UNITED 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-12
SCIENTIFIC INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(5) Total fee paid:
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[ ] 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.
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(4) Date Filed:
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SCIENTIFIC INDUSTRIES INC.
(LETTERHEAD)
October 26, 2006
Dear Fellow Stockholders:
You are cordially invited to attend the 2006 Annual
Meeting of Stockholders of Scientific Industries, Inc. which
will be held at 11:00 a.m. (New York time) on Monday,
December 4, 2006 at the Holiday Inn Hotel, 3845 Veterans
Memorial Highway, Ronkonkoma, New York 11779.
Information concerning the matters to be considered
and voted upon at the Annual Meeting is set out in the
attached Notice of 2006 Annual Meeting of Stockholders and
Proxy Statement.
It is important that your shares be represented at
the 2006 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 G. Cremonese
______________________
Joseph G. Cremonese
Chairman
<page>
SCIENTIFIC INDUSTRIES, INC.
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
_____________
NOTICE OF 2006 ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 4, 2006
Notice is hereby given that the 2006 Annual
Meeting of Stockholders (the "Annual Meeting") of Scientific
Industries, Inc., a Delaware corporation (the "Company"),
will be held on Monday, December 4, 2006, at 11:00 a.m. (New
York time) at the Holiday Inn Hotel, 3845 Veterans Memorial
Highway, Ronkonkoma, New York, 11779, for the following
purposes:
1. To elect two Class A 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, 2009
and until the election and qualification of
their respective successors.
2. To ratify the appointment of Nussbaum Yates &
Wolpow, P.C. as the Company's independent
registered public accounting firm for the
fiscal year ending June 30, 2007.
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 October 30, 2006, 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.
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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 30, 2006
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
<page>
SCIENTIFIC INDUSTRIES, INC.
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
PROXY STATEMENT
_________________
2006 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 4, 2006
_________________
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 2006 Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Holiday Inn Hotel, 3845
Veterans Memorial Highway, Ronkonkoma, New York, 11779, on
Monday, December 4, 2006, at 11:00 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, 2009, and
the election and qualification of their respective
successors; (2) ratify the appointment of Nussbaum Yates &
Wolpow, P. C., as the Company's independent registered
public accounting firm for the fiscal year ending June 30,
2007; and (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 October 30, 2006 (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 1,000,352 shares of Common Stock
issued and outstanding. Each share of Common Stock is
entitled to one vote.
The 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 as of the
Record Date is necessary to constitute a quorum.
Abstentions and broker "non-votes" are included in the
determination of the number of shares of Common Stock
present at the Annual Meeting for quorum 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.
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 withhold or abstain from voting. The
proxies, when properly executed and returned to the Company,
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
<page>
Board's nominees, Arthur M. Borden
and James S. Segasture, as Directors of the Company; and (2)
the ratification of the appointment by the Board of
Directors of Nussbaum Yates & Wolpow, P.C., as the Company's
independent registered public accounting firm for the fiscal
year ending June 30, 2007.
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
designated spaces are provided on the proxy card for
stockholders to mark if they wish either to vote for or
withhold authority to vote for the nominees for Directors,
or to vote for or against or to abstain from voting for the
proposal to ratify the appointment of the Company's
independent registered public accounting firm.
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 Company's Annual Report will be
mailed to the Company's stockholders on or about November 3,
2006.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of October 30, 2006
certain information as to each person who to the Company's
knowledge, 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* 187,250 (1) 18.6
Lowell A. Kleiman 139,581 (2) 14.0
16 Walnut Street
Glen Head, NY 11545
Joseph I. Kesselman* 64,120 (3) 6.3
Arthur M. Borden* 60,740 (4) 6.0
______________
* 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.
<page>
*** 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 4,000 shares issuable upon exercise
of options and 493 shares owned by his wife.
(2) Based on information reported in his Schedule
13(d) filed with the Securities and Exchange
Commission on October 30, 2002.
(3) Includes 20,000 shares issuable upon exercise
of options and 735 shares of Common Stock
owned jointly with his wife.
(4) Includes 20,000 shares issuable upon exercise
of options.
