As filed with the Securities and Exchange Commission on March 19, 2008
File No. 333-103501
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8/A
Registration Statement
Under the Securities Act of 1933
SCIENTIFIC INDUSTRIES, INC.
(Name of Registrant in its charter)
DELAWARE 04-2217279
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
(631) 567-4700
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
2002 Stock Option Plan
(Full Title of the Plan)
MS. HELENA R. SANTOS
SCIENTIFIC INDUSTRIES, INC.
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
(631) 567-4700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Leo Silverstein, Esq.
Reitler Brown & Rosenblatt LLC
800 Third Avenue, 21st Floor
New York, New York 10022
(212) 209-3050
(212) 371-5500 Fax
<page>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS POST-EFFECTIVE AMENDMENT TO THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE POST-EFFECTIVE AMENDMENT TO THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
EXPLANATORY NOTE
Pursuant to Rule 429 promulgated under the Securities Act of 1933,
as amended, the Prospectus included herein relates to two Registration
Statements on Form S-8 (Registration Nos. 333-103501 and 333-122504).
The Registration Statement as amended constitutes the Post-Effective
Amendment No. 1 of the Registration Statement on Form S-8 (Registration
No. 333-133501) and Post Effective Amendment No. 1 to the Registration
Statement on Form S-8 (Registration No. 333-5871).
ii
<page>
AVAILABLE INFORMATION.............................................3
INFORMATION INCORPORATED BY REFERENCE.............................4
THE COMPANY.......................................................5
RISK FACTORS......................................................5
USE OF PROCEEDS...................................................9
SELLING SECURITYHOLDERS...........................................9
PLAN OF DISTRIBUTION.............................................11
LEGAL MATTERS....................................................12
EXPERTS..........................................................12
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES..................................................12
iii
<page>
REOFFER PROSPECTUS
172,000 Shares of Common Stock
---------------------
SCIENTIFIC INDUSTRIES, INC.
---------------------
This prospectus (this "Prospectus") relates to the offer and sale
of up to 172,000 shares (the "Offered Shares") of common stock, par value
$.05 per share (the "Common Stock"), of Scientific Industries, Inc., a
Delaware corporation (the "Company"), by and for the accounts of officers
or directors of the Company named herein (the "Selling Securityholders").
The Offered Shares have been acquired by the Selling Securityholders
pursuant to the Company's 1992 Stock Option Plan or 2002 Stock Option
Plan. See "Selling Securityholders."
The Selling Securityholders may offer and sell any or all of the
Offered Shares from time to time in one or more transactions on the OTC
Bulletin Board, in one or more brokerage transactions or in one or more
privately negotiated transactions, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices. Brokers or dealers may receive
compensation in the form of discounts, concessions or commissions from
the Selling Securityholders. The Offered Shares may be offered and sold
from time to time in any manner permitted by law. To the extent required,
a Prospectus Supplement will be distributed which will set forth the number
of Offered Shares being offered pursuant thereto and the terms of such
offering. See "Plan of Distribution."
The Offered Shares are being offered for the accounts of the Selling
Securityholders. The Company will not receive any proceeds for the sales
of the Offered Shares by a Selling Securityholder, although we may receive
payment of the exercise price from those of the Selling Securityholders
holding options when they exercise those options. It is not possible at the
present time to determine the price to the public in any sale of the Offered
Shares by a Selling Securityholder and such Selling Securityholder reserves
the right to accept or reject, in whole or in part, any proposed purchase of
the Offered Shares. Accordingly, the public offering price and the amount
of any applicable underwriting discounts and commissions will be determined
at the time of such sale by a Selling Securityholder. The aggregate proceeds
to a Selling Securityholder from the sale of the Offered Shares will be the
sale price of the Offered Shares sold less all applicable commissions and
underwriters' discounts, if any. The Company will pay substantially all of
the expenses of the offering of the Offered Shares by the Selling
Securityholders, with certain exceptions. See "Selling Securityholders"
and "Plan of Distribution."
The Common Stock is listed on the OTC Bulletin Board under the
symbol "SCND." The closing asked price for the Company's Common Stock as
reported on the OTC Bulletin Board on March 14, 2008 was $3.50 per share.
