genie 2 Mixer, and general economic conditions,
including continuing weakness in European markets. We have been
negatively affected by the decision, in January 2002, of our principal
distributor, which is the leading distributor of U.S. laboratory
equipment, to replace its private label vortex mixer with a
competitive unit. Sales to this distributor, primarily the Company's
Vortex-Genie 2 Mixer and related accessories, accounted for 26.6% and
33.0%, respectively, of the Company's net sales for fiscal 2003
and fiscal 2002. While Management believes that the offer by the distributor
of its private label vortex mixer in competition with the Company's
Vortex-Genie 2 Mixer, coupled with a reduction in the unit selling
price commencing in October 2003, will continue to negatively
impact the Company's sales, Management also believes that sales of the
Company's mixer to the second largest U.S. laboratory equipment
distributor will increase because of the recent inclusion of our
products in its new catalog. The Company also expects to effect
increased sales through increasing sales of its recent product
additions to the vortex mixer
line, namely the Vortex-Genie 1, Vortex-Genie 2T and Disruptor
Genie, and increased promotion and advertising.
The Company's profitability for fiscal 2003 was
negatively impacted by the lower sales and $72,400 incurred with
respect to a proxy contest as to the election of Directors and the
Company's 2002 Stock Option Plan instituted unsuccessfully by the
Company's former Chairman of the Board, Chief Executive Officer and
President (the "Former CEO") in connection with the 2002 Annual
Meeting of Stockholders. However, the Company benefitted from lower g
eneral and administrative expenses as a result of the termination of
its compensation and benefit obligations to the Former CEO whose
employment ended on August 29,2002, partially offset by increases in
the salaries of its new Chief Executive Officer who had been Vice
President, Controller and Secretary and its Executive Vice President
who had been Vice President - Engineering.
The Company's selling expenses increased in fiscal 2003
because as of January 2003, the Company substantially increased its
marketing efforts and expenditures under its revised strategy for
sales growth with: (i) the employment of a Director of Sales and
Marketing; (ii) the entry into a long-term agreement providing for a
material increase in the services of its marketing consultant, who
earlier had been a marketing employee of the Company's principal
distributor and who was elected a Director of the Company
at the Annual Meeting of Stockholders in November 2002, and (iii)
an expanded promotion and advertising program. The Company believes
that this additional expenditure and commitment will prove beneficial.
Results of Operations. Net sales for fiscal 2003 were
$3,257,100, a decrease of $200,200 (5.8%) compared to net sales of
$3,457,300 for fiscal 2002. As previously discussed, the lower sales
were mostly due to lower unit sales of the Vortex-Genie 2 Mixer
as a result of competition from a private label mixer offered by
the Company's largest customer and general economic conditions.
However, the decrease in Vortex-Genie 2 sales was partially offset
by an increase in sales from other products. Sales (excluding
accessories) of new products, principally the Roto-Shake Genie,
Enviro-Genie, Disruptor Genie, Vortex-Genie 2T, and Vortex-Genie 1,
increased 52.3% to $423,600 for fiscal 2003 compared to $277,300
for fiscal 2002. The gross profit percentage for fiscal 2003
of 41.2% exceeded the gross profit percentage of 40.8% for fiscal 2002,
mostly as a result of a reduction in factory labor personnel, which
did not affect productivity.
General and administrative ("G&A") expenses were $791,700
for fiscal 2003, a decrease of $63,200 (7.4%) compared to $854,900
in fiscal 2002 mostly as a result of the discontinuation in August
2002 of the compensation and benefits paid to the Former CEO,
partially offset by $72,400 of expenses incurred with respect to the
proxy contest previously discussed in this report. Fiscal 2002's G&A
expenses reflected $62,900 in advisory fees incurred under a financial
advisory agreement, which expired March 31, 2002.
Selling expenses for fiscal 2003 increased $37,600 (21.1%) to
$216,000 compared to $178,400 for fiscal 2002 as a result of the
Company's expansion of its sales and marketing efforts. During fiscal
2003, the Company hired a Director of Sales and Marketing and
significantly increased the services of its outside marketing
consultant as well as its promotional and advertising activity.
Research and development expenses for fiscal 2003 were
$292,300 compared to $289,600 for fiscal 2002. The small increase,
despite increased development efforts, was the result of the
reduction of in-house engineering personnel and engagement of
a lower cost outside engineering firm.
The Company reflected an income tax benefit of $11,500 for
fiscal 2003 compared to income tax expense of $28,300 for fiscal 2002,
mainly as a result of the recognition of tax credits.
Liquidity and Capital Resources. The Company's cash and
cash equivalents, and short-term investments increased from $778,700
at the end of fiscal 2002 to $803,000 at the end of fiscal 2003.
The Company's working capital increased $143,600 to $1,675,000
from $1,531,400. The increase in working capital was mostly due to
certain long-term investments becoming current assets during the
current year. Accounts receivable were higher as of the end of
fiscal 2003 compared to fiscal 2002 due to the higher sales for the
last month of fiscal 2003 than for June 2002. The reduction in
inventories as of the end of fiscal 2003 compared to fiscal 2002 was
the result of lower work in process and finished goods balances.
The Company has available a secured bank line of credit of
$200,000 with North Fork Bank which expires on November 1, 2003
and carries interest at prime plus 1%. The Company will seek to
extend the credit line which has never been utilized.
Management believes that it will be able to meet its cash flow
requirements during the next fiscal year from its available financial
resources which are anticipated to include future cash generated
from operations, its cash and cash equivalents and investments, and
if required, the credit line.
Capital Expenditures. During fiscal 2003, the Company did
not incur any material capital expenditures. The Company does not
expect to incur in the normal course of business any material capital
expenditures during fiscal 2004. It is anticipated, as in past
fiscal years, that capital expenditures, if any, will be funded from
the Company's operations or available working capital.
ITEM 7. FINANCIAL STATEMENTS.
The Financial Statements required by this item are attached
hereto on pages F1-F18.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT.
DIRECTORS
The Company has five Directors. The Directors of the Company
are elected to two-year staggered terms. The terms of the Directors
currently expire at the annual meeting of stockholders of the Company to
be held as follows: the next annual meeting which will follow the fiscal
year ended June 30, 2003 as to two Directors (Messrs. Borden
and Segasture, Class A), the annual meeting which follows fiscal
year ending June 30, 2004 as to one Director (Mr. Kesselman, Class B),
and the annual meeting which follows fiscal year ending June 30, 2005
as two Directors (Messrs. Cremonese and Knowles, Class C).
Mr. Kesselman is Chairman of the Board. The name, principal occupation
for the last five years, selected biographical information and period
of service as a director of the Company of each Director are set forth
in this section.
Arthur M. Borden, Esq. (age 83), a Director since 1974, has
been counsel to the law firm of Katen Muchin Zavis Rosenman (formerly
Rosenman & Colin) during the past five years.
Joseph G. Cremonese (age 68), a director since November 2002,
has been a marketing consultant to the Company since 1996, with his
marketing consulting duties substantially increased as of January 2003
under a new two-year agreement with the Company. Mr. Cremonese has been
since 1991, President of Laboratory Innovation Company, Ltd., which
is a vehicle for technology transfer and consulting services for
companies engaged in the production and sale of products for science and
biotechnology. Since March 2003, Mr. Cremonese has been a director
and consultant of Proteomics, Inc., a producer of recombinant
proteins for medical research. Mr. Cremonese had been, prior to
1991, employed by Fisher Scientific (the Company's largest customer).
Joseph I. Kesselman (age 77), a Director since 1961 and
Chairman of the Board since August 29, 2002, is a consultant to various
corporations, and a director of Nuclear and Environmental Protection
Inc., Perrot Duval Holding S.A. (A Swiss public company),
Hopare Holding, S.A. (A Swiss company), and Infranor Inc., a
developer and manufacturer of servo systems.