<page>
PROPOSAL 1
ELECTION OF DIRECTORS
GENERAL
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. The Company
has agreed in principle to acquire the outstanding capital
stock of Altamira Instruments Inc., a privately held
producer and seller of catalyst research instruments, and if
effected, to appoint its President and principal
stockholder, Grace Morin, a Director. In such event, the
Board of Directors intends to expand the Board of Directors
to six and appoint Ms. Morin as a Class B Director. At the
Annual Meeting, two Class A Directors are to be elected to
serve until the annual meeting of stockholders with respect
to the fiscal year ending June 30, 2009, and until their
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 said nominees 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. The 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 as 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
The Board of Directors has designated Messrs. Arthur
M. Borden and James S. Segasture, both currently Class A
Directors, as their nominees for election.
Arthur M. Borden, Esq. (age 86), a Director since
1974, has been counsel to the law firm of Katen Muchin Zavis
Rosenman (formerly Rosenman & Colin) during the past five
years. He is a director of Supreme Industries, Inc., a
nationwide manufacturer of specialized truck bodies.
James S. Segasture (age 70), a Director since 1991,
has been a private investor since February 1990.
OTHER DIRECTORS
Mr. Joseph I. Kesselman (age 81) is a Class B
Director (the current term of Class B Directors expires at
the annual meeting with respect to the fiscal year ending
June 30, 2007). Mr. Kesselman, a Director since 1961 and
Chairman of the Board of Directors from August 29, 2002
until February 2006, has been for more than five years a
consultant to various corporations. He is a director of
Nuclear and Environmental Protection Inc., Hopare Holding,
S.A. (a Swiss company), and Infranor Inc., a developer and
manufacturer of servo systems.
Joseph G. Cremonese (age 70) and Roger B. Knowles
(age 81) are Class C Directors whose current terms expire at
the annual meeting with respect to the fiscal year ending
June 30, 2008.
<page>
Mr. Cremonese, a Director since November 2002 and
Chairman of the Board since February 2006, has been a
marketing consultant to the Company since 1996. He 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 of and
consultant to Proteomics, Inc., a producer of recombinant
proteins for medical research. Prior to 1991, he had been
employed by Fisher Scientific, which had been until May 2006
a distributor for and the largest customer of the Company.
Mr. Knowles, a Director since 1965, is retired.
During the past five years he has been involved in
liquidating various real estate and manufacturing concerns.
If the acquisition of Altamira Instruments, Inc.
described above is effected, the Board of Directors intends
to appoint Grace Morin as a Class B Director to serve until
the Annual Meeting of Stockholders with respect to the
fiscal year ending June 30, 2007. Ms. Morin has been
President, Director and principal stockholder of Altamira
since December 2003. Prior thereto she was a general
business consultant for two years, and prior to that she was
a member of senior management of a designer of gas flow
environmental engineered products for approximately four years.
STOCK OWNERSHIP
The following table sets forth, as of October 30,
2006, the number of shares of Common Stock beneficially
owned by (i) each Director of the Company, including the
nominees for Directors, (ii) each executive officer of the
Company identified in the Summary Compensation Table under
"Executive Officers," and (iii) all directors and executive
officers as a group.
Beneficial Owner Number Percentage
________________ ______ __________
Arthur M. Borden 60,740(1) 6.0%
Joseph G. Cremonese 22,410(2) 2.2%
Joseph I. Kesselman 64,120(3) 6.3%
Roger B. Knowles 43,595(4) 4.3%
James S. Segasture 187,250(5) 18.6%
Helena R. Santos 21,000(6) 2.1%
Robert P. Nichols 27,800(7) 2.7%
All current directors and 426,915(8) 38.5%
executive officers as a
group (7 persons)
(1) Includes 20,000 shares issuable upon exercise
of options.
(2) Includes 16,200 shares owned jointly with his
wife and 5,000 shares issuable upon exercise
of options.
(3) Includes 20,000 shares issuable upon exercise
of options and 735 shares of Common Stock
owned jointly with his wife.
(4) Includes 22,258 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 20,000 shares
<page>
issuable upon exercise of options.
(5) Includes 4,000 shares issuable upon exercise
of options and 493 shares owned by his wife.
(6) Includes 15,000 shares issuable upon exercise
of options.
(7) Includes 25,000 shares issuable upon exercise
of options.
(8) Includes 109,000 shares issuable upon
exercise of options.
BOARD COMMITTEES
Joseph I. Kesselman and James S. Segasture
have been appointed 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 ("2002 Plan").
