UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
SCIENTIFIC INDUSTRIES, INC.
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(Name of issuer)
Common Stock, $0.05 Par Value Per Share
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(Title of class of securities)
808757 10 8
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(CUSIP number)
Warshaw Burstein Cohen Schlesinger & Kuh, LLP
555 Fifth Avenue
New York, New York 10017
(212) 984-7700
Attn: Marshall Lester, Esq.
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(Name, address and telephone number of person authorized to
receive notices and communications)
October 22, 2002
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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CUSIP NO. 808757 10 8
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1. Names of Reporting Persons. S.S. or I.R.S. Lowell A. Kleiman
Identification Nos. of Above Persons
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) Not Applicable
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5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization United States of America
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Number of 7. Sole Voting Power 139,581
Shares
Beneficially -------------------------------------------
Owned by 8. Shared Voting Power
Each Report-
ing Person -------------------------------------------
With 9. Sole Dispositive Power 139,581
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially
Owned by Each Reporting Person 139,581
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 14.7%
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14. Type of Reporting Person (See Instructions) IN
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The following constitutes Amendment No. 2 ("Amendment No. 2") to the
Schedule 13D filed by the undersigned. This Amendment No. 2 amends the Schedule
13D as specifically set forth.
Item 4 is hereby amended to add the following:.
On October 22, 2002, Lowell Kleiman mailed certain soliciting materials
to stockholders of Scientific Industries, Inc., a copy of which is attached here
to as Exhibit 4.
Item 7 is hereby amended to add the following exhibit:
4. Letter from Lowell A. Kleiman to the stockholders of Scientific
Industries, Inc, dated October 22, 2002
Signature
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After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
/s/ LOWELL A. KLEIMAN
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Lowell A. Kleiman
Date: October 22, 2002
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EXHIBIT 4
Lowell A. Kleiman
c/o Warshaw Burstein Schlesinger & Kuh, LLP
555 Fifth Avenue, New York, NY 10017
October 22, 2002
Dear Fellow Scientific Industries Stockholder:
I am the owner of 139,581 shares of common stock representing more than 14%
of the outstanding shares of Scientific Industries, Inc. (the "Company"). As a
significant stakeholder in the Company, I am concerned about its current
financial performance and the Company's future prospects. As a result, I am
running for Director in opposition to one of the Company's proposed directors.
You may have already received management's proxy materials for the Annual
Meeting of Scientific Industries, Inc. that is scheduled to be held on November
18, 2002. I believe certain information in their material is false and
misleading. I am writing this letter to urge all stockholders to refrain from
returning the white proxy card sent by management.
I will soon be mailing my own proxy materials in opposition to management
along with a BLUE proxy card, which can be used to vote FOR my reelection to the
Board of Directors, FOR one of the Company's nominees, Mr. Joseph Cremonese, and
AGAINST the 2002 Stock Option Plan. When my proxy materials are cleared by the
Securities and Exchange Commission, you will receive a full explanation of why I
feel I should remain on the Board of Directors and why, I believe, the 2002
Stock Option Plan is not in the best interests of the Company's stockholders.
Until that time, I implore you to take no action regarding the Annual Meeting
and to make an informed decision after receiving my proxy materials and the BLUE
proxy card.
SETTING MY RECORD STRAIGHT
--------------------------
I have been a member of the Scientific Industries Board for 32 years and
have dedicated my entire career to helping the Company grow and striving to
responsibly increase value for all stockholders. My goal has always been to
strategically expand the Company's product base with a long-term outlook towards
creating value for all of the Company's stockholders.
Unfortunately, I sense that current management does not have your interests
in mind and is instead using your Company as a means of satisfying their
self-serving financial ends. This is evident, I believe, in management's support
of the 2002 Stock Option Plan that would increase management's potential
financial gains while unacceptably diluting the value of your investment. In its
proxy statement, management claims that the Board of Directors "unanimously"
recommends a vote for the 2002 Option Plan but that simply is not true. In my
capacity as a Board member, I voiced my opposition to and abstained from voting
for the plan and yet management implies that I supported it.
VOTE THE BLUE PROXY TO PROTECT YOUR INVESTMENT
Like you, I am also an investor in Scientific Industries. As such, I
believe that we need a Board of Directors that can be trusted to take the
actions that are necessary to strengthen the Company and enhance the value of
our investment. Current management dismissed me from the Company and is now
trying to dismiss me from the Board because, I believe, they viewed me as an
impediment to their self-serving goals. However, as a person who believes that
the Company is now in a position to take steps towards strategic,
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value-enhancing growth, and who has a significant financial stake in making sure
the Company adheres to the highest standards of corporate governance, I am
asking for your support in my campaign.
You will soon be receiving my definitive proxy materials which will explain
in detail my position regarding the recent actions of management. In the
interim, I again urge you not to return any white proxy card supplied by
management and to vote the BLUE proxy card when you receive it. If you have any
questions, please call Dan Sullivan or Bob Sandhu of MacKenzie Partners, Inc. at
(212) 929-5500 or (800) 322-2885.
Very Truly Yours,
/s/ LOWELL A. KLEIMAN
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Lowell A. Kleiman
IMPORTANT
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MR. LOWELL KLEIMAN HAS NOT YET FILED A PROXY STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION RELATING TO HIS SOLICITATION OF PROXIES FROM THE
SHAREHOLDERS OF SCIENTIFIC INDUSTRIES, INC. WITH RESPECT TO THE 2002 ANNUAL
MEETING OF SHAREHOLDERS. PLEASE READ MR. KLEIMAN'S PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, BECAUSE IT CONTAINS IMPORTANT INFORMATION INCLUDING
INFORMATION ABOUT THE INDIVIDUALS DEEMED TO BE PARTICIPANTS IN THE SOLICITATION
OF PROXIES OF SCIENTIFIC INDUSTRIES, INC. STOCKHOLDERS. YOU MAY OBTAIN THIS
PROXY STATEMENT, OR ANY OTHER RELEVANT DOCUMENTS, FOR FREE AT WWW.SEC.GOV. YOU
MAY ALSO OBTAIN THIS PROXY STATEMENT, OR ANY OTHER INFORMATION RELEVANT TO THE
SOLICITATION OF PROXIES BY MR. KLEIMAN, BY CONTACTING DANIEL M. SULLIVAN BY MAIL
AT MACKENZIE PARTNERS, INC., 105 MADISON AVENUE, NEW YORK, NEW YORK 10016, OR BY
CALLING MR. SULLIVAN TOLL FREE AT (800) 322-2885.
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