Roger B. Knowles (age 77), a Director since 1965, is retired
and during the past five years has been involved in liquidating various
real estate and manufacturing concerns.
James S. Segasture (age 67), a Director since 1991,
has been a private investor since February 1990.
BOARD COMMITTEES
During the year, the Board of Directors appointed Messrs. Joseph I.
Kesselman and James S. Segasture as the sole members of the Company's
Stock Option Committee to serve at the discretion of the Board and to
administer the Company's 2002 Stock Option Plan.
The Company does not currently have any other committees.
EXECUTIVE OFFICERS
On August 29, 2002, after the failure of the Company and
Mr. Lowell A. Kleiman to negotiate an extension of his employment
agreement which expired on June 30, 2002, the employment of Mr. Kleiman
was discontinued and the Company appointed two executive officers,
Helena R. Santos as President, Chief Executive Officer and
Treasurer to supervise operations and administration, and Robert P.
Nichols as Executive Vice President and Secretary to supervise product
development and engineering.
Helena R. Santos, CPA (age 39) has been employed by the
Company since 1994, and served, prior to her appointment to her
current offices, as Vice President, Controller from 1997 and
Secretary from May 2001. Prior to joining the Company, she was
an internal auditor with a major defense contractor from March 1991
to April 1994. She had been previously employed in public accounting.
Robert P. Nichols (age 42) has been employed by the Company
since February 1998, and served, prior to his recent appointments,
as Vice President, Engineering from May 2001. Prior to joining the
Company, he was an Engineer Manager with Bay Side Motion Group, a
precision motion equipment manufacturer from January 1996 to February
1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company believes that, for the year ended June 30, 2003,
all filing requirements of Section 16(a) of the Securities Act of 1934,
as amended, applicable to its officers, directors and 10% stockholders
were complied with timely.
ITEM 10. EXECUTIVE COMPENSATION.
The following table summarizes all compensation paid by the
Company to its then Chief Executive Officer and President with respect
to each of the three fiscal years ended June 30, 2003. No other
executive officer earned in excess of $100,000 in any of such fiscal
periods.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
All Other
Compen-
Name Year Salary Bonus sation
Helena R. Santos 2003 $ 76,000 $ - $ -
Lowell A. Kleiman (1) 2003 $ 53,300 $ - $ 19,500(2)
Lowell A. Kleiman 2002 $ 160,000 $ - $ -
Lowell A. Kleiman 2001 $ 160,000 $ - $ -
(1) Mr. Kleiman's employment terminated on August 29, 2002 at which
time Ms. Santos was appointed Chief Executive Officer and President.
(2) Represents accrued benefits paid to Mr. Kleiman upon his
termination.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted (#) Fiscal Year Price ($/Sh) Date
- ----------------- ----------- ------------ ----------- ---------
Robert P. Nichols 5,000 71 1.25 10/20/12
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
Number of
Shares of Securities Value of
Common Underlying Unexercised
Stock Unexercised in-the-money
Acquired Options Options
On Value at FY-End (#) at FY-End ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) (1) Unexercisable Unexercisable (1)
- ---------------- --------- --------- ------------- -----------------
Helena R. Santos 1,000 300 24,000/0 1,100/0
(1) Calculated by multiplying the number of shares of Common Stock
subject to options by the difference between the market price and
exercise price, per share, on June 30, 2003. Of the 24,000 unexercised
options, only 9,000 options were in-the-money at June 30, 2003.
Employment Agreements
Ms. Helena R. Santos and Mr. Robert P. Nichols are employed
by the Company pursuant to two-year employment contracts commencing
January 2003. Each employment contract provides for the individual's
full time employment as a senior executive with the Company for the
period ending December 31, 2004. The agreements provide for a
base salary through December 31, 2003 at the per annum rate of $100,000
and $95,000, respectively, with the base salary for the following year
to be determined by the Board of Directors but to be not less than the
prior year's base salary and for annual bonuses which may be paid with
respect to their performance to be at the discretion of the Board of
Directors. Each agreement contains non-competition and confidentiality
covenants.
DIRECTORS' COMPENSATION
The Company currently pays each non-employee Director a
quarterly retainer of $750 and a fee of $500 for each meeting attended,
plus reimbursement for out-of-pocket expenses incurred in connection
with attendance at board meetings in the amount of $50 or the Director's
itemized expenses, whichever is greater. The Company also agreed that
commencing March 2003, it would pay its Chairman of the Board, Mr.
Joseph I. Kesselman, a monthly fee of $500 for his services in such
capacity in addition to the quarterly fee. During fiscal 2003, the
Company paid fees in the aggregate amount of $36,100 to non-employee
Directors.
On February 11, 1992, before the adoption of the Company's
1992 Stock Option Plan ("1992 Plan"), the Company issued to each of its
four non-employee directors, Messrs. Arthur M. Borden, Joseph I.
Kesselman, Roger B. Knowles and James S. Segasture, ten year
non-qualified options to purchase, at a price of $0.35 per share, 12,000
shares of Common Stock, which were exercisable in three annual
installments. All 48,000 options were exercised by the directors
prior to June 30, 2003.
The Company's 1992 Stock Option Plan ("1992 Plan")
authorized the grant of options to purchase 3,000 shares of Common Stock
at the then fair market value to each non-employee director who was on
the Board of Directors on the first business day of each March, in 1993,
1994, 1995, and 1996. In addition, in December 1997, the Board of
Directors approved annual grants under the 1992 Plan beginning in December
1997 of options to purchase 4,000 shares of Common Stock for each
non-employee director exercisable at the fair market value on the date
of grant. Accordingly, as of June 30, 2003, the Company had granted
under the 1992 Plan in the aggregate to the foregoing four non-employee
Directors options to purchase 128,000 shares of Common Stock, or
options to purchase 32,000 shares of Common Stock for each. The fair
market value per share of Common Stock on the dates of grant ranged
from $0.50 for options granted in 1993 to $2.40 in 2002. All options
were immediately exercisable, except for 834 shares each (an
aggregate of 3,336 shares) under the options granted on December 31, 2000
which became available and exercisable on July 1, 2001. As of
June 30, 2003, options with respect to 88,000 shares had been
exercised by the Directors of which 40,000 were under the 1992 Plan.
Under the Company's 2002 Stock Option Plan ("2002 Plan"),
which was approved by the Company's stockholders at the 2002 Annual
Meeting of Stockholders, none of current directors, except for Mr.
Joseph G. Cremonese who became a newly elected Director at the 2002
Annual Meeting, are eligible to receive option grants.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of year end, the number of
shares of Common Stock beneficially owned by (i) the persons known to
the Company to be the owners of more than 5% of the Common Stock,
(ii) each director of the Company, (iii) each named executive officer
of the Company, and (iv) all directors and executive officers as a
group. Unless otherwise indicated below, the address for each director
and executive officer is c/o Scientific Industries, Inc., 70
Orville Drive, Bohemia, New York 11716.
Amount and
Name Nature of Beneficial Ownership % of Class
- ----------------- ------------------------------ ----------
Lowell A. Kleiman 139,581 14.5%
16 Walnut Street
Glen Head, NY 11545
Arthur M. Borden 62,540 (1) 6.3%
Joseph G. Cremonese 5,000 (2) .5%
Joseph I. Kesselman 63,520 (3) 6.4%
Roger B. Knowles 91,705 (4) 9.3%
James S. Segasture 177,250 (5) 18.4%
Robert P. Nichols 27,800 (6) 2.8%
Helena R. Santos 25,000 (7) 2.5%
All directors and executive
officers as a group (7 persons) 452,815 (8) 41.3%
(1) Includes 26,000 shares issuable upon exercise of options.
