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))
[X]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to Section 240.14a-12
SCIENTIFIC INDUSTRIES, INC.
-----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------
(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:
-----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
(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):
-----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------
[ ] 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:
-----------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------
SCIENTIFIC INDUSTRIES INC.
(LETTERHEAD)
October 27, 2005
Dear Fellow Stockholders:
You are cordially invited to attend the 2005 Annual
Meeting of Stockholders of Scientific Industries, Inc. which
will be held at 10:30 a.m. (New York time) on Friday,
December 2, 2005 at the Princeton Club, 15 West 43rd Street,
New York, New York 10036.
Information concerning the matters to be considered
and voted upon at the Annual Meeting is set out in the
attached Notice of 2005 Annual Meeting of Stockholders and
Proxy Statement.
It is important that your shares be represented at
the 2005 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 I. Kesselman
_______________________
Joseph I. Kesselman
Chairman
SCIENTIFIC INDUSTRIES, INC.
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
_____________
NOTICE OF 2005 ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 2, 2005
Notice is hereby given that the 2005 Annual Meeting
of Stockholders (the "Annual Meeting") of Scientific
Industries, Inc., a Delaware corporation (the "Company"),
will be held on Friday, December 2, 2005, at 10:30 a.m. (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 ending June 30, 2008
and until the election and qualification of
their respective successors.
2. To ratify the appointment of Nussbaum Yates &
Wolpow, P.C. as the Company's independent
auditors for the fiscal year ending June 30,
2006.
3. To transact such other business as may
properly come before the Annual Meeting and
any adjournments or postponements thereof.
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 October 27, 2005, 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
October 27, 2005
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.
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
PROXY STATEMENT
_________________
2005 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 2, 2005
_________________
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 2005 Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Princeton Club, 15 West
43rd Street, New York, New York 10036, on Friday, December
2, 2005, at 10:30 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, 2008, and
until the election and qualification of their respective
successors; (2) ratify the appointment of Nussbaum Yates &
Wolpow, P. C., as the Company's independent auditors for the
fiscal year ending June 30, 2006; and (3) 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 October 27, 2005
(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 989,686 shares of
Common Stock issued and 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.
Abstentions and broker "non-votes" are included in the
determination of the number of shares of Common Stock
present at the Annual Meeting for quorum purposes. 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,
unless otherwise indicated, will be voted in accordance with
the instructions given therein by the person executing the
proxy. In the absence of instructions, properly executed
proxies will be voted FOR (1) the election of the Board's
nominees, Joseph G. Cremonese and Roger B. Knowles, as
Directors of the Company; and (2) the ratification of the
appointment by the Board of Directors of Nussbaum Yates &
Wolpow, P.C., as the Company's independent auditors for the
fiscal year ending June 30, 2006.
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 a designated space 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 or against or to abstain from voting for the
proposal to ratify the appointment of the Company's
independent auditors.
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 November 2,
2005.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of October 25, 2005
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 shares of the Company's Common Stock as of that date:
Name and Address of Shares Beneficially Percent of
Beneficial Owner Owned** Class***
__________________ ___________________ __________
James S. Segasture* 187,250 (1) 18.8
Lowell A. Kleiman 139,581 (2) 14.1
16 Walnut Street
Glen Head, NY 11545
Joseph I. Kesselman* 63,520 (3) 6.2
Roger B. Knowles* 50,595 (4) 5.0
Arthur M. Borden* 59,540 (5) 5.9
______________
* Address is c/o Scientific Industries, Inc., 70 Orville
Drive, Bohemia, New York 11716.
** Beneficial ownership, as such term is used herein, is
determined in accordance with Rule 13d-3(d)(1) promulgated
under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") and includes voting and/or investment power
with respect to shares of Common Stock of the Company.
Unless otherwise indicated, the named person possesses sole
voting and investment power with respect to the shares. The
shares shown include shares issuable pursuant to options
held by the named person that may be exercised within 60
days of the date indicated above.