<page>
--------------------------------------
See "Risk Factors" Beginning On Page 5 of This
Prospectus For Certain Information That
Should Be Considered By Prospective
Investors.
--------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------
The date of this Prospectus is March 19, 2008
<page>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy and information statements
and other information with the United States Securities and Exchange
Commission (the "SEC"). You may read and copy this information, for a
copying fee at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for more information as to its public reference room. Our SEC filings
are also available to the public from commercial document retrieval
services and at the website maintained by the SEC at http://www.sec.gov.
Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company has filed with the SEC a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the Offered Shares.
This Prospectus, which constitutes a part of the Registration Statement,
does not contain all the information set forth in the Registration
Statement, certain items of which have been omitted pursuant to the rules
and regulations of the SEC. Statements contained in this Prospectus or
in any document incorporated by reference in this Prospectus as to the
contents of any contract or other document referred to herein or therein
are not necessarily complete, and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, each such statement
being qualified in all respects by such reference.
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS PROSPECTUS
INCLUDING THE INFORMATION INCORPORATED BY REFERENCE CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE UNITED
STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES
THAT MAY CAUSE THE COMPANY'S ACTUAL RESULTS OR OUTCOMES TO BE
MATERIALLY DIFFERENT FROM THOSE ANTICIPATED BY AND DISCUSSED
HEREIN. FURTHER, THE COMPANY OPERATES IN AN INDUSTRY SECTOR WHERE
SECURITIES VALUES MAY BE VOLATILE AND MAY BE INFLUENCED BY
REGULATORY AND OTHER FACTORS BEYOND THE COMPANY'S CONTROL.
IMPORTANT FACTORS THAT THE COMPANY BELIEVES MIGHT CAUSE SUCH
DIFFERENCES ARE DISCUSSED IN THE CAUTIONARY STATEMENTS
ACCOMPANYING THE FORWARDLOOKING STATEMENTS AND IN THE RISK
FACTORS CONTAINED IN THIS PROSPECTUS AND IN THE RISK FACTORS
DETAILED IN THE COMPANY'S OTHER FILINGS WITH THE SEC DURING THE PAST
12 MONTHS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN, READERS ARE URGED TO READ CAREFULLY ALL RISK FACTORS AND
CAUTIONARY STATEMENTS CONTAINED IN THIS PROSPECTUS AND IN THOSE
OTHER FILINGS WITH THE SEC.
<page>
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the SEC under the
Exchange Act are hereby incorporated by reference into this Prospectus:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2007;
(b) the Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended September 30, 2007 and December 31, 2007;
(c) The Company's Current Reports on Form 8-K filed with the SEC since
June 30, 2007;
(d) the description of the Company's Common Stock contained in the
registration statement filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description;
(e) all documents filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of the offering of shares hereunder; and
(f) all documents filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, other than any information
furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, after the date
of the initial registration statement and prior to the effectiveness of
the registration statement of which this prospectus forms a part shall
be deemed to be incorporated by reference in this prospectus and to be
part of this prospectus from the date they are filed.
Any statement or information contained herein or in any document
all or part of which is incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement or information contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement or information. Any such statement or information so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom
this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the foregoing documents incorporated
herein by reference (other than certain exhibits to such documents).
Requests for such copies should be directed to: Helena R. Santos,
President, Scientific Industries, Inc., 70 Orville Drive, Airport
International Plaza, Bohemia, New York, 11716 (telephone (631)
567-4700).
<page>
THE COMPANY
Scientific Industries, Inc. (the "Company"), a Delaware corporation,
has been engaged: (i) since its inception in 1954 in the design,
manufacturing and marketing of standard benchtop laboratory equipment,
and (ii) since its acquisition of Altamira Instruments Inc. on November
30, 2006 in the manufacture and marketing of customized catalyst research
instruments.
The benchtop laboratory equipment consists primarily of vortex
mixers (devices 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) and
miscellaneous laboratory apparatus, including timers, rotators and pumps.
The Company's benchtop laboratory equipment products are marketed
principally through a network of domestic and foreign dealers, by sales
representatives and its website.
The Company's catalyst research instrument operation relates to
products used to perform traditional catalyst characterization
experiment on an unattended basis, reactor systems, high throughput
systems and micro-activity reactors. The catalyst research instrument
products are sold directly and through outside sales representatives.