(2) Owned jointly with his wife.
(3) Includes 29,000 shares issuable upon exercise of options and 735
shares of Common Stock owned jointly with his wife.
(4) Includes 44,158 shares owned by his wife, and 1,337 shares
owned by a trust of which he is a trustee, beneficial ownership of
which is disclaimed by him.
(5) Includes 4,000 shares issuable upon exercise of options, and
493 shares owned by his wife.
(6) Includes 25,000 shares issuable upon exercise of options.
(7) Includes 24,000 shares issuable upon exercise of options.
(8) Includes 137,000 shares issuable upon exercise of options.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In January 2003, the Company entered into a consulting
agreement with Mr. Joseph G. Cremonese, who was elected a Class C
Director at the Annual Meeting of Stockholders in 2002 and has
been providing the Company with consulting services as an
independent marketing consultant for approximately seven years.
The consulting agreement provides that Mr. Cremonese and his affiliate,
Laboratory Innovation Company, Ltd. will, at the request of the
Company, render for the period January 1, 2003 through December 31,
2004 marketing consulting services of at least 80, but not more than
96, days per year at the rate of $450 per day with a monthly cap
of $3,000, with the Company's obligation reduced to the extent the
consulting services are less than 80 days for the 12 month
period. The agreement contains confidentiality and non-competition
covenants. During fiscal 2003, the Company paid Mr. Cremonese an
aggregate of $25,300 for his consulting services to the company.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The exhibits to this report are listed in the Exhibit
Index at the end of this report.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last
quarter of fiscal 2003 covered by this report with the Commission.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SCIENTIFIC INDUSTRIES, INC.
(Registrant)
/s/ Helena R. Santos
--------------------
Helena R. Santos
President, Chief Executive Officer and Treasurer
Principal Executive, Financial and Accounting
Officer
Date: September 29, 2003
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Name Title Date
- -------------------- ------------------- ------------------
/s/ Arthur M. Borden Director September 26, 2003
Arthur M. Borden
/s/ Joseph G. Cremonese Director September 26, 2003
Joseph G. Cremonese
/s/ Joseph I. Kesselman Director (Chairman) September 26, 2003
Joseph I. Kesselman
/s/ Roger B. Knowles Director September 26, 2003
Roger B. Knowles
/s/ James S. Segasture Director September 26, 2003
James S. Segasture
EXHIBIT INDEX
Exhibit Number Description
3 Articles of Incorporation and By-Laws:
3(a) Certificate of Incorporation of the Company as amended.
(Filed as Exhibit 1(a-1) to the Company's General Form
for Registration of Securities on Form 10 dated February
14, 1973 and incorporated by reference thereto.)
3(b) Certificate of Amendment of the Company's Certificate of
Incorporation, as filed on January 28, 1985. (Filed as
Exhibit 3(a) to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1985 and
incorporated by reference thereto.)
3(c) By-Laws of the Company, as restated and amended.
(Filed as Exhibit 3(ii) to the Company's Current Report
Form 8-K filed on January 6, 2003) and incorporated by
reference thereto.
4 Instruments defining the rights of security holders:
4(a) 2002 Stock Option Plan (Filed as Exhibit 99-1 to the
Company's Current Report on Form 8-K filed on November
25, 2002 and incorporated by reference thereto.
10 Material Contracts:
10(a) Letter of Intent to exercise 5-year option under the
Company's lease for its offices and manufacturing
facilities. (Filed as Exhibit 10 to the
Company's annual report on Form 10-K for the fiscal year
ended June 30, 1999 and incorporated by reference
thereto).
10(b) Employment Agreement dated January 1, 2003, by and
between the Company and Ms. Santos (Filed as Exhibit
10(a) to the Company's Current Report on Form 8-K
filed on January 22, 2003, and incorporated by
reference thereto).
10(c) Employment Agreeement dated January 1, 2003, by and
between the Company and Mr. Nichols.
10(d) Employment Agreement dated June 23, 2000, by and between
the Company and Mr. Kleiman, as amended. (Filed as Exhibit
10 to the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2000 and incorporated by
reference thereto).
10(e) Consulting Agreement dated January 1, 2003 by and
between the Company and Mr. Cremonese and his
affiliate, Laboratory Innovation Company, Ltd.,
(Filed as Exhibit 10(b) to the Company's Current
Report on Form 8-K filed on January 6, 2003, and
incorporated by reference thereto).
21 Subsidiaries of the Registrant
Scientific Packaging Industries, Inc., a New York
corporation, is a wholly-owned inactive
subsidiary of the Company.
31.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
Sarbanes-Oxley Act of 2002.
Exhibit 10(c)
EMPLOYMENT AGREEMENT
Employment Agreement dated as of January 1, 2003 between SCIENTIFIC
INDUSTRIES, INC., a Delaware corporation 70 Orville Drive, Bohemia, New
York 11716 (the "Company") and ROBERT P. NICHOLS, an individual residing
at 16 Adams Street, Rocky Point, New York, 11778 ("Employee").
WITNESSETH:
WHEREAS, Employee has been employed as a senior executive officer
of the Company since May 2001 and the Company and Employee desire the
Employee continue to be employed as a senior executive officer of the
Company on the terms and conditions hereinafter contained;
NOW, THEREFORE, it is hereby agreed as follows:
1. Employment. The Company hereby employs and Employee agrees to
be employed as a senior executive officer of the Company for the
Term as defined in Section 2 to perform the duties described in
Section 3 hereof.
2. Term. The employment of Employee by the Company shall continue
from the date hereof through December 31, 2004, unless terminated
earlier pursuant to the provisions of Section 7 hereof. The period
from the date hereof until the date of termination of employment
pursuant to this Agreement is herein referred to as the "Term".
3. Duties. Employee shall devote his full time to the affairs
and business of the Company for which he will serve in such
senior executive positions or offices as the Board of Directors
(the "Board") shall designate. For the purposes of this Agreement,
senior executive offices means any one or more of the following:
Chief Operating Officer, Executive Vice President and Treasurer,
it being agreed that Employee may hold more than one executive
office, provided that his duties will not require him to devote
more time to the performance of his duties on behalf of the Company
than is reasonable. As a senior executive officer Employee shall
report directly to the President or Chief Executive Officer of
the Company. Employee shall use his best efforts to promote the
interests and welfare of the Company. The duties shall be
principally performed at the principal executive offices of the
Company.
4. Salary. As his compensation hereunder, Employee shall be
paid by the Company a base salary determined by the Board
of Directors but not less than $95,000 per annum. The base
salary shall be payable in equal weekly installments. The
Company may also pay to Employee with respect to each of the
12 month periods ended December 31, 2003 and December 31, 2004
a bonus determined by the Board in its sole discretion. The
Board in determining the base salary for the 12 month period
ending December 31, 2004 and the amount of a bonus, if any,
shall consider the achievement and surpassing of goals or
projections set forth or referred to in the 12 month operation
plan for the relevant period approved by the Board, including but
not limited to, cash flow and earnings; the Employee's performance
of his executive responsibilities, and such other criteria as the
Board deems relevant.
5. Expenses.
a. Subject to the authorization of the Board, Employee will be
authorized to incur reasonable and necessary expenses in connection
with the discharge of Employee's duties and in promoting the business
of the Company. The Company will, according to its practices,
reimburse Employee for all such expenses upon presentation of a
properly itemized account of such expenditures, setting forth the
business reasons for such expenditures on a timely basis.
b. Employee agrees to cooperate with the Company in the Company's
efforts to obtain and maintain a term insurance policy on the life of
Employee with the Company as sole beneficiary in such principal amount as
may be determined by the Board, currently anticipated to be $250,000.