*** 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) Includes 4,000 shares issuable upon exercise
of options and 493 shares owned by his wife.
(2) Based on information reported in his Schedule
13(d) filed with the Securities and Exchange
Commission on October 30, 2002.
(3) Includes 23,000 shares issuable upon exercise
of options and 735 shares of Common Stock
owned jointly with his wife.
(4) Includes 26,258 shares owned by his wife,
1,337 shares owned by a trust of which he is
a trustee, beneficial ownership of which is
disclaimed by him, and 23,000 shares issuable
upon exercise of options.
(5) Includes 23,000 shares issuable upon exercise
of options.
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. The Board of Directors is currently comprised of
five members, of whom two are Class A Directors, one is a
Class B Director and two are Class C Directors. At the
Annual Meeting, two Class C Directors are to be elected to
serve until the annual meeting of stockholders with respect
to the fiscal year ending June 30, 2008, and until their
successors are duly elected and qualified. Shares of Common
Stock represented by 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 nominees 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 Messrs. Joseph
G. Cremonese and Roger B. Knowles, both currently Class C
Directors, as their nominees for election.
Joseph G. Cremonese (age 69), a Director since
November 2002, has been a marketing consultant to the
Company since 1996. He has been since 1991, President of
Laboratory Innovation Company, Ltd., which is a vehicle for
technology transfer and consulting services for companies
engaged in the production and sale of products for science
and biotechnology. Since March 2003, Mr. Cremonese has been
a director of and consultant to Proteomics, Inc., a producer
of recombinant proteins for medical research. Prior to
1991, he had been employed by Fisher Scientific, a
distributor and presently the Company's largest customer.
Roger B. Knowles (age 80), a Director since 1965, is
retired. During the past five years he has been involved in
liquidating various real estate and manufacturing concerns.
OTHER DIRECTORS
Messrs. Arthur M. Borden and James S. Segasture are
Class A Directors whose current terms expire at the annual
meeting with respect to the fiscal year ending June 30,
2006. Mr. Joseph Kesselman is a Class B Director whose
current term expires at the annual meeting with respect to
the fiscal year ending June 30, 2007.
Arthur M. Borden, Esq. (age 85), a Director since
1974, has been counsel to the law firm of Katen Muchin Zavis
Rosenman (formerly Rosenman & Colin) during the past five
years. He is a director of Supreme Industries, Inc., a
nationwide manufacturer of specialized truck bodies.
James S. Segasture (age 69), a Director since 1991,
has been a private investor since February 1990.
Joseph I. Kesselman (age 80), a Director since 1961
and Chairman of the Board since August 29, 2002, has been
for more than five years a consultant to various
corporations. He is a director of Nuclear and Environmental
Protection Inc., Hopare Holding, S.A. (a Swiss company), and
Infranor Inc., a developer and manufacturer of servo
systems.
STOCK OWNERSHIP
The following table sets forth, as of October 27,
2005, the number of shares of Common Stock beneficially
owned by (i) each Director of the Company, including the
nominees for Directors, (ii) each executive officer of the
Company identified in the Summary Compensation Table under
"Executive Officers," and (iii) all directors and executive
officers as a group.
Beneficial Owner Number Percentage
________________ __________ __________
Arthur M. Borden 59,540(1) 5.9%
Joseph G. Cremonese 21,210(2) 2.1%
Joseph I. Kesselman 63,520(3) 6.2%
Roger B. Knowles 50,595(4) 5.0%
Robert P. Nichols 27,800(5) 2.7%
James S. Segasture 187,250(6) 18.8%
Helena R. Santos 21,000(7) 2.1%
All current directors and
executive officers as a
group (7 persons) 430,915(8) 38.9%
(1) Includes 23,000 shares issuable upon exercise
of options.
(2) Includes 15,000 shares owned jointly with his
wife and 5,000 shares issuable upon exercise
of options.
(3) Includes 23,000 shares issuable upon exercise
of options and 735 shares of Common Stock
owned jointