UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.___)

 

 

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SCIENTIFIC INDUSTRIES, INC.

 

(Name of Registrant as Specified In Its Charter)

 

N/A

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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December 6, 2019

 

Dear Fellow Stockholders:

 

You are cordially invited to attend the 2019 Annual Meeting of Stockholders of Scientific Industries, Inc. which will be held at 11:00 a.m. (New York time) on Wednesday, January 29, 2020 at La Quinta Inn & Suites, 10 Aero Road, Bohemia, New York, 11716.

 

Information concerning the matters to be considered and voted upon at the Annual Meeting is set out in the attached Notice of 2019 Annual Meeting of Stockholders and Proxy Statement.

 

It is important that your shares be represented at the 2019 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

 

 

SCIENTIFIC INDUSTRIES, INC.

80 Orville Drive, Suite 102

Bohemia, New York 11716

 

_____________

 

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

 

January 29, 2020

 

 

Notice is hereby given that the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of Scientific Industries, Inc., a Delaware corporation (the "Company"), will be held on Wednesday, January 29, 2020, at 11:00 a.m. (New York time) at La Quinta Inn & Suites, 10 Aero Road, Bohemia, New York, 11716, for the following purposes:

 

 

 

 

 

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 December 2, 2019, 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

December 6, 2019

 

 

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.

 

80 Orville Drive, Suite 102

Bohemia, New York 11716

 

PROXY STATEMENT

_________________

 

2019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 29, 2020

_________________

 

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 2019 Annual Meeting of Stockholders (the "Annual Meeting") to be held at La Quinta Inn & Suites, 10 Aero Road, Bohemia, New York, 11716, on Wednesday, January 29, 2020, 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, 2022, and the election and qualification of their successors; (2) approve the amendment to the 2012 Stock Option Plan of the Company; (3) ratify the appointment of Nussbaum Berg Klein & Wolpow CPAs LLP, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020; and (4) 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 December 2, 2019 (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 1,522,575 shares of Common Stock issued and 1,502,773 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. In the determination of the number of shares of Common Stock present at the Annual Meeting for quorum purposes abstentions and broker “non-votes” are included. 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 other than with respect to broker “non-votes” will be voted FOR (1) the election of the Board’s nominees, Mr. Marcus Frampton and Mr. John A. Moore as Class B Directors of the Company; (2) the approval of the amendment to the 2012 Stock Option Plan of the Company; and (3) the ratification of the appointment by the Board of Directors of Nussbaum Berg Klein & Wolpow, CPAs LLP, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020.

 

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, against or to abstain from voting for the proposal to approve the amendment to the Company’s 2012 Stock Option Plan and the proposal to ratify the appointment by the Board of Directors 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 December 20, 2019.

 

 

PRINCIPAL STOCKHOLDERS

 

The following table sets forth as of December 2, 2019 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 outstanding shares of the Company’s Common Stock as of that date:

 

 

Name	Amount and Nature of Beneficial Ownership**	% of Class
James S. Segasture*	162,500(1)	10.8%
Joseph G. Cremonese*	116,062(2)	7.7%
Fulcrum, Inc. 100 Delawanna Avenue Clifton, NJ 07014	117,370(3)	7.8%
Grace S. Morin*	97,450(4)	6.4%
Brookman P. March*	97,450(5)	6.4%
Falcon Juneau, LLC 800 F Street Juneau, AK 99801	77,085(6)	5.1%

 

* His or her address is c/o Scientific Industries, Inc., 80 Orville Drive, Suite 102, Bohemia, New York 11716.

 

** 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) Shares owned jointly with his wife.

 

 

(2) 104,062 shares are owned jointly with his wife, 7,000 shares are owned by his wife, and 5,000 shares are issuable upon exercise of options.

 

 

(3) Stock issued in connection with the acquisition of the Torbal division assets from Fulcrum, Inc. on February 26, 2014.

 

 

(4) Includes 12,500 shares issuable upon exercise of options held by her husband, Mr. March.