6. Other Benefits; Vacation.
a. Employee shall be entitled to receive from the Company such
medical, hospital and disability benefits, life insurance, holiday
and sick pay consistent with those made available to the officers of
the Company and to participate in the Company's Plan under Section
401(k) of the Internal Revenue Code in accordance with its
terms.
b. Employee shall be entitled to an annual vacation of two weeks
during each 12 months of employment hereunder.
7. Termination.
a. In the event of Employee's death during the Term, this Agreement
shall terminate automatically as of the date of death, except with
respect to any accrued but unsatisfied obligations to the date of death.
In the event of Employee's disability (as hereinafter defined) for
sixty (60) consecutive calendar days or ninety (90) calendar days in
the aggregate during any twelve (12) months of the Term, the Company
shall have the right, by written notice to Employee, to terminate this
Agreement as of the date of such notice, except with respect to any
accrued but unsatisfied obligation to the date of such termination.
"Disability" for the purposes of this Agreement shall mean Employee's
physical or mental disability so as to render Employee incapable of
carrying out Employee's essential duties under this Agreement. In the
event of a termination by the Company pursuant to this Section 7(a),
the Company shall not be under any further obligation to Employee
hereunder except to pay Employee: (i) base salary and benefits
accrued and payable up to the date of such termination, and (ii)
reimbursement for expenses accrued and payable under Section 5
hereof through the date of termination.
b. This Agreement may be terminated by either Employee or the
Company (other than as provided in Section 7(a)) upon thirty (30)
days' written notice if, during the Term, the other of them shall
be in breach of or in default under any provision of this Agreement.
In the event of termination of this Agreement by reason of breach or
default by the Company, Employee shall have no obligation to mitigate
damages, and he shall be entitled to receive the base salary due him
at the rate in effect on the date written notice is delivered
hereunder for the then balance of the Term, not reduced by any
compensation he may receive elsewhere during such period.
8. Non-Competition; Non-Interference; Non-Solicitation.
a. For the purpose of this Section 8 and of Sections 9, 10 and
11 "Company" includes each of its subsidiaries.
b. From the date hereof through end of the Term, Employee
will not, without the express written approval of the
Board, directly or indirectly, own, manage, operate, control,
invest or acquire an interest in, or otherwise engage
or participate in, or be associated with in any way, any
business which competes directly or indirectly with the
business or proposed business of the Company (a "Competitive
Business"); provided, however, that Employee may, directly or
indirectly, own, invest or acquire an interest in the aggregate
of up to one percent (1%) of the
capital stock of a corporation whose capital stock is traded publicly.
Additionally, from the date hereof through the date which is
18 months after the date of termination of employment (the
"Restricted Period"), Employee will not, without the express
written approval of the Board, directly or indirectly, become
associated with a Competitive Business, or otherwise engage in
or assist in any enterprise, which develops, markets, sells,
manufactures or designs products currently being sold, developed or
contemplated (including those acquired or about to be acquired) by
the Company, or which hereinafter may be sold, developed or
contemplated, by the Company as of the date of termination,
including, but not limited to, mixers, including vortex mixers,
rotating, shaking or oscillating apparatus; thermoelectric apparatus;
or any industrial or laboratory processes, apparatus or equipment
(the "Products").
c. During the Restricted Period, Employee will not without the
express prior written approval of the Board of Directors (i)
directly or indirectly, in one or a series of transactions,
recruit, solicit or otherwise induce or influence any proprietor,
partner, stockholder, lender, director, officer, employee, sales agent,
joint ownersventurer, investor, lessor, supplier, customer, consultant,
agent, representative or any other person which has a business
relationship with the Company to discontinue, reduce or modify
during the Restrictive Period such employment, agency or business
relationship with the Company, or (ii) employ or seek to employ or
cause any Competitive Business to employ or seek to employ any
person or agent who is then (or was at any time within one (1) year
prior to the date Employee or the Competitive Business employs or
seeks to employ such person) engaged or retained by the Company
or a business acquired or sold by the Company.
9. Confidential Information.
a. Employee agrees that during and after the Term Employee will
not, directly or indirectly, disclose to any person, or use or
otherwise exploit for the benefit of Employee or for the benefit
of anyone other than the Company, any Confidential Information
(as defined in Section 9(c)). Employee shall have no obligation
hereunder to keep confidential any Confidential Information if
and to the extent disclosure of any therefor is specifically required
by law; provided, however, that in the event disclosure is required
by applicable law, Employee shall provide the Company with prompt
notice of such requirement, prior to making any disclosure, so that
the Company may seek an appropriate protective order.
b. At the request of the Company, Employee agrees to deliver to
the Company, at any time during the Term, or thereafter, all
Confidential Information which Employee may possess or control.
Employee agrees that all Confidential Information of the Company
(whether now or hereafter existing) conceived, discovered or made by
Employee during the Term exclusively belongs to the Company (and not
to Employee). Employee will promptly disclose such Confidential
Information to the Company and perform all actions reasonably requested
by the Company to establish and confirm such exclusive ownership.
c. "Confidential Information" means any confidential information
including, without limitation, any patent, patent application, copyright,
trademark, trade name, service mark, service name, "know-how", trade
secrets, customer lists, vendor lists, customer pricing or terms,
details of client or consultant contracts, pricing policies, cost
information, operational methods, marketing plans or strategies,
product development techniques or plans, business acquisition plans
or any portion or phase of any business, scientific or technical
information, ideas, discoveries, designs, computer programs
(including source or object codes), processes, procedures,
formulae, improvements, information relating to the products currently
being sold, developed or contemplated, by the Company, or which
hereinafter may be sold, developed or contemplated, by the Company
through the date of termination of the Term, including, but not
limited to, mixers, including vortex mixers, rotating, shaking or
oscillating apparatus; thermoelectric apparatus; or any industrial
or laboratory processes, apparatus or equipment relating thereto
(the "Products") or other proprietary or intellectual property of
the Company, whether or not in written or tangible form, and
whether or not registered, and including all memoranda, notes,
summaries, plans, reports, records, documents and other evidence
thereof. The term "Confidential Information" does not include,
and there shall be no obligation hereunder with respect to,
information that becomes generally available to the
public other than as a result of a disclosure by Consultants
not permissible hereunder.
10. Patents. Employee agrees that all inventions, copyrightable
material, secret processes, formulae, trademarks, trade
secrets and the like, discovered or developed by him while in the
employ of the Company, whether in the course of his employment,
on company time or property, or otherwise, shall be the exclusive
property of the Company and Employee agrees to execute such
instruments of transfer, assignment, conveyance or confirmation
and such other documents as may be requested by the Company to
transfer, confirm and perfect in the Company all legally
protectible rights in any such inventions, copyrightable materials,
secret processes, formulae, trademarks, trade secrets and the like
at no expense to Employee.
11. Remedies.
a. Nothing herein contained is intended to waive or diminish any
rights the Company may have at law or in equity at any time to
protect and defend its legitimate property interests including its
business relationship with third parties, the foregoing provisions
being intended to be in addition to and not in derogation or
limitation of any other rights the Company may have at law or
in equity.
Since a breach of the provisions of Section 8, Section 9 or Section 10
could not adequately be compensated by money damages, the Company
shall be entitled, in addition to any other right and remedy
available to it, to an appropriate order from a court of competent
jurisdiction restraining such breach or a threatened breach, and
in any such case no bond or other security shall be required to be
posted in connection therewith. Employee agrees that the provisions
of Section 8, Section 9 and Section 10 are necessary and reasonable to
protect the Company in the conduct of its business. If any
restriction contained in Section 8, Section 9 or Section 10 shall be
deemed to be invalid, illegal, or unenforceable by reason of the
extent, duration, or geographical scope thereof, or otherwise, then
the court making such determination shall have the right to reduce
such extent, duration, geographical scope, or other provisions
hereof, and in its reduced form such restriction shall then be
enforceable in the manner contemplated hereby.