The Company's products are used primarily for research performed
by universities, hospitals, pharmaceutical companies, clinics,
pharmaceutical manufacturers, medical device manufacturers, petrochemical
companies and other related industries.
The Company was incorporated in Delaware in 1954. Its principal
executive office is located at 70 Orville Drive, Airport International
Plaza, Bohemia, New York 11716 (telephone number 631-567-4700; fax
number 631-567-5896).
RISK FACTORS
An investment in the Offered Shares is speculative, involves a
high degree of risk and should only be made by persons who can afford a
loss of their entire investment. In addition to the other information
included elsewhere or incorporated by reference in this Prospectus, the
following risk factors should be considered carefully in evaluating and
investment in the shares of Common Stock offered hereby.
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 announcements to reflect future events or
circumstances.
Dependence on a Major Customer
The laboratory equipment industry is dominated in the United States by
two major laboratory equipment distributors, Thermo Fisher Scientific, Inc.
("Fisher") and VWR
<page>
International. During the fourth quarter of the year
ended June 30 2006 ("fiscal 2006"), the Company was informed by Fisher
that it would no longer market the Company's products. As a result, there
were no sales of the Company's products to Fisher since the fourth quarter
of fiscal 2006. Sales to this former major customer, mostly the
Vortex-Genie 2 Mixer, represented approximately 20% of total net sales for
fiscal 2006. As a result of increased direct selling efforts and increased
distribution through the Company's other existing distributors and new
distributors, the Company for fiscal 2007 was able to generate sufficient
additional revenues to enable it to recoup the majority of the lost
revenues. The Company's current largest customer accounted for
approximately 16% of the Company's total net sales in fiscal 2007 and 17% in
fiscal 2006 (22% and 17%, respectively, of sales of the benchtop laboratory
equipment operation). A material reduction in sales to this major customer
could have an adverse effect on the results of operations of the Company.
The Company Offers a Limited Number of Products with Sales of One Product
Accounting for a Substantial Portion of its Revenues
The Company has a limited number of benchtop laboratory equipment
products with one product, the Vortex-Genie 2 Mixer accounting for
approximately 70% and 72% of total benchtop laboratory equipment sales
(51% and 72% of total Company sales) for fiscal 2007 and fiscal
2006, respectively.
The Company is A Small Participant in the Highly Competitive Laboratory
Equipment Industry and the Catalyst Research Instruments Industry
The benchtop laboratory equipment industry is highly competitive.
Although the Company's principal product, the Vortex-Genie 2 Mixer,
has been widely accepted, the Company's annual net sales for these
products ($3,558,100 for fiscal 2007 and $3,465,200 for fiscal 2006)
are significantly less than the annual revenues of many of its
competitors in the industry. Its principal competitors are
substantially larger and have much greater financial, production and
marketing resources than the Company. In the past few years, there
have been continuous new entrants into the vortex mixer market,
including the manufacturer of the private label mixers of the
industry's two largest distributors.
The production and sales of catalyst research instruments is highly
competitive. The Company competes with many laboratories which produce
their own instruments and several companies with greater resources.
The Company's Ability to Grow and Compete Effectively Is In Part
Dependent on Its Ability to Develop and Effectively Market New Products
In the recent past, the Company began pursuing a program to
develop and market new laboratory equipment products with a view to
increasing revenues and reducing the Company's dependence on the
Vortex-Genie 2 Mixer. As a result, the Company now offers a more
extensive line of benchtop laboratory equipment products. However,
the Company still needs to continuously develop and introduce new
products in order to grow this segment of the business.
<page>
Revenues derived from new benchtop laboratory equipment products
(those other than the Vortex-Genie 2 Mixer, but excluding accessories)
amounted to $838,500 and $737,100, respectively, for fiscal 2007 and
fiscal 2006. The Company relies primarily on distributors and
their catalogs to market such products. Sales of new products are
heavily dependent on the distributors' decision to include a new
product in the distributors' catalogs and their continued inclusion
in the catalogs and on their websites, since the majority of the end
users purchase through distributors. 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.
No assurance can be given that the amounts allocated by the Company
for its development and marketing programs will prove beneficial or
that distributors will include any particular product in their
catalogs and websites.
In June 2006, the Company received a nonexclusive sublicense to
develop, produce and sell a line of bioreactor vessels with integral
sensors for pH and oxygen in volumes of 250 milliliters up to 5 liters
for laboratory systems under a license from the University of Maryland,
Baltimore County, the patent holder. The Company is engaged in the
development of certain products which incorporate the disposable sensor
technology. No assurance can be made that such development will be
completed or that it will result in material revenues.
The Company's new catalyst research instruments line of products is
limited to a few products. In order to remain competitive and grow
this line of business, the Company needs to make engineering improvements
to existing products and develop and add new products incorporating more
current technology in the catalyst research area. No assurance can be given
that it will be successful in such endeavors.
The Company May Be Subject to General Economic, Political, and Social
Factors
Orders for the Company's products, particularly new catalyst research
instruments, depend in part, on a customer's ability to secure funds.
Available funds can be affected by budgetary constraints and the ability
to obtain grants. Factors such as a general economic recession or another
major terrorist attack could have a negative impact on corporate funding and
grants.
The Company's ability to secure new orders can also be effected by changes
in United States and international policies pertaining to energy and the
environment.
The Company is Heavily Dependent on Outside Suppliers for the Components
of its Products
Due to poor quality and delivery times from the Company's former second
supplier, the Company has only one supplier for a major component of the
Vortex-Genie products. While the Company is seeking an additional supplier
for this component, it has maintained an abundant on-hand supply of this
component; however, there can be no assurance that the Company will be
successful in securing a dependable second supplier of this component.
<page>
While the Company believes there are several suppliers available for most
of its components, it presently relies on one supplier for several
components relating to the Company's benchtop laboratory equipment.
Purchases through a United States vendor from one overseas supplier
accounted for approximately 17% and 44% of the cost of total purchased
materials for fiscal 2007 and fiscal 2006, respectively, and 22% and 44%
of the benchtop laboratory equipment purchases. While the Company believes
there are other sources for the components purchased from overseas readily
available, the disruption or termination of the operations of this source
or other sources could have an adverse effect, hopefully of short duration,
on the Company's results of operations. To diminish this risk, the Company
keeps higher than normal quantities on-hand of such components, and has added
several alternate suppliers during the past two years. Furthermore, the
Company intends to continue purchasing components from overseas factories
directly or indirectly. Such reliance could increase the risks of the
Company's operations including those arising from government controls,
foreign conditions, custom duties, changes in both foreign and United States
government policies, and the reliability and financial condition of such
suppliers.
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's design patent
on a feature of its Vortex-Genie 2 Mixer, its principal product, expired in
November 2005; however, the Company has not, to date, experienced any adverse
effect from the expiration of this patent. A new patent was granted to the
Company during fiscal 2006 for use in the MagStir Genie, MultiMagStir Genie,
and Enviro-Genie products. The Company's ability to exploit a recently
acquired sublicense with respect to a line of bioreactor vessels, which the
Company has commenced developing, will be dependent on the validity of the
licensor's patents.
The Company does not have any patent protection for its catalyst research
instruments, except for a line of products known as Celero under a licensing
agreement, which is not a significant part of the business.
There can be no assurance that the Company will be successful in obtaining
additional patents, that any patent issued or licensed 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 patents related to the Company's products. 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.
The Company Has Limited Management Resources
The loss of the services of Ms. Helena R. Santos, the Company's Chief
Executive and Financial Officer, and President, or Mr. Robert P. Nichols, the
Company's Executive Vice
<page>
President or any material expansion of the Company's operations could place
a significant additional strain on the Company's limited management resources
and could be materially adverse to the Company's results and financial
condition. In addition, the loss of Mr. Brookman March, Director of
Marketing and Operations of the Company's new wholly-owned subsidiary,
Altamira Instruments, Inc., could have a materially adverse impact on the
catalyst research instruments operations.
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 February 29, 2008,
there were only 1,171,352 shares of Common Stock of the Company outstanding,
of which 426,915 shares were held by the directors and officers of the
Company. There have been a number of trading days during fiscal 2007 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.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Securityholders of the Offered Shares. All such proceeds will be for
the account of the Selling Securityholders.