 

 

(5) Represents 82,950 shares owned by Ms. Morin, his wife; 2000 shares owned jointly between Ms. Morin and Mr. March; and 12,500 shares issuable upon exercise of options by Mr. March.

 

 

(6) Based on report on schedule 13G filed with the Securities and Exchange Commission on January 23, 2019. Mr. Frampton, a director of the Company, has voting power over these shares. Does not include 2,250 shares owned directly by Mr. Frampton.

 

 

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. Two are Class A Directors, three are Class B Directors, and two are Class C Directors. The Board of Directors approved a reduction of the number of Class B Directors from three to two and at the Annual Meeting, the two Class B Directors are to be elected to serve until the annual meeting of stockholders with respect to the fiscal year ending June 30, 2022, and until their successors are duly elected and qualified. During the fiscal year ended June 30, 2019 (“fiscal 2019”), the Board held six meetings, with one director not present at one meeting, and two directors not present at another meeting, with all directors present at the remaining meetings. Shares of Common Stock represented by executed and returned 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 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.

 

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 Mr. Marcus Frampton and Mr. John A. Moore, currently Class B directors, as their nominees for election.

 

 Marcus Frampton (age 39), a Director since March 2019 is the Chief Investment Officer of the Alaska Permanent Fund Corporation and serves on the Board of Directors of Twin Creeks Timber, LLC and Nyrada, Inc., a drug development company. He served as Director of Investments, Real Assets and Absolute Return of the Alaska Permanent Fund from 2016 to 2018 and Director of Investments, Private Markets of the Alaska Permanent Fund from 2012 to 2016 for the Alaska Permanent Fund Corporation.

 

John A. Moore (age 53), a Director since January 2019 has been providing consulting services to the Company’s subsidiary, Scientific Bioprocessing, Inc. since March 2019. Mr. Moore serves as Executive Chairman of Nyrada, Inc., a drug development company since July 2019 and prior to that served as a director with Noxopharm Limited, a drug development company, and is also the Chairman of Trialogics, a clinical trial software provider. Mr. Moore was President, Chief Executive Officer and director of Acorn Energy, Inc. from 2006 to 2016.

 

Other Directors

 

Joseph G. Cremonese (age 83), a Director since November 2002 and Chairman of the Board since February 2006, has been, through his affiliate, a marketing consultant to the Company since 1996. Mr. Cremonese has been since 1991, President of his affiliate, Laboratory Innovation Company, Ltd, which is a vehicle for the consulting services for the Company.

 

Grace S. Morin (age 71), a Director since December 4, 2006, had been President, Director and principal stockholder of Altamira Instruments, Inc. from December 2003 until its acquisition in November 2006 by the Company. Ms. Morin had been employed by Altamira to supervise its administrative functions at the Pittsburgh, Pennsylvania facility as a full-time employee through March 31, 2009 and since that date as a part-time consultant.

 

Helena R. Santos (age 55), a Director since 2009, has been employed by the Company since 1994, and has served since August 2002 as its President, Chief Executive Officer, Chief Financial Officer and Treasurer. She had previously served as Vice President and Controller since 1997and Corporate Secretary from May 2001.

 

James S. Segasture (age 83), a Director since 1991, has been retired for the last five years.

 

John F.F. Watkins (age 52), is a corporate and securities attorney and has been a member of Reitler Kailas & Rosenblatt LLC since 2002. Mr. Watkins was first elected to the Board of Directors of the Company in January 2017.

 

 

Stock Ownership

 

The following table sets forth, as of December 6, 2019, relevant information as to the shares of Common Stock beneficially owned by (i) each Director of the Company, (ii) each executive officer of the Company identified in the Summary Compensation Table under “Executive Officers and Key Personnel,” and (iii) all directors and executive officers as a group.

 

 

Beneficial Owner	Number	Percentage
Joseph G. Cremonese	116,062(1)	7.7%
Marcus Frampton	2,250(2)	.2%
John A. Moore	32,247(3)	2.1%
Grace S. Morin	97,450(4)	6.4%
James S. Segasture	162,500(5)	10.8%
Helena R. Santos	38,252(6)	2.5%
Robert P. Nichols	27,085(7)	1.8%
Brookman P. March	97,450(8)	6.4%
Anthony J. Mitri	10,000(9)	0.0%
Karl D. Nowosielski	34,183(10)	2.2%
All current directors and executive officers as a group (10 persons)	520,029(11)	32.7%

 

(1) 104,062 shares are owned jointly with his wife, 7,000 shares are owned by his wife, and 5,000 shares are issuable upon exercise of options.

 

(2) Represents 2,250 shares owned directly by Mr. Frampton does not include 77,085 shares owned by Falcon Juneau, LLC.as to which shares has voting power.

 

(3) Includes 10,047 shares issuable upon exercise of options.

 

(4) Includes 12,500 shares issuable upon exercise of options held by her husband, Mr. March.

 

(5) Represents shares owned jointly with his wife.

 

(6) Includes 17,000 shares issuable upon exercise of options.

 

(7) Includes 7,500 shares issuable upon exercise of options.

 

(8) Represents 82,950 shares owned by Ms. Morin, his wife, 2,000 shares owned jointly between Ms. Morin and Mr. March and 12,500 shares issuable upon exercise of options by Mr. March.

 

(9) Represents shares issuable upon exercise of options.

 

(10) Includes 9,683 shares issued in connection with the acquisition of the Torbal Division February 2014, and 24,500 shares issuable upon exercise of options.

 

(11) Includes 86,135 shares issuable upon exercise of options.

 

 

Board Committees

 

The Company has three committees – The Stock Option Committee, the Compensation Committee, and the Audit Committee, each of which is comprised of the entire Board of Directors.

 

Directors’ Compensation and Options

 

DIRECTORS’ COMPENSATION

For the Year Ended June 30, 2019

 

 

Name (a)	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Changes in Pension Value and Non-qualified Deferred Compensation Earnings($) (f)	Non-qualified Deferred Comp-sensation Earnings ($) (g)	All Other Comp- ensation ($) (h)	Total ($) (i)
Joseph G.Cremonese	41,200	0	0	0	0	0	43,200(1)	84,400
Marcus Frampton	2,800	0	0	0	0	0	0	2,800
John A. Moore	9,800	0	12,000	0	0	0	40,000(2)	61,800
Grace S.Morin	20,800	0	0	0	0	0	18,200(3)	39,000
James S.Segasture	16,800	0	0	0	0	0	0	16,800
John F.F. Watkins	20,800	0	0	0	0	0	0	20,800

 

(1) Represents amount paid to his affiliate pursuant to a marketing consulting agreement (see Related Transactions).

 

(2) Represents compensation received for his administrative services as consultant for Scientific Bioprocessing, Inc. (“SBI”) (see Related Transactions). 

 

(3) Represents compensation received for her administrative services as a consultant for Altamira Instruments, Inc. (“Altamira”) (see Related Transactions).

 

The Company paid each Director who is not an employee of the Company or a subsidiary a quarterly retainer fee of $2,200 and a meeting fee of $2,000 for each meeting attended for fiscal 2019 and fiscal 2018, respectively. In addition, the Company reimburses each Director for out-of-pocket expenses incurred in connection with attendance at board meetings. Mr. Cremonese, as Chairman of the Board receives an additional fee of $1,700 per month. During fiscal 2019, total director compensation to non-employee Directors aggregated $213,600, including the consulting fees paid to Mr. Cremonese’s affiliate, Mr. Moore, and Ms. Morin.

 

              Mr. Moore was awarded on a monthly basis options valued at $3,000 utilizing the Black-Scholes option pricing model (a total of 6,705 options) for the months of March, April, May, and June 2019 as part of his consulting agreement with the Company. Since December 1, 2003, Mr. Joseph G. Cremonese, has been awarded a total of 45,000 stock options under the Company's 2002 and 2012 Stock Option Plans of which 5,000 remain unexercised. None of the other directors have options outstanding.

 

 

Executive Officers and Key Personnel

 

See "Directors" for the employment history of Ms. Santos.

 

Robert P. Nichols (age 58), is the President of the Genie Products Division of the Benchtop Laboratory Equipment operations and Corporate Secretary and has been employed by the Company since February 1998. Previously, he had been since May 2001, the Company’s Vice President of Engineering.

 

Brookman P. March (age 74), has been since July 1, 2017 Vice President of Corporate Development and Strategy and Vice President of Sales of Altamira. Previously he had been President and Director of Sales and Marketing of Altamira. He had been Vice President and a Director of Altamira from December 2003 until it was acquired by the Company in 2006. Mr. March is the husband of Ms. Morin, a Director of the Company.

 

Karl D. Nowosielski (age 39), is the President of the Torbal Products Division of the Benchtop Laboratory Equipment operations and Director of Marketing for the Company. He was Vice President of Fulcrum, Inc. (the seller of the Torbal Products Division assets) from 2004 until February 2014.

 

Anthony J. Mitri (age 37), has been the President of Altamira since May 2017. Prior to that he had been Director of Operations and Engineer since he began his employment with the Company in 2004.

 

Compensation Discussion and Analysis. The Compensation Committee reviews and recommends to the Board of Directors the compensation to be paid to each executive officer. Executive compensation, in all instances except for the compensation for the Chief Executive Officer (“CEO”), is based on recommendations from the CEO. The CEO makes a determination by comparing the performance of each executive being reviewed with objectives established at the beginning of each fiscal year and with objectives established during the business year with regard to the success of the achievement of such objectives and the successful execution of management targets and goals.

 

With respect to the compensation of the CEO, the Committee considers performance criteria, 50% of which is related to the direction, by the CEO, of the reporting executives, the establishment of executive objectives as components for the successful achievement of Company goals and the successful completion of programs leading to the successful completion of the Business Plan for the Company and 50% is based on the achievement by the Company of its financial and personnel goals tempered by the amount of the income or loss of the Company during the fiscal year.

 

The compensation at times includes grants of options under its stock option plan to the named executives. Each officer is employed pursuant to a long-term employment agreement, containing terms proposed by the Compensation Committee and approved as reasonable by the Board of Directors. The Board is cognizant that as a relatively small company, the Company has limited resources and opportunities with respect to recruiting and retaining key executives. Accordingly, the Company has relied upon long-term employment agreements and grants of stock options to retain qualified personnel.

 

Compensation for each of its executive officers provided by their employment agreements were based on the foregoing factors and the operating and financial results of the segments under their management.

 

                            The following table summarizes all compensation paid by the Company to each of its executive officers for the fiscal years ended June 30, 2019 and 2018.

 

 

SUMMARY COMPENSATION TABLE

 

Name and Principal Position (a)	Fiscal Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non- Equity Incentive Plan Compensation ($) (g)	Non- Qualified Deferred Compensation Earnings ($) (h)	Changes in Pension Value and Non-Qualified Deferred Compensation Earnings	All Other Compensation ($) (i)	Total ($) (j)
Helena R. Santos, CEO, President, CFO	2019	180,300	0	0	13,100(1)	0	0	0	4,900(5)	198,300
Helena R. Santos, CEO, President, CFO	2018	175,000	25,000	0	13,100(1)	0	0	0	6,700(5)	219,800
Brookman P. March, Vice President Corporate Strategy, VP, Sales of Altamira	2019	159,600	0	0	3,900(2)	0	0	0	6,400(5)	169,900
Brookman P. March, Vice President Corporate Strategy, VP, Sales of Altamira	2018	155,000	10,000	0	3,900(2)	0	0	0	6,200(5)	175,100
Anthony Mitri, President of Altamira	2019	120,000	0	0	6,500(3)	0	0	0	4,800(5)	131,300
Anthony Mitri, President of Altamira	2018	110,000	0	0	1,600(3)	0	0	0	4,400(5)	116,000
Robert P. Nichols, President of Genie Division	2019	157,600	0	0	3,900(2)	0	0	0	6,800(5)	168,300
Robert P. Nichols, President of Genie Division	2018	153,000	10,000	0	3,900(2)	0	0	0	6,300(5)	173,200
Karl D. Nowosielski President of Torbal Division and Director of Marketing	2019	163,300	10,000	0	7,400(4)	0	0	0	6,400(5)	187,100
Karl D. Nowosielski President of Torbal Division and Director of Marketing	2018	161,700	10,000	0	7,400(4)	0	0	0	6,400(5)	185,500

 

(1) The amounts represent compensation expense for the stock options granted on July 1, 2017 valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The option was valued at a total of $39,200 of which $13,100 was expensed in each of fiscal 2019 and fiscal 2018.

 

(2) The amounts represent compensation expense for the July 1, 2017 stock options granted valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The option was valued at a total of $11,800 for each individual, of which $3,900 was expensed in each of fiscal 2019 and fiscal 2018.

 

(3) The amounts represent compensation expense for the stock options granted on June 30, 2018 and December 31, 2017 valued utilizing the Black-Scholes-Merton options pricing model. The option was valued at a total of $10,000 and $9,500, respectively, utilizing the Black-Scholes options pricing model, of which a total of $6,500 and $1,600 was expensed in fiscal 2019 and fiscal 2018, respectively.

 

(4) The amounts represent compensation expense for the stock options granted on July 1, 2017, and February 26, 2017, valued utilizing the Black-Scholes-Merton options pricing model, disregarding estimates of forfeitures related to service-based vesting considerations. The stock options were granted as part of his employment agreement. The options were valued at a total of $11,800, and $10,500, respectively, of which $7,400 was expensed in each of fiscal 2019 and 2018.

 

(5) The amounts represent the Company’s matching contribution under the Company’s 401(k) Plans.

 

 

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR ENDED JUNE 30, 2019

 

 

There were no stock options granted to officers during fiscal 2019.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

Option Awards
Name (a)	Number of Securities Under- lying Unexercised Options (#) Exercisable (b)	Number of Securities Under- lying Unexercised Options (#) Unexerci- sable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)
Helena Santos	8,333	16,667	0	3.08	07/2027
Anthony Mitri	3,334	6,666	0	3.05-3.27	09/2018-06/2028
Brookman March	9,500	5,000	0	3.71-3.96	05/2022-07/2027
Robert Nichols	4,500	5,000	0	3.50	12/2023-07/2027
Karl Nowosielski	17,500	7,000	0	3.05-4.05	02/2024-07/2027

 

There were no options exercised by officers during fiscal 2018.

 

Employment Agreements

 

On July 1, 2017, the Company entered into a new employment agreement with Ms. Helena R. Santos through June 30, 2020 with the option to extend for two additional one-year periods. The agreement provides for an annual base salary for the fiscal year ended June 30, 2018 of $175,000 with annual increases thereafter of 3% per annum or the percentage increase, if any, in the Consumer Price Index, whichever is higher. The agreement also provides for a bonus of $25,000 for the fiscal year ended June 30, 2018 and on a discretionary basis thereafter. No bonuses were granted during fiscal 2019. The agreement also provided for a grant of options to purchase 25,000 shares of the Company’s stock which were granted during the year ended June 30, 2018. The agreement does not provide for the grant of stock options in 2019.

 

On July 1, 2017, the Company entered into a new employment agreement with Mr. Robert P. Nichols through June 30, 2020 with the option to extend for two additional one-year periods. The agreement provides for an annual base salary for the fiscal year ended June 30, 2018 of $153,000 with annual increases thereafter of 3% per annum or the percentage increase, if any, in the Consumer Price Index, whichever is higher. The agreement also provides for a bonus of $10,000 for the fiscal year ended June 30, 2018 and on a discretionary basis thereafter. No bonuses were granted during fiscal 2019. The agreement also provided for a grant of options to purchase 7,500 shares of the Company’s stock which were granted during the year ended June 30, 2018. The agreement does not provide for the grant of stock options in 2019.

 

On July 1, 2017, the Company entered into a new employment agreement with Mr. Brookman P. March through June 30, 2020 with the option to extend for two additional one-year periods. The agreement provides for an annual base salary for the fiscal year ended June 30, 2018 of $155,000 with annual increases thereafter of 3% per annum or the percentage increase, if any, in the Consumer Price Index, whichever is higher. The agreement also provides for a bonus of $10,000 for the fiscal year ended June 30, 2018 and on a discretionary basis thereafter. No bonuses were granted during fiscal 2019. The agreement also provided for a grant of options to purchase 7,500 shares of the Company’s stock which were granted during the year ended June 30, 2018. The agreement does not provide for the grant of stock options in 2019. March is the husband of Grace S. Morin, a Director of the Company and of Altamira and a former principal stockholder of Altamira.

 

 

On July 1, 2017, the Company entered into a new employment agreement with Mr. Karl Nowosielski through June 30, 2020 with the option to extend for two additional one-year periods. The agreement provides for an annual base salary for the fiscal year ended June 30, 2018 of $157,000 with annual increases thereafter of 4% per annum. The agreement also provides for a bonus of $10,000 for the fiscal year ending June 30, 2018 and $10,000 for each subsequent year, provided a minimum 5% increase in the EBITDA of the Torbal Products Division is achieved. A bonus of $10,000 was awarded during fiscal 2019. The agreement also provided for a grant of options to purchase 7,500 shares of the Company’s stock which were granted during the year ended June 30, 2018. The agreement does not provide for the grant of stock options in 2019.

 

On May 16, 2017, the Company entered into a new employment agreement with Mr. Anthony Mitri through June 30, 2019 with the option to extend for one additional year period, which was exercised by mutual agreement. The agreement provides for an annual base salary for the fiscal year ended June 30, 2019 of $120,000 and $110,000 for the fiscal year ending June 30, 2018 plus incentive pay based on achievement of certain sales and income levels of Altamira Instruments, Inc. No incentive pay was earned for the fiscal year ended June 30, 2019 or 2018. The agreement also provided for the grant of stock options to purchase up to an aggregate of 10,000 shares, all of which were granted during the fiscal year ended June 30, 2018. No shares were granted during the year ended June 30, 2019.

 

The employment agreements for Ms. Santos, Mr. Nichols, Mr. March, Mr. Nowosielski, and Mr. Mitri contain confidentiality and non-competition covenants. The employment agreements for all the named executives above, except Mr. Mitri, contain termination provisions stipulating that if the Company terminates the employment other than for death, disability, or cause (as such term is defined therein), or if the relevant employee resigns for “good reason” (as such term is defined therein), the Company shall pay severance payments equal to one year’s salary at the rate of the compensation at the time of termination, and continue to pay the regular benefits provided by the Company for a period of one year from termination. Ms. Santos’ employment agreement also contains a provision that within one year of a change of control, if either the Company terminates her employment for any reason other than for “cause” or she terminates her employment for “good reason”, she will have the right to receive a lump sum payment equal to three times the average of her total annual compensation paid for the last five years immediately preceding such termination, minus $1.00.

Related Transactions

 

Mr. Joseph G. Cremonese, a Director since November 2002, through his affiliate, Laboratory Innovation Company, Ltd., has been providing independent marketing consulting services to the Company since January 1, 2003 pursuant to a consulting agreement expiring December 31, 2019. The agreement currently provides that Mr. Cremonese and his affiliate shall render, at the request of the Company, marketing consulting services for a monthly payment of $3,600. The agreement contains confidentiality and non-competition covenants. The Company paid fees of $43,200 pursuant to the agreement for each of fiscal 2019 and 2018.

 

Ms. Grace S. Morin, was elected a Director in December 2007 following the sale of her 90.36% ownership interest in Altamira to the Company in November 2006. Up until March 31, 2009, Ms. Morin had been employed by Altamira as an administrative employee. Since April 1, 2009, she has provided consulting services on a part-time basis pursuant to an agreement expiring December 31, 2019 at the rate of $85 per hour, resulting in payments of $18,200 and $7,000 for fiscal 2019 and fiscal 2018, respectively. The agreement contains confidentiality and non-competition covenants.

 

Mr. John A. Moore, a Director since January 2019, has been providing consulting services to the Company since March 2019 pursuant to a consulting agreement which expired on August 31, 2019 which has been renewed for an additional six months. The agreement currently provides that Mr. Moore shall render, at the request of the Company, consulting services as to the operations of Scientific Bioprocessing, Inc., a wholly-owned subsidiary of the Company for a monthly payment of $10,000 plus the issuance of stock options valued at $3,000. The agreement contains confidentiality and non-competition covenants. The Company paid fees of $40,000 and granted options with a value of $12,000 pursuant to the agreement for fiscal 2019.

 

Section 16(a) Reporting

 

The Company believes that, for the year ended June 30, 2019, 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.

 

 

PROPOSAL 2

 

PROPOSAL TO APPROVE AMENDMENT TO THE 2012 STOCK OPTION PLAN

 

General

 

The Board of Directors, subject to stockholders’ approval, approved an amendment to the Company’s 2012 Stock Option Plan (the “2012 Plan”) to increase the number of shares available for issuance thereunder by 150,000 shares, from 157,000 to 307,000 shares, and directed that the amendment be submitted to the stockholders for approval at the 2019 Annual Meeting. The proposed amendment is attached as Exhibit A to this Proxy Statement.

 

The amendment to the 2012 Plan is intended to ensure that we can continue to provide an incentive to our key employees, directors, and consultants by enabling them to share in our future growth. If approved by the stockholders, all of the additional shares will be available for grant as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or as nonqualified stock options as defined in the 2012 Plan. If the stockholders do not approve the amendment, no shares will be added and the 2012 Plan will only have 17,453 available for grant as of the record date.

 

The 2012 Plan was adopted on February 12, 2012, and approved by the stockholders at the 2011 Annual Meeting of Stockholders. 157,000 shares of the Company’s Common Stock were initially approved and available for awards under the 2012 Plan. The purpose of the 2012 Plan was to create incentives which are designed to motivate eligible employees, directors, and consultants to put forth maximum effort toward the success and growth of the Company, and to enable the Company to attract and retain experienced individuals who by their position, ability and diligence are able to make important contributions to the Company’s success.

 

As of December 2, 2019 the number of shares currently available for grant is 17,453. Our Board does not believe that the number of shares available for issuance under the 2012 Plan is sufficient in light of our current strategy for growth. The increase represents approximately 9% of the outstanding total number of shares of the Company’s Common Stock as of December 2, 2019. After giving effect to such increase, the number of shares of Common Stock currently subject to outstanding awards (as per Note 11 of Stock Ownership section), and shares currently available for issuance (17,453) pursuant to future awards will represent approximately 17% of our total outstanding shares of Common Stock.

 

Summary of the 2012 Plan

 

The following summary of the provisions of the 2012 Plan is qualified in its entirety by reference to the text of the 2012 Plan.

 

Options Authorized:

 

The 2012 Plan permits, as did the 2002 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 2012 Plan is 157,000, which includes 57,000 shares which, as of November 18, 2011, were reserved for issuance upon the exercise of outstanding stock options granted pursuant to the 2002 Plan. To the extent that any of the stock options previously granted under the 2002 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 2012 Plan. Accordingly, to the extent any of the outstanding options granted under the 2002 Plan are exercised, the number of shares for which options may be granted under the 2012 Plan will be reduced.