12. Insurance. The Company agrees to include Employee in the
coverage of any directors' and officers' liability insurance
policy it provides on behalf of its directors or other senior
executive officers.
13. Notices. Any notices pertaining to this Agreement if to the
Company shall be addressed to the Company at its address
set forth in the opening paragraph of this Agreement, with a copy
of any notice to the Company to be sent to Leo Silverstein, Esq.,
Reitler Brown LLC, 800 Third Avenue, New York, New York 10022 and
if to Employee shall be addressed to him at his address stated in
the opening of paragraph of this Agreement. All notices shall be
in writing and shall be deemed duly given if personally delivered
or sent by registered or certified mail, overnight or express mail
or by telefax. If sent by registered or certified mail, notice
shall be deemed to have been received and effective three days
after mailing; if by overnight or express mail or by telefax,
notice shall be deemed received the next business day after
being sent. Any party may change its address for notice hereunder
by giving notice of such change in the manner provided herein.
14. Entire Agreement. This Agreement contains the entire
agreement of the parties respecting the subject matter contained
herein. No modification of any provision hereof shall be effective
except by a written agreement signed by the parties hereto.
15. Miscellaneous.
a. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to
contracts entirely made and performed therein.
b. This Agreement shall be binding upon and inure to the benefit
of the parties, their respective successors, heirs and assigns
(where permitted).
c. The waiver by one party hereto of any breach by the other
(the "Breaching Party") of any provision of this Agreement shall not
operate or be construed as a waiver of any other (prior or subsequent)
breach by the Breaching Party, and waiver of a breach of a provision
in one instance shall not be deemed a waiver of a breach
of such provision in any other circumstance.
IN WITNESS WHEREOF, the parties hereto have signed this
Agreement as of the year and date first above written.
Dated as of January 1, 2003
SCIENTIFIC INDUSTRIES, INC.
By: /s/Helena R. Santos
-------------------
Helena R. Santos, President
/s/Robert P. Nichols
--------------------
ROBERT P. NICHOLS
Exhibit 31.1
CERTIFICATION
I, Helena R. Santos, certify that:
(1) I have reviewed this report on Form 10-KSB of Scientific
Industries, Inc. (the "registrant");
(2) Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period
covered by this report;
(3) Based on my knowledge, the financial statements, and other
financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
(4) I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e) for the registrant and I have:
a) designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to
be designed under our supervision, to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report
is being prepared;
b) evaluated the effectiveness of the registrant's
disclosure controls and procedures, and presented
in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the
end of the period covered by this report based on such
evaluation; and
c) disclosed in this report any change in the registrant's
internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f) that
ocurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in case
of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant's
internal control over financial reporting.
(5) I have diclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's
auditors and audit committe of the registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal control over financial
reporting.
September 29, 2003
/s/ Helena R. Santos
____________________
Helena R. Santos
Chief Executive Officer and Chief Financial Officer
Exhibit 32.1
CERTIFICATION
I, Helena R. Santos, as Chief Executive Officer and Principal Financial
Officer of Scientific Industries, Inc. (the "Company"), certify that:
1. I have reviewed this annual report on Form 10-KSB of the Company for
the year ended June 30, 2003 (the "Annual Report");
2. Based on my knowledge, the Annual Report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with
respect to the period covered by the Annual Report; and
3. Based on my knowledge, the financial statements, and other
financial information included in the Annual Report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the Company as of, and for,
the periods presented in the Annual Report.
[Items 4, 5, and 6 omitted pursuant to the transition provisions of
Release No. 34-46427.]
Date: September 29, 2003
/s/ Helena R. Santos
- --------------------
Helena R. Santos
Chief Executive Officer and Chief Financial Officer
A signed original of this written statement required by Section 906
has been provided to the Company and will be retained by the Company
and furnished to the Securities and Exchange Commission or its staff
upon request.
Report of Independent Certified Public Accountants
Board of Directors and Shareholders
Scientific Industries, Inc. and subsidiary
Bohemia, New York
We have audited the accompanying consolidated balance sheets of
Scientific Industries, Inc. and subsidiary as of June 30, 2003 and 2002,
and the related consolidated statements of income, shareholders' equity
and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of Scientific Industries, Inc. and subsidiary as of June 30, 2003
and 2002, and the consolidated results of their operations and
their consolidated cash flows for the years then ended in conformity
with accounting principles generally accepted in the United
States of America.
/s/ Nussbaum Yates & Wolpow, P.C.
_________________________________
Nussbaum Yates & Wolpow, P.C.
Melville, New York
August 27, 2003
F-1
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2003 and 2002
ASSETS
2003 2002
Current assets:
Cash and cash equivalents $ 107,600 $ 296,800
Investment securities 695,400 481,900
Trade accounts receivable, less
allowance for doubtful
accounts of $7,400 in 2003 and 2002 409,600 276,000
Inventories 582,200 679,100
Prepaid expenses and other current assets 64,600 63,200
--------- ---------
Total current assets 1,859,400 1,797,000
Investment securities - 51,900
Property and equipment, net 152,500 182,900
Deferred taxes 113,600 106,600
Intangible assets, less accumulated
amortization of $36,800 and $31,200
in 2003 and 2002 15,500 6,500
Other 75,400 94,500
---------- ----------
Total assets $2,216,400 $2,239,400
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 58,100 $ 84,400
Accrued expenses 126,300 181,200
---------- ----------
Total current liabilities 184,400 265,600
---------- ----------
Deferred compensation 43,800 59,500
---------- ----------
Commitments and contingencies
Shareholders' equity:
Common stock, $.05 par value;
authorized 7,000,000 shares;
issued 980,343 and 970,343 shares
in 2003 and 2002 49,000 48,500
Additional paid-in capital 971,200 960,900
Accumulated other comprehensive
income, unrealized holding gain on
investment securities 300 1,000
Retained earnings 1,020,100 956,300
---------- ---------
2,040,600 1,966,700
Less common stock held in treasury,
at cost, 19,802 shares 52,400 52,400
---------- ---------
Total shareholders' equity 1,988,200 1,914,300
---------- ---------
Total liabilities and
shareholders' equity $2,216,400 $2,239,400
========== ==========
See notes to consolidated financial statements
F-2
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED STATEMENS OF INCOME
YEARS ENDED JUNE 30, 2003 and 2002
2003 2002
Net sales $3,257,100 $3,457,300
Cost of sales 1,914,500 2,048,100
---------- ----------
Gross profit 1,342,600 1,409,200
---------- ----------
Operating expenses:
General and administrative 791,700 854,900
Selling 216,000 178,400
Research and development 292,300 289,600
---------- ----------
1,300,000 1,322,900
---------- ----------
Income from operations 42,600 86,300
---------- ----------
Other income (expense):
Interest income 15,100 14,500
Other income (expense), net ( 5,400) 4,700
----------- ----------
9,700 19,200
----------- ----------
Income before income tax
expense (benefit) 52,300 105,500
----------- ----------
Income tax expense (benefit):
Current ( 4,500) 33,300
Deferred ( 7,000) ( 5,000)
----------- ----------
( 11,500) 28,300
----------- ----------
Net income $ 63,800 $ 77,200
=========== ==========
Net income per common share - basic $ .07 $ .08
=========== ==========
Net income per common share - diluted $ .06 $ .08
=========== ==========
See notes to consolidated financial statements
F-3
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2003 AND 2002
Accumulated
Common Stock Additional Other
-------------- Paid-in Comprehensive
Shares Amount Capital Income (Loss)
------ ------- ---------- -------------
Balance, July 1, 2001 915,342 $45,800 $ 912,500 ($ 5,000)
------------
Net income - - - -
Other comprehensive gain:
Unrealized holding gain
arising during period - - - 6,000
Comprehensive income - - - -
Exercise of stock options 55,000 2,700 43,400 -
Exercise of stock warrant 1 - - -
Income tax benefit of
stock options exercised - - 5,000 -
-------- ------- -------- -----------
Balance, June 30, 2002 970,343 48,500 960,900 1,000
Net income - - - -
Other comprehensive loss:
Unrealized holding loss
arising during period - - - ( 700)
Comprehensive income - - - -
Exercise of stock options 10,000 500 6,100 -
Income tax benefit of
stock options exercised - - 4,200 -
-------- ------- -------- -----------
Balance, June 30, 2003 980,343 $49,000 $971,200 $ 300
======== ======= ======== ===========
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
Total
Retained Treasury Stock Shareholders'
Earnings Shares Amount Equity
-------- ------ ------ -------------
Balance, July 1, 2001 $879,100 19,802 $52,400 $ 1,780,000
-------------
Net income 77,200 - - 77,200
Other comprehensive gain:
Unrealized holding gain
arising during period - - - 6,000
-------------
Comprehensive income - - - 83,200
-------------
Exercise of stock options - - - 46,100
Exercise of stock warrant - - - -
Income tax benefit of stock
options exercised - - - 5,000
-------- ------- ------- -------------
Balance, June 30, 2002 956,300 19,802 52,400 1,914,300
-------------
Net income 63,800 - - 63,800
Other comprehensive loss:
Unrealized holding loss
arising during period - - - ( 700)
-------------
Comprehensive income - - - 63,100
-------------
Exercise of stock options - - - 6,600
Income tax benefit of stock
options exercised - - - 4,200
---------- ------- ------- -------------
Balance, June 30, 2003 $1,020,100 19,802 $52,400 $ 1,988,200
========== ======= ======= =============
See notes to consolidated financial statements
F-4
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002
Operating activities:
Net income $ 63,800 $ 77,200
--------- ---------
Adjustments to reconcile net income to net
cash provided by operating activities:
Gain on sale of investments ( 800) ( 4,400)
Loss on disposal of property and
equipment 6,400 -
Depreciation and amortization 65,400 65,300
Deferred income taxes ( 7,000) ( 5,000)
Income tax benefit of stock
options exercised 4,200 5,000
Changes in assets and liabilities:
Trade accounts receivable ( 133,600) 24,400
Inventories 96,900 ( 102,700)
Prepaid expenses and other
current assets ( 1,400) 8,500
Other assets 19,100 56,400
Accounts payable ( 26,300) ( 68,100)
Accrued expenses ( 54,900) 92,400
Deferred compensation ( 15,700) ( 14,500)
---------- ----------
Total adjustments ( 47,700) 57,300
---------- ----------
Net cash provided by
operating activities 16,100 134,500
---------- ----------
Investing activities:
Purchase of investment securities,
available for sale ( 241,500) ( 138,300)
Purchase of investment securities,
held to maturity ( 113,700) ( 308,200)
Redemption of investment securities,
available for sale 80,000 156,500
Redemption of investment securities,
held to maturity 110,600 175,000
Capital expenditures ( 63,800) ( 43,600)
Proceeds from sale of property
and equipment 31,000 -
Purchase of intangible assets ( 14,500) ( 600)
---------- ---------
Net cash used in investing
activities ( 211,900) ( 159,200)
---------- ---------
Financing activities,
proceeds from exercise of stock
options 6,600 46,100
---------- ---------
Net increase (decrease) in cash and
cash equivalents ( 189,200) 21,400
Cash and cash equivalents,
beginning of year 296,800 275,400
---------- ---------
Cash and cash equivalents, end of year $ 107,600 $ 296,800
========== =========
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 29,800 $ 6,500
========= ==========
See notes to consolidated financial statements
F-5
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Scientific Industries, Inc. and Scientific Packaging
Industries, Inc., its inactive wholly-owned subsidiary (collectively
referred to as the "Company"). All material intercompany balances
and transactions have been eliminated.
Revenue Recognition
Sales are recorded when the goods are shipped to customers
and title passes.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
Accounts Receivable
In order to record the Company's accounts receivable at their net
realizable value, the Company must assess their collectibility.
A considerable amount of judgment is required in order to make
this assessment, including an analysis of historical bad debts and
other adjustments, a review of the aging of the Company's receivables,
and the current creditworthiness of the Company's customers.
The Company has recorded allowances for receivables which it considered
uncollectible, including amounts for the resolution of potential credit
and other collection issues such as disputed invoices, customer
satisfaction claims and pricing discrepancies. However, depending on
how such potential issues are resolved, or if the financial condition
of any of the Company's customers was to deteriorate and their ability
to make required payments became impaired, increases in these
allowances may be required. The Company actively manages its
accounts receivable to minimize credit risk. The Company does not
obtain collateral for its accounts receivable.
Investment Securities
Securities which the Company has the ability and positive intent
to hold to maturity are carried at amortized cost. Substantially
all held-to-maturity securities mature within one year. Securities
available for sale are carried at fair value with unrealized gains or
losses reported in a separate component of shareholders' equity.
Realized gains or losses are determined based on the specific
identification method.
F-6
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies (Continued)
Inventories
Inventories are stated at the lower of cost (first-in, first-out
basis) or market.
Property and Equipment
Property and equipment are stated at cost. Depreciation of
computer equipment, machinery and equipment and furniture and fixtures
is provided for primarily by the straight-line method over the
estimated useful lives of the assets. Leasehold improvements are
amortized by the straight-line method over the term of the related
lease or the estimated useful lives of the assets, whichever is
shorter.
Intangible Assets
Intangible assets consist of patents and trademarks being
amortized on a straight-line basis over five years. Amortization
expense of intangible assets for the years ended June 30, 2003 and
2002 was $6,000. Estimated future annual amortization expense is
expected to be similar.
Asset Impairment
The Company reviews its long-lived assets annually to determine
whether facts and circumstances exist which indicate that the carrying
amount of assets may not be recoverable or the useful life is shorter
than originally estimated. The Company assesses the recoverability of
its assets by comparing the projected undiscounted net cash flows
associated with the related asset or group of assets over their
remaining lives against their respective carrying amounts.
Impairment, if any, is based on the excess of the carrying amount
over the fair value of those assets. If assets are determined to be
recoverable, but the useful lives are shorter than originally
estimated, the net book value of the assets is depreciated over
the newly determined remaining useful lives.
Income Taxes
The Company accounts for income taxes according to the
provisions of Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes". Under the liability
method specified by SFAS 109, deferred tax assets and liabilities
are determined based on the difference between the financial
statement and tax bases of assets and liabilities as measured by
the enacted tax rates which will be in effect when these
differences reverse. Deferred tax expense is the result
of changes in deferred tax assets and liabilities. Deferred income
taxes result principally from the timing of the deductibility of the
rent accrual, inventory adjustments, deferred compensation, the
use of accelerated methods of depreciation and amortization for tax
purposes, and tax credit carryforwards.