The Board of Directors acts as the Company's
Audit Committee.
MEETINGS
During the fiscal year ended June 30, 2006,
the Board of Directors held seven meetings, at each of
which all Directors were present.
DIRECTORS' COMPENSATION AND OPTIONS
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. Mr. Joseph I. Kesselman,
until February 2006, and Mr. Joseph G. Cremonese, since
February 2006, also received as Chairman of the Board, a
monthly fee of $750. (See "Related Transactions" for
consulting fees paid by the Company to Mr. Cremonese's
affiliate). During fiscal 2006, the fees to non-employee
Directors aggregated $44,000.
Pursuant to the Company's 1992 Stock Option Plan
("1992 Plan") options to purchase
3,000 shares of Common Stock at the then fair market value
were granted 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, namely Messrs. Borden,
Kesselman, Knowles and Segasture. In addition, in December
1997 and through December 2001 the Board of Directors
granted annually under the 1992 Plan options to purchase
4,000 shares of Common Stock to each of them exercisable at
the fair market value on the date of grant. Accordingly, as
of June 30, 2006, the Company had granted under the 1992
Plan to the foregoing four non-employee Directors options to
purchase an aggregate of 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. As of June 30, 2006, options under the 1992
Plan with respect to 58,000 shares had been exercised by the
Directors. In addition, they had exercised options with
respect to 48,000 shares granted to them prior to the
adoption of the 1992 Plan.
Under the Company's 2002 Plan, none of the Directors
at the time of the adoption by the Board of Directors of the
2002 Plan (subsequently approved by stockholders) were eligible
to receive option grants. Mr. Joseph G. Cremonese who was
elected Director at the 2002 Annual Meeting of Stockholders,
was granted on December 1, 2003 an option to purchase
<page>
5,000 shares of Common Stock at the fair market value of $1.35.
EXECUTIVE OFFICERS
The following are the Executive Officers of the Company:
Helena R. Santos, CPA (age 42), employed by the
Company since 1994, was appointed in August 2002 as President,
Chief Executive Officer and Treasurer. Previously she served as
Vice President, Controller from 1997 and Secretary from May
2001. Ms. Santos 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 45), employed by the Company
since February 1998, was
appointed in August 2002 as Executive Vice President. He
had been Vice President, Engineering from May 2001. Prior
to joining the Company, Mr. Nichols was an Engineer Manager
with Bay Side Motion Group, a precision motion equipment
manufacturer, from January 1996 to February 1998.
The executive officers of the Company are elected by
the Board of Directors and hold office until their respective
successors are elected and 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 person other than the Company
regarding election as an officer. There are no family
relationships between any Director and any executive officer
of the Company.
The Company's employment agreements with Ms. Helena
R. Santos and Mr. Robert P. Nichols are effective through
December 31, 2006 and provide for base annual salaries of
$110,000 for Ms. Santos and $105,000 for Mr. Nichols. Each
agreement authorizes annual bonuses by the Board based upon
performance criteria and contains noncompetition and
confidentiality covenants. No bonus has been authorized
by the Board.
The following table summarizes all compensation paid by
the Company to its Chief Executive Officer and President,
and Executive Vice President with respect to each of the
three fiscal years ended June 30, 2006, 2005 and 2004. No
other executive officer earned in excess of $100,000 in any
of such fiscal periods.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
All Other
Fiscal Compen-
Name Year Salary(*) Bonus sation
_______________________ ______ _________ _____ _________
Helena R. Santos, 2006 $112,100 $- $-
Chief Executive Officer, 2005 $108,200 $- $-
President, and Chief 2004 $100,000 $- $-
Financial Officer
Robert P. Nichols, 2006 $107,000 $- $-
Executive Vice President 2005 $103,200 $- $-
2004 $ 95,000 $- $-
<page>
(*) - Includes payments in lieu of accrued personal
and sick time in accordance with the Company's policy for
all employees.
None of the executive officers received or exercised
stock options during the year ended June 30, 2006.
RELATED TRANSACTIONS
Mr. Cremonese, who was elected a Class C Director at
the Annual Meeting of Stockholders in November 2002 or
his affiliate, Laboratory Innovation Company, Ltd.,
have been providing independent marketing consulting
services to the Company for approximately nine years.