SELLING SECURITYHOLDERS
This Prospectus relates to shares of Common Stock that have been
acquired by each Selling Securityholder, who is an officer or director of the
Company and may be deemed to be an "affiliate" of the Company, pursuant to the
exercise of stock options granted to such person under the 1992 Stock Option
Plan or 2002 Stock Option Plan.
The following table assumes that the Selling Securityholders will sell
in this offering all of the shares offered by them which represent both shares
previously acquired and which may be acquired upon exercise of options granted
under the Plans. Other than 10,000 shares as to which Mr. Roger B. Knowles
has a present intention to acquire upon exercise and sell, the Company is
unable to determine the exact number of shares that will actually be sold
or when or if these sales will occur. The following table sets forth, as
of the date hereof, (1) the name of each Selling Securityholder and such
Selling Securityholder's office or position with the Company, (2) the
number of shares of Common Stock beneficially owned by the Selling
Securityholder prior to the offering of the Offered Shares hereby, (3)
the number of shares of Common Stock that may be acquired upon exercise and
the number that may be offered hereby and (4) the number of shares of Common
Stock beneficially owned by the Selling Securityholder after the completion of
the offering and sale of the Offered Shares (assuming that all Offered Shares
are sold). Such number of shares of Common Stock beneficially owned by the
Selling Securityholder prior to the offering of the Offered Shares is based on
information furnished to the Company by such Selling Securityholder and/or set
forth in the Company's Common Stock ledger. The number of shares shown in
the table as beneficially owned is determined under rules promulgated by the
SEC, and thereby include in determining the number of shares beneficially
owned by the Selling
<page>
Securityholder the shares issuable upon exercise of options held by the
Selling Securityholder within sixty (60) days of the date of determination.
The applicable percentages of ownership of shraes of Common Stock shown
in the table below are based on an aggregate of 1,171,352 shares of
Common Stock issued and outstanding on February 29, 2008, increased for
the purpose of Selling Secruityholder,s percentage by s hares which are
issuable upon exercise of his or her outstanding options.
Name of Selling Shares of Common Shares of
Securityholder and Office or Stock Beneficially Common Stock
Position with the Company Owned as of that may be
within the Past Three Years February 29, 2008(1) Offered Hereby
- --------------------------- -------------------- --------------
Helena R. Santos,
Chief Executive Officer and
Chief Financial Officer 18,000 18,000(2)
Robert P. Nichols,
Executive Vice President 25,000 25,000(3)
Joseph G. Cremonese,
Chairman of the Board 41,597(4) 10,000(5)
Arthur M. Borden, Director 60,740 33,000(6)
Joseph I. Kesselman,
Director 64,120(7) 36,000(8)
Roger B. Knowles, Director 16,258(9) 14,000(10)
James S. Segasture, Director 187,250(11) 36,000(12)
__________________________________________________________________
Shares of Common
Stock Beneficially
Name of Selling Owned After
Securityholder and Office or Completion of the
Position with the Company Offering
within the Past Three Years ------------------
- --------------------------- Amount Percentage
------ ----------
Helena R. Santos,
Chief Executive Officer and
Chief Financial Officer 0 -
Robert P. Nichols,
Executive Vice President 0 -
Joseph G. Cremonese
Chairman of the Board 31,597 2.7
Arthur M. Borden, Director 27,740 2.4
Joseph I. Kesselman,
Director 28,120 2.4
Roger B. Knowles, Director 2,258 0.2
James S. Segasture, Director 151,250 12.9
_____
(1) Includes the shares that may be acquired upon exercise of outstanding
options and granted under a Plan.
(2) Includes 5,000 shares issuable upon exercise of outstanding options
granted under the 1992 Plan.
(3) Includes 13,000 shares issuable upon exercise of outstanding options
granted under the 1992 and 2002 Plans.
(4) 31,597 shares are owned jointly with his wife.
(5) Represents shares issuable upon exercise of outstanding options
granted under the 2002 Plan.
(6) Includes 16,000 shares subject to outstanding options granted under
the 1992 Plan.
(7) Includes 735 shares owned jointly with his wife, and 8,000 shres owned
by his wife.
(8) Includes 12,000 shares subject to outstanding options granted under
the 1992 Plan.
(9) Includes 2,258 shares owned by his wife.