F-7
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies (Continued)
Stock Compensation Plan
During the year ended June 30, 2003, the Company established a
new ten-year stock option plan (the "2002 Plan") which provides for
the future grant of options to purchase up to 100,000 shares of
the Company's Common Stock, par value $.05 per share ("Common Stock"),
plus to the extent that options previously granted under the 1992
Stock Option Plan of the Company (the "Prior Plan") expire or
terminate for any reason without having been exercised, then options
exercisable for that same number of shares of Common Stock, up to a
maximum of one hundred sixty thousand (161,000) shares, may be
granted pursuant to the 2002 Plan. The 2002 Plan provides for the
granting of incentive or non-incentive stock options as defined in the
2002 Plan. Incentive stock options may be granted to employees at
an exercise price equal to 100% (or 110% if the optionee owns directly
or indirectly more than 10% of the outstanding voting stock) of the
fair market value of the shares of Common Stock on the date of the
grant. Non-incentive stock options shall be granted at an exercise
price not less than 85% of the fair market value of the shares of
Common Stock on the date of grant. The 2002 Plan also stipulates that
none of Messrs. Joseph I. Kesselman, Arthur M. Borden, Roger B. Knowles,
Lowell A. Kleiman and James S. Segasture shall be eligible to receive
option grants under the 2002 Plan. However the Prior Plan provided that
each non-employee member of the Board of Directors be granted, annually
commencing March 1993, for a period of four years, a ten-year option to
purchase 3,000 shares of Common Stock at the fair market value on the
date of grant and commencing annually in December 1997, for as long
a director, a ten-year option to purchase 4,000 shares of Common Stock
at the fair market value on the date of grant. No options have been
granted to directors of the Company since December 2001. The options
expire at various dates through October 2012. At June 30, 2003,
93,000 shares of Common Stock were available for grant under the
2002 Plan plus 15,000 shares which expired under the Prior Plan.
The Company has elected to account for its employee stock options
under APB Opinion No. 25, "Accounting for Stock Issued to Employees,"
under which no compensation expense is recognized for options granted
under fixed plans when the option price is not less than the fair
market value of the underlying common stock on the date of grant.
Pro forma information regarding net income and earnings per share,
however, is required under Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation," (SFAS No. 123) for
entities continuing to apply APB No. 25. For disclosure purposes,
the Company has estimated the fair value of its employee stock
options on the date of grant using the Black-Scholes option pricing
model with the following weighted average assumptions used for stock
options granted in 2003 and 2002, respectively:
F-8
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies (Continued)
Stock Compensation Plan (Continued)
2003 2002
Expected life (in years) 10 10
Risk-free interest rate 4.39% 5.54%
Expected volatility 35.74% 36.68%
Dividend yield 0.00% 0.00%
Under the above model, the total value of stock options granted
in 2003 and 2002 was $4,800 and $22,600 respectively, which would be
amortized ratably on a pro forma basis over the related vesting
periods of three years. Had compensation cost been determined based
upon the fair value of the stock options at grant date for all awards,
the Company's net income and earnings per share would have been
reduced to the pro forma amounts indicated below:
2003 2002
Net income:
As reported $63,800 $77,200
Pro forma $63,000 $49,600
Basic earnings per share:
As reported $ .07 $ .08
Pro forma $ .07 $ .05
Diluted earnings per share:
As reported $ .06 $ .08
Pro forma $ .06 $ .05
Stock-based employee compensation cost,
net of related tax effects, included
in the determination of net income
as reported $ -0- $ -0-
The SFAS No. 123 method of accounting does not apply to options
granted prior to January 1, 1995 and, accordingly, the resulting
pro forma compensation cost may not be representative of that to be
expected in future years.
F-9
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
1. Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and judgments that
affect the amounts reported in the financial statements and
accompanying notes. The accounting estimates that require management's
most difficult and subjective judgments include the assessment of
recoverability of long-term assets and the recognition and measurement
of income tax assets and liabilities. The actual results experienced
by the Company may differ materially from management's estimates.
Net Income Per Common Share
Basic net income per common share is computed by dividing net
income by the weighted-average number of shares outstanding. Diluted
net income per share includes the dilutive effect of stock
options and warrants.
Recent Accounting Pronouncements
Recent accounting pronouncements not reflected herein do not
have a material effect on the Company's financial statements.
2. Line of Business and Concentrations
The Company is engaged in the manufacturing and marketing of
equipment for research in university, hospital and industrial
laboratories. The Company believes that it has only one reportable
segment. Approximately 86% in 2003 and 92% in 2002 of sales are
generated from the Vortex-Genie (registered trademark) 2 mixer and
related accessories.
Certain information relating to the Company's export sales and
principal customers is as follows:
2003 2002
Export sales (principally
Europe and Asia) $1,583,700 $1,522,900
Customers in excess of 10% of
net sales:
Largest in 2003 and 2002 867,000 1,141,100
Second largest in 2003 and 2002 488,600 337,100
Accounts receivable from these two customers amounted to
approximately 39% and 37% of total accounts receivable at
June 30, 2003 and 2002.
F-10
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
3. Investment Securities
Details as to investment securities are as follows:
Gross Cost or Unrealized
Amortized Fair Holding Gain
Cost Value (Loss)
At June 30, 2003:
Available for sale:
Equity securities $ 20,700 $ 18,800 ($1,900)
Mutual funds 511,000 513,200 2,200
--------- --------- --------
$531,700 $532,000 $ 300
========= ========= ========
Held-to-maturity:
State and municipal bonds,
due in one year or less $163,400 $163,600 $ 200
========= ========= ========
Gross Cost or Unrealized
Amortized Fair Holding
Cost Value Gain (Loss)
At June 30, 2002:
Available for sale:
Equity securities $ 20,700 $ 18,500 ($2,200)
Mutual funds 348,800 352,000 3,200
--------- --------- --------
$369,500 $370,500 $1,000
========= ========= ========
Held-to-maturity:
State and municipal bonds,
due in one year or less $111,400 $111,200 ($ 200)
State and municipal bonds, due
September 15, 2003 51,900 51,900 -
-------- -------- --------
$163,300 $163,100 ($ 200)
======== ======== ========
F-11
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
4. Inventories
2003 2002
Raw materials $532,100 $445,700
Work-in-process 4,700 102,500
Finished goods 45,400 130,900
-------- --------
$582,200 $679,100
======== ========
5. Property and Equipment, Net
Useful Lives
(Years) 2003 2002
Computer equipment 3 - 5 $167,000 $196,600
Machinery and equipment 3 - 7 272,200 256,000
Furniture and fixtures 4 - 10 70,800 71,500
Leasehold improvements 1 - 8 35,200 34,900
-------- --------
545,200 559,000
Less accumulated depreciation and
amortization 392,700 376,100
-------- --------
$152,500 $182,900
======== ========
6. Bank Line of Credit
The Company has a $200,000 secured bank line of credit collateralized by
all the assets of the Company. The credit line expires on
November 1, 2003 and bears interest at prime plus 1%. The Company
did not utilize this credit line during the years ended June 30, 2003
and 2002. To support the line of credit available, the Company is
required to maintain 20% of the credit line in average monthly balances.
F-12
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
7. Employee Benefit Plan
The Company has a 401(k) profit sharing plan for all eligible
employees as defined in the Plan. The Plan provides for voluntary
employee salary contributions from 1% to 15% not to exceed the
statutory limitation provided by the Internal Revenue Code. The
Company shall match 50% of each participant's salary deferral
election, up to a maximum amount for each participant of 2% of
their compensation. The Company also has the option to make an
additional profit sharing contribution to the Plan. Employer
matching contributions to the Plan amounted to $10,600 in 2003
and $16,500 in 2002.
8. Commitments and Contingencies
Lease
The Company is obligated through December 2004 under a
noncancelable operating lease for its premises, which requires
minimum annual rentals and certain other expenses, including
real estate taxes and insurance. Rental expense under the
lease amounted to approximately $237,400 in 2003 and $232,700
in 2002.
As of June 30, 2003, the Company's approximate future
minimum rental payments under the above lease are as follows:
Fiscal Years
2004 $239,800
2005 122,900
In accordance with generally accepted accounting principles,
the future minimum annual rental expense, computed on a level basis,
will be approximately $223,100 under the terms of the lease.
Accrued rent, payable in future years, amounted to $28,000 and
$33,000 at June 30, 2003 and 2002.
