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 [ ]
Check the appropriate box:
[ ]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)
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.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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
and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SCIENTIFIC INDUSTRIES, INC.
SECOND SUPPLEMENT TO PROXY STATEMENT
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FOR THE
2002 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 18, 2002
The Proxy Statement, dated October 9, 2002, as supplemented by the
Supplement to Proxy Statement, dated November 1, 2002, each 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
further as follows:
Voting Information
"Broker non-votes" with respect to a particular matter are shares
held in street name that are not voted on the matter because either no
instructions are given by the beneficial owner as to how to vote the
shares or the broker is not permitted under applicable rules because
of the subject matter of the proposal to vote such shares, but whose
shares are present on at least one matter. Such shares will be deemed
present in determining a quorum but, in the view of the Company, they
should not be counted as voting on each proposal at this Meeting;
accordingly, they will not have any effect on any of the proposals
presented to the stockholders at this Meeting. As stated in the
Proxy Statement as supplemented, the vote required to approve the
proposals to approve the 2002 Stock Option Plan, the ratification of
the independent auditors and the Kleiman Stockholder Proposal, is, in
each case, the affirmative vote of the holders of a majority of the
votes cast. There is uncertainty regarding the manner in which we
intend to calculate such votes under the Company's Bylaws and
Delaware law.
Proxy Cards
You should have received the WHITE proxy card (the "Original
Proxy Card") which accompanied the Proxy Statement dated October 9, 2002
and a second WHITE proxy card (the "Second Proxy Card") which accompanied
the Supplement to Proxy Statement dated November 1, 2002. Another copy
of the Second Proxy Card is enclosed herewith. The Original Proxy Card
did not include any reference to the Kleiman Stockholder Proposal.
Please note that consistent with Delaware law:
If you have not returned the Original Proxy Card, please discard it.
If you have previously returned the Original Proxy Card and have not
returned the Second Proxy Card, you will have given the Company's
Board of Directors' designated proxy holders discretion to vote your
shares 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 any of the
proposals (including the Kleiman Stockholder Proposal), you should mark,
sign, date and return either the Second Proxy Card or the accompanying
WHITE proxy card. If you have not returned either the Original Proxy
Card or the Second Proxy Card, we encourage you to sign, date and
return the enclosed proxy card and return it in the enclosed
self-addressed postage pre-paid envelope.
Bohemia, New York, November 14, 2002
/s/Robert P. Nichols
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ROBERT P. NICHOLS
Secretary