The services have been rendered since January 1, 2003
pursuant to a consulting agreement which was amended
in March 2005. The agreement, as amended, provides that
Mr. Cremonese and his affiliate render, at the request
of the Company, through December 31, 2006 marketing
consulting services of at least 72, but not
more than 96, days per year at the rate of $500, per day
with a monthly payment of $3,000, with the Company's
obligation reduced to the extent the consulting services are
less than 72 days for the 12 month period. The agreement
contains confidentiality and non-competition covenants.
During fiscal 2006 and 2005, the Company paid an aggregate
of $35,400 and $31,000, respectively, for the consulting
services.
SECTION 16(A) REPORTING
The Company believes that, for the year ended June
30, 2006, its officers, directors and 10% stockholders
timely complied with all filing requirements of Section
16(a) of the Securities Exchange Act of 1934, as amended.
<page>
PROPOSAL 2
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors, subject to stockholders'
approval, appointed Nussbaum Yates & Wolpow, P.C. ("NY&W")
as the Company's independent registered public accounting
firm of the Company for its financial statements for fiscal
year ending June 30, 2007. 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, and 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. 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 registered public 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 following is a description of the fees
incurred by the Company for services by NY&W
during the fiscal years ended June 30, 2006 and 2005:
Audit Fees: The Company incurred fees of NY&W
of approximately $24,500 and $23,400 in connection with
its audit of the Company's financial statements for
fiscal years ended June 30, 2006 and 2005, respectively,
and $2,850 and $2,700 in connection with the review of the
Company's interim financial statements included in the
Company's Quarterly Reports on Form 10-QSB during the
fiscal years ended June 30, 2006 and 2005, respectively.
Tax Fees: The Company incurred fees of NY&W of
approximately $4,000 for each of the fiscal years ended
June 30, 2006 and 2005, in connection with preparation
of the corporate tax returns.
Financial Information Systems Design and
Implementation Fees: The Company did not engage NY&W
during each of the two years to provide advice
to the Company regarding financial information systems
design and implementation.
Other Fees: The Company paid $3,600 in fiscal
2005 to NY&W in connection with its review of amendments of
the Company's annual and quarterly reports filed under the
Securities Exchange Act of 1934 in fiscal 2005. NY&W did
not perform other non-audit services in fiscal year 2006 or
2005.
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 REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL
YEAR ENDING JUNE 30, 2007.
<page>
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, 2006, INCLUDES ITS
ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR WHICH WAS FILED
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON
SEPTEMBER 29, 2006. THE ANNUAL REPORT TO STOCKHOLDERS ON
FORM 10-KSB 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 2007 Annual Meeting of
Stockholders following the year ending June 30, 2007 must be
received by the Secretary of the Company for inclusion in the
appropriate proxy materials no later than July 7, 2007.
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.
By Order of Your Board of Directors
/s/ Robert P. Nichols
_____________________
Robert P. Nichols
Secretary
Bohemia, New York
October 30, 2006
<page>
___________________________________________________________________
SCIENTIFIC INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
December 4, 2006
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph G. Cremonese and Helena R.
Santos, 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
2006 Annual Meeting of Stockholders of the Company (the "Annual Meeting"),
to be held at the Holiday Inn Hotel, 3845 Veterans Memorial Highway,
Ronkonkoma, New York, on Friday, December 4, 2006 at 11:00 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 A Directors:
ARTHUR M. BORDEN ROGER B. KNOWLES
FOR both nominees ( ) WITHHOLD for both nominees ( )
If you do not wish your shares voted FOR one of the two nominees, draw
a line through that person's name above.
2. Proposal to ratify the appointment of Nussbaum, Yates &
Wolpow, P.C., as independent auditors of the
Company for the fiscal year ending June 30, 2007.
FOR ( ) AGAINST ( ) ABSTAIN ( )
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.
_____________________________________________________________________
BACK OF CARD
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 PROPOSAL NO. 2 LISTED ON THE REVERSE SIDE OF THIS CARD.
You 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 being 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
hereon. 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:___________,2006 _______________________________
Signature
PLEASE COMPLETE, SIGN, DATE __________________________________
AND RETURN THE PROXY CARD Signature, if held by joint owners
PROMPTLY USING THE
ENCLOSED ENVELOPE.