UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
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[ ]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ]Definitive Proxy Statement
[X]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)
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SCIENTIFIC INDUSTRIES, INC.
70 Orville Drive
Bohemia, New York 11716
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AMENDED NOTICE OF 2002 ANNUAL MEETING OF STOCKHOLDERS
To be held on Monday, November 18, 2002
Notice is hereby given that the 2002 Annual Meeting of Stockholders
(the "Annual Meeting") of Scientific Industries, Inc., a Delaware
Corporation (the "Company") will be held on Monday, November 18, 2002,
at 10:30 am (New York time) at the Princeton Club, 15 West 43rd Street,
New York, New York 10036, for the following purposes:
1. To elect two Class C Directors to the Company's Board of Directors to
serve until the Company's annual meeting of stockholders with respect to
the year ended June 30, 2005 and until the election and qualification of
their respective successors.
2. To consider and act upon a proposal to approve the 2002 Stock Option
Plan of the Company.
3. To ratify the appointment of Nussbaum Yates & Wolpow, P.C. as the
Company's independent auditors for the fiscal year ending June 30, 2003.
4. To vote on the proposal to be presented by Mr. Lowell A. Kleiman
described in the section "Stockholder Proposal" in the Supplement to
the Company's Proxy Statement enclosed herewith ("Kleiman Stockholder
Proposal").
5. To transact such other business as may properly come before the
Annual Meeting and any adjournments or postponements thereof.
THE BOARD OF DIRECTORS OF THE COMPANY HAS VOTED TO RECOMMEND THAT
YOU VOTE "FOR" THE ELECTION OF JOSEPH G. CREMONESE AND ROGER B. KNOWLES
AS THE CLASS C DIRECTORS AND FOR PROPOSAL 2 AND 3 AND "AGAINST" THE
KLEIMAN STOCKHOLDER PROPOSAL.
The Board of Directors has fixed the close of business on
September 27, 2002, as the record date for determination of
stockholders entitled to notice of and to vote at, the Annual
Meeting and at any adjournments thereof.
We urge you NOT to sign or return Kleiman's blue proxy
card. Simply throw it away. We encourage you to sign the Company's
enclosed revised WHITE proxy card and return it promptly in the
enclosed self-addressed, postage prepaid envelope.
If you are a stockholder of record or own your shares in
"street name" and returned the Company's original WHITE proxy card
which does not include the Kleiman Stockholder Proposal, or have
previously voted by telephone or the Internet, you have given the
Company's Board of Directors' designated proxy holders discretion
to vote "AGAINST" the Kleiman Stockholder Proposal, and that is
all you need to do if you support your Board's recommendation.
If you wish to specify the manner in which your shares are
to be voted on the Kleiman Stockholder Proposal, you should mark,
sign, date and return the accompanying revised WHITE proxy card
that contains the Kleiman Stockholder Proposal as Proposal 4.
The inclusion of the Kleiman Stockholder Proposal in this
Amended Notice of Annual Meeting should not be deemed an admission
by the Company that Mr. Kleiman has the right under either Delaware
law or the Company's Certificate of Incorporation, as amended or
By-Laws as amended to have the proposal presented at or voted
upon at the Annual Meeting. Given the non-binding nature of
this proposal, however, the Board has decided to submit the proposal
to a vote of stockholders at the Annual Meeting. The Company reserves
the right to challenge at some future time, and in its sole
discretion, the propriety under Delaware law and the Company's
Certificate of Incorporation as amended or By-Laws as amended of
any stockholder proposal that might be presented at the Annual
Meeting.
By Order of your Board of Directors,
/s/ Robert P. Nichols
_____________________
Robert P. Nichols
Secretary
Bohemia, New York
November 1, 2002
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE KINDLY
REQUEST THAT YOU PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY RETURN
THE ENCLOSED WHITE 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