 

Unless earlier terminated by the Board of Directors, the 2012 Plan (but not outstanding options) will terminate on February 10, 2022, after which no further awards may be granted under the 2012 Plan. The 2012 Plan is 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.

 

Recipients of options under the 2012 Plan (“optionees”) are to be 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 purchase price will be based on the fair market value of a share of Common Stock on the date of grant as determined pursuant to Section 422 (c)(7) of the Internal Revenue Code (the “Code”). 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; (3) the expiration date of each option (which may not exceed ten years from the date of grant except for an incentive stock option granted to an employee who is also at least a 10% stockholder five years from the date of grant) and (4) any restriction to which the options are subject. 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 (“Director”) is the fair market value 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. 

 

 

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 2012 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 2012 Plan or from time to time make such modifications or amendments to the 2012 Plan as it may deem advisable and the Board or Committee (other than with respect to options held by a Director) may adjust, reduce, cancel and regrant an unexercised option if the fair market value declines below the exercise price subject to Section 409A of the Code. In no event may the Board, without the approval of stockholders, amend the 2012 Plan to increase the maximum number of shares of Common Stock for which options may be granted under the 2012 Plan or change the class of persons eligible to receive options under the 2012 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 2012 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 2012 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.

 

The Board of Directors unanimously recommends that the stockholders vote FOR the proposal to amend the 2012 Stock Option Plan.

 

 

PROPOSAL 3

 

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Directors, subject to stockholders’ approval, appointed Nussbaum Berg Klein & Wolpow, CPAs LLP (the “Firm”) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020. The Firm has audited the consolidated financial statements of the Company since 1991. A representative of the 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 Audit Committee, currently the entire Board of Directors, determines that such a change would be in the best interest of the Company and its stockholders.

 

 

 

 

 

 

The Board of Directors unanimously recommends that the stockholders vote FOR the ratification of the appointment of Nussbaum Berg Klein & Wolpow, CPA’s LLP as the independent registered public accounting firm of the Company for the fiscal year ending June 30, 2020.

 

OTHER MATTERS

 

The Board of Directors are 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, 2019, includes its Annual Report on Form 10-K for the year which was filed with the U.S. Securities and Exchange Commission on October 4, 2019. The Annual Report to Stockholders on Form 10-K is not part of this proxy material, but is being mailed to stockholders with this proxy solicitation. Certain information included herein is incorporated in the Report by reference.

 

STOCKHOLDER PROPOSALS

 

Proposals of stockholders of the Company intended to be presented at the Company’s Annual Meeting of Stockholders following the year ending June 30, 2020 must be received by the Secretary of the Company for inclusion in the appropriate proxy materials no later than August 6, 2020.

 

 

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

December 6, 2019

 

 

SCIENTIFIC INDUSTRIES, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

January 29, 2020

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 2019 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), to be held at La Quinta Inn & Suites, 10 Aero Road, Bohemia, New York, on Wednesday, January 29, 2020 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.

 

1. Election of Class B Directors:	MARCUS FRAMPTON	JOHN A. MOORE
	FOR both nominees ☐	WITHHOLD for both nominees ☐

 

If you wish your shares voted AGAINST one of the nominees, draw a line through that person's name above.

 

2. Approve the amendment to the 2012 Stock Option Plan of the Company.

 

FOR ☐

AGAINST ☐

ABSTAIN ☐

 

3. Ratify the appointment of Nussbaum Berg Klein & Wolpow, CPA’s LLP, as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020.

 

FOR ☐

AGAINST ☐

ABSTAIN ☐

 

4. 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.

 

The Board of Directors recommends the vote FOR the election of the named nominees for Class B Directors and proposals 2 and 3.

 

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 THE NAMED NOMINEES, TO APPROVE PROPOSAL NO. 2, AND TO APPROVE PRROPOSAL NO. 3.

 

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 an authorized person.)

 

	Dated:
			Signature
			Signature, if held by joint owners

 

PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.