<page>
(10) Represents shares issuable uopn exercise of outstanding options
granted under the 1992 Plan.
(11) Includes 493 shares owned by his wife.
(12) Includes 4,000 shares issuable upon exercise of outstandig options
granted under the 1992 Plan.
The Company may at any time and from time to time suspend, permanently or
temporarily, or otherwise prohibit any offering or sale of the Offered Shares
pursuant to this Prospectus. In connection with the registration of the Offered
Shares under the Securities Act, and the offering and sale thereof hereby, each
Selling Securityholder will be deemed to have agreed with and represented to
the Company that (1) the number of shares of Common Stock represented to be
beneficially owned by such Selling Securityholder is correct, (2) from and
after such Selling Securityholder's receipt of notice from the Company that
the Company is
<page>
suspending or prohibiting the offering or sale of the Offered Shares
pursuant to this Prospectus, such Selling Securityholder may not and
will not use this Prospectus to offer or sell any of such Selling
Securityholder's then unsold Offered Shares and will forthwith
discontinue disposition of its Offered Shares pursuant to the Registration
Statement until such time, if any, as the Company notifies such Selling
Securityholder that such offers and sales may be recommenced, and (3) any
purchase or sale of the Offered Shares by or for the account of such Selling
Securityholder will be effected in compliance with all applicable federal
and state securities laws, including the Securities Act and the applicable
rules and regulations promulgated thereunder.
All expenses incurred in connection with the registration under the
Securities Act of the Offered Shares will be paid by the Company, except that
the Company will not be liable for any selling or other fees or expenses
incurred by a Selling Securityholder.
PLAN OF DISTRIBUTION
Any or all of the Offered Shares owned by a Selling Securityholder may be
offered and sold from time to time by and for the account of such Selling
Securityholder. The Company will not receive any of the proceeds from the sale
hereby of the Offered Shares by the Selling Securityholders.
A Selling Securityholder may offer and sell any or all of the Offered
Shares from time to time in one or more transactions on the OTC Bulletin
Board, in one or more brokerage transactions or in one or more privately
negotiated transactions, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at negotiated prices
or at fixed prices. The Offered Shares may be offered and sold from time
to time in any manner permitted by law, including directly to one or more
purchasers and to or through underwriters, brokers, dealers or agents, who
may receive compensation in the form of discounts, concessions or commissions
from the Selling Securityholder or the purchasers of Offered Shares for whom
such underwriters, brokers, dealers and agents may act as agent or to whom they
may sell as principal, or both. As of the date of this Prospectus, the Company
is not aware of any agreement, arrangement or understanding between any broker
or dealer and a Selling Securityholder with respect to the offering and sale of
the Offered Shares. A Selling Securityholder and any underwriters, brokers,
dealers or agents to or through whom sales of the Offered Shares are made
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hereunder may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commissions or discounts or other
compensation paid to such persons and any profit realized by such persons
on the resale of Offered Shares as principals may be deemed to be underwriting
compensation under the Securities Act.
To the extent required, a Prospectus Supplement will be distributed, which
will set forth the number of Offered Shares being offered pursuant thereto and
the terms of such offering, including the names of the underwriters, any
discounts, concessions, commissions and other items constituting compensation
to underwriters, brokers, dealers or agents, the public offering price of the
Offered Shares and any discounts, concessions or commissions allowed or
reallowed or paid by underwriters to dealers.
To comply with the securities laws of certain states, if applicable, the
Offered Shares will be offered and sold in such jurisdictions only through
registered or licensed brokers or dealers.
A Selling Securityholder may agree to indemnify any underwriter, broker,
dealer or agent that participates in transactions involving sales of the
Offered Shares against certain liabilities, including liabilities arising
under the Securities Act.
Any or all of the Offered Shares may be offered and sold pursuant to
Rule 144 promulgated under the Securities Act rather than pursuant to this
Prospectus. The Selling Securityholders are not obligated to, and there is
no assurance that the Selling Securityholders will, sell all or any of the
shares we are registering. The Selling Securityholders may transfer, devise
or gift such shares by other means not described in this prospectus.