Employment Contracts
The Company had an employment contract (which expired June
30, 2002) with its former President. On August 29, 2002, the
Company decided to terminate his employment. The contract
provided for an annual salary of $160,000 and also granted the
President a five-year option to purchase 10,000 shares of common
stock at $1.50 per share which expired prior to exercise.
F-13
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
8. Commitments and Contingencies (Continued)
Employment Contracts (Continued)
Pursuant to the employment contract, the former President chose
that a portion of compensation earned in prior years be deferred to
future years. The deferred amounts are to be placed in a separate
investment account and all earnings and losses thereon are for his
benefit. As of June 30, 2003 and 2002, $58,400 and $74,400 was
segregated into such an account and is included as an asset. The
balance due to him is payable out of (but not secured by) the account,
in five equal annual installments as adjusted by market fluctuations
commencing after the termination of employment. Accordingly, $14,600
has been classified as a short-term asset and liability and $43,800 as
a long-term asset and liability at June 30, 2003. For the year ended
June 30, 2003, $12,700 was paid to the former President.
During the year ended June 30, 2003, the Company entered into
employment agreements with both its current President and Executive
Vice President for two-year periods expiring December 31, 2004.
The agreements with its President and Vice President provide for a base
salary for the first year of $100,000 and $95,000, respectively, with
the salary for calendar 2004 to be determined by the Board of
Directors, but to be not less than the base salary. The agreements
also provide for discretionary performance-related annual bonuses.
Other
A financial advisor employed by the Company pursuant to an
engagement letter that was not extended by the Company beyond its
expiration date of March 31, 2002 asserted a claim against the Company
in April 2002 in the amount of $125,000 for alleged services rendered
to the Company that were alleged to be outside the scope of the letter.
The Company denies engaging the financial advisor for any services
outside the scope of the engagement letter or that any amounts are
owing to the advisor. The Company's counsel has advised the Company
that based on its review of the engagement letter and the Company's
denial, it is unlikely that the financial advisor will prevail if it
institutes a legal proceeding. Accordingly, no provision for loss
has been recorded by the Company at June 30, 2003.
During the year ended June 30, 2003, the Company entered into
a two-year consulting agreement through December 31, 2004 with a
member of its Board of Directors for marketing consulting services.
The agreement provides that the director will be paid a monthly fee of
$3,000 for a certain number of consulting days as defined in the
agreement.
F-14
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
9. Income Taxes
Income taxes (benefit) for 2003 and 2002 were different from the
amounts computed by applying the Federal income tax rate to the income
before income taxes due to the following:
2003 2002
---------------- --------------
% of % of
Pretax Pretax
Amount Income Amount Income
Computed "expected" income tax $17,800 34.0% $35,900 34.0%
Research and development credits ( 18,600) (36.0 )( 18,300) (17.3)
Other ( 10,700) (20.0 ) 10,700 10.1
--------- ------- -------- ------
Actual income taxes (benefit) ($11,500 (22.0 ) $28,300 26.8%
========= ======= ======== ======
Deferred tax assets and liabilities consist of the following:
2003 2002
Deferred tax assets:
Amortization of intangibles $ 7,900 $ 8,100
Deferred compensation 17,500 25,300
Rent accrual 8,400 11,200
Tax credit carryforwards 77,500 56,100
Other 15,700 18,600
---------- ----------
127,000 119,300
Deferred tax liability:
Depreciation of property and
equipment ( 13,400) ( 12,700)
----------- -----------
Net deferred tax assets $ 113,600 $ 106,600
=========== ===========
At June 30, 2003, the Company had tax credit carryforwards of
approximately $77,500 expiring in 2019 through 2023.
F-15
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
10. Stock Options and Warrant
Option activity is summarized as follows:
Fiscal 2003 Fiscal 2002
Weighted- Weighted-
Average Average
Exercise Exercise
Shares Price Shares Price
------- ------- -------- ----------
Shares under option:
Outstanding at beginning
of year 165,000 $1.39 225,000 $1.19
Granted 7,000 $1.25 16,000 2.40
Exercised ( 10,000) .66 ( 31,000) 1.22
Expired - - ( 20,000) 1.41
Forfeited ( 15,000) 1.06 ( 25,000) .38
--------- ---------
Outstanding at end of year 147,000 $1.47 165,000 $1.39
========= ===== ========= =====
Options exercisable at
year-end 140,000 $1.48 165,000 $1.39
========= ===== ========= =====
Weighted average fair
value per share of options
granted during fiscal
2003 and 2002 $ .69 $1.41
===== =====
The following table summarizes information about the options
outstanding at June 30, 2003:
Options Outstanding Options Exercisable
--------------------------------- ------------------------
Weighted-
Average Weighted- Weighted-
Range of Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Prices Outstanding Life (Years) Price Outstanding Price
- -------- ----------- ------------ ---------- ----------- ---------
$1.25 - $2.40 103,000 5.50 $1.74 96,000 $1.77
$.50 - $.94 44,000 4.26 .85 44,000 .85
F-16
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
10. Stock Options and Warrant (Continued)
During the year ended June 30, 2003, three directors and an
officer exercised options under the Prior Plan to acquire a total of
10,000 shares at $.50 to $.94 per share. During the year ended
June 30, 2002, four directors exercised options under the Prior Plan
to acquire a total of 31,000 shares at $.50 to $2.00 per share.
In addition, in February 1992, the Company granted to four
non-employee members of the board of directors, ten-year options
for each to purchase 12,000 shares of Common Stock, at an exercise
price of $.35, not covered under either Plan. The options were
exercisable one-third within one year from the date of grant and
one-third in each of the following two years. In March 1993,
three directors each exercised 8,000 options. During the year
ended June 30, 2002, the remaining 24,000 options were
exercised by the directors.
The Company has a stock purchase warrant outstanding covering
17,391 shares of the Company's common stock issued during 2001 for
services. The warrant has an exercise price of $1.4375 per
share and expires on February 5, 2006. During the year ended
June 30, 2003, none of the warrants were exercised. During the year
ended June 30, 2002, one share was issued upon warrant exercise.
11. Net Income Per Common Share
Net income per common share data was computed as follows:
2003 2002
Net income $ 63,800 $ 77,200
========= =========
Weighted average common shares
outstanding 955,766 930,704
Effect of dilutive securities,
stock options and warrant 38,343 79,175
--------- ---------
Weighted average dilutive
common shares outstanding 994,109 1,009,879
========= =========
Net income per common share -
basic $ .07 $ .08
========= =========
Net income per common share -
diluted $ .06 $ .08
========= =========
F-17
SCIENTIFIC INDUSTRIES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED JUNE 30, 2003 AND 2002
11. Net Income Per Common Share (Continued)
Unexercised employee stock options to purchase 56,000 and
59,000 shares of common stock at $1.875 to $2.40 per share were
outstanding as of June 30, 2003 and 2002, respectively, but were
not included in the foregoing potential computation because the
options' exercise price was greater than the average market price
of the Company's common stock.
12. Fair Value of Financial Instruments
The financial statements include various estimated fair
value information as of June 30, 2003 and 2002, as required by
Statement of Financial Accounting Standards 107, "Disclosure about
Fair Value of Financial Instruments." Such information, which
pertains to the Company's financial instruments, is based on the
requirements set forth in that statement and does not purport to
represent the aggregate net fair value of the Company. The following
methods and assumptions were used to estimate the fair value of each
class of financial instruments for which it is practicable
to estimate that value.
The carrying value of cash and cash equivalents and investment
securities approximates fair market value because of the short maturity
of those instruments.
The following table provides summary information on the fair
value of significant financial instruments included in the financial
statements:
2003 2002
------------------- -------------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- --------- -------- ---------
Assets:
Cash and cash equivalents $107,600 $107,600 $296,800 $296,800
Investment securities (Note 3)$695,400 $695,600 533,800 533,600
F-18