UNITES STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to Section 240.14a-11(c)or
Section 240.14a-12
SCIENTIFIC INDUSTRIES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
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SCIENTIFIC INDUSTRIES, INC.
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
TEL. (631)567-4700
SUPPLEMENT TO PROXY STATEMENT
FOR THE
2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 18, 2002
The Proxy Statement, dated October 9, 2002, previously furnished to
stockholders of Scientific Industries, Inc. (the "Company") for the
solicitation by the Board of Directors of proxies to be voted at the
Annual Meeting of Stockholders of the Company to be held at the
Princeton Club, 15 West 43rd Street, New York, New York 10036 on
Monday, November 18, 2002 at 10:30 A.M. (New York Time) is hereby
supplemented as follows:
Nominees for Directors
The Board of Directors of the Company has nominated Messrs. Joseph G.
Cremonese and Roger B. Knowles, a current Class C Director, for election
as Class C Directors of the Company at the Annual Meeting to serve until
the Annual Meeting of Stockholders with respect to the fiscal year
ending June 30, 2005 and the due election and qualification of their
respective successors. Mr. Lowell A. Kleiman, the other current
Class C Director, has advised the Board of Directors that he intends
to oppose the election of one of the nominees of the Board and to seek
election of himself as a Class C Director.
Reference is made to section "Proposal 1. Election of Directors-
Nominees for Election as Directors" for information concerning
Messrs. Cremonese and Knowles.
Unless otherwise specified by the stockholder the enclosed proxy dated
and executed will be voted for the election of each of Mr. Cremonese and
Mr. Knowles as a Director unless such nominee or nominees is no longer
available for election. In the latter event, which is not now anticipated,
the proxies will be voted for a substitute nominee designated by the
Board of Directors.
The Board of Directors recommends that stockholders vote FOR the
election of Messrs. Joseph G. Cremonese and Roger B. Knowles to the
Board of Directors.
Proposal to Approve The 2002 Stock Option Plan
The Proxy Statement previously distributed by the Board of Directors
stated that the Board of Directors unanimously recommends that
stockholders vote their shares FOR the proposal to approve the 2002
Stock Option Plan (the "2002 Plan"). Mr. Lowell A. Kleiman, who the
Board of Directors has not proposed for reelection as a Class C Director,
maintains he abstained from approving the Board resolution adopting
the Plan. The other four Directors have confirmed their vote in favor.
At the September 26, 2002 meeting of the Board of Directors adopting
the 2002 Plan, the Directors all agreed to the proposal of
Mr. Joseph I. Kesselman, Chairman of the Board, that no options may
be granted under the 2002 Plan to any of the current Directors of
the Company.
The Board of Directors recommends that stockholders vote their shares
FOR the proposal to approve the 2002 Stock Option Plan.
Expenses and Solicitation
The Company has engaged for a fee of $15,000 D.F. King & Co. Inc.
to assist in the solicitation of proxies.
Voting Information
YOU SHOULD SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY CARD
IN THE ENVELOPE PROVIDED.
Bohemia, New York, October 28, 2002
/s/ Robert P. Nichols
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ROBERT P. NICHOLS
Secretary