LEGAL MATTERS
The validity of the Offered Shares offered hereby will be passed upon
by Reitler Brown & Rosenblatt LLC, formerly Reitler Brown LLC.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-KSB) for the year ended June 30, 2007, have
been audited by Nussbaum Yates Berg Klein & Wolpow, LLP, independent registered
public accounting firm, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to the directors, officers and controlling
persons of the Company, the Company has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.
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In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
shares being registered, the Company will, unless in the opinion of
our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed
in the Act and we will be governed by the final adjudication
of such issue.
-----------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING SECURITYHOLDERS OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES NOR ANY OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Scientific Industries, Inc.,
(the "Registrant" or the "Company") with the SEC under the Exchange Act
are hereby incorporated by reference into the Prospectus:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 2007;
(b) The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended September 30, 2007 and December 31, 2007;
(c) The Company's Current Reports on Form 8-K filed with the SEC
since June 30, 2007;
(d) The description of the Company's Common Stock contained in
the registration statement filed under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of
updating such description;
(e) All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this prospectus and prior to the termination of the offering of
shares hereunder; and
(f) All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than
any information furnished pursuant to Item 2.02 or Item 7.01 of
Form 8-K, after the date of the initial registration statement
and prior to the effectiveness of the registration statement of
which this prospectus forms a part shall be deemed to be incorporated
by reference in this prospectus and to be part of this prospectus
from the date they are filed.
All documents filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the date
hereof and prior to the filing of a post-effective amendment, which
indicates that all securities offered have been sold or which
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also
is incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
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Item 4. Description Of Securities
Not applicable.
Item 5. Interests Of Named Experts And Counsel
Not applicable.
Item 6. Indemnification Of Directors And Officers
Pursuant to authority conferred by Section 102 of the Delaware
General Corporation Law (the "DGCL"), Article VII of the Amended and
Restated By-Laws of the Company provides that a director of the Company
shall not be personally liable to the Company or the stockholders of
the Company for monetary damages for breach of fiduciary duty as a
director except for liability under Section 174 of the DGCL which
proscribes the unlawful payment of dividends. Article Tenth of the
Certificate of Incorporation, as amended of the Company provides that
a person serving as a director or officer of the Company or serving at
the request of the Company as a director or officer of another
corporation or as its legal representative in a partnership, joint
venture, trust or other entity, who is made a party to or threatened
to be made a party to any action, suit or proceeding, civil, criminal
or administrative, by reason of the fact of such status shall be
protected and held harmless by the Company to the fullest extent
permissible under the DGCL. The Article also allows the advance of
related expenses incurred by the director or officer upon provision
of an undertaking to repay all amounts advanced if it is ultimately
determined that such person is not entitled to be so protected.
Section 145 of the DGCL contains provisions permitting and,
in some situations requiring Delaware corporations to provide
indemnification to their officers and directors for losses and
litigation expenses incurred in connection with their service to the
corporation in those capacities.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions or
otherwise, the Company has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
4 2002 Stock Option Plan.*
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5 Opinion of Reitler Brown & Rosenblatt LLC, formerly named
Reitler Brown LLC, regarding the legality of the securities being
registered*
23.1 Consent of Nussbaum Yates Berg Klein & Wolpow, LLP,
independent registered public accounting firm of Registrant
23.2 Consent of Reitler Brown LLC (contained in Exhibit 5)
23.2(a) Consent of Reitler Brown & Rosenblatt LLC
24 Power of Attorney (included on signature page)*
*
Previously filed
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer,
or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has dully caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
March 19, 2008.
SCIENTIFIC INDUSTRIES, INC.
By:/s/ Helena R. Santos
____________________________________________
Helena R. Santos, President, Chief Executive
Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
/s/Helena R. Santos Chief Executive Officer and Chief March 19, 2008
___________________ Financial Officer
Helena R. Santos
*
___________________ Chairman of the Board of Directors March 19, 2008
Joseph G. Cremonese
*
___________________ Director March 19, 2008
Arthur M. Borden
*
___________________ Director March 19, 2008
Joseph I. Kesselman
*
___________________ Director March 19, 2008
Roger B. Knowles
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___________________ Director March 19, 2008
Grace Morin
*
___________________ Director March 19, 2008
James S. Segasture
* By: /s/ Helena R. Santos
__________________________
Executed by Helena R. Santos pursuant to her power of attorney
filed with the registration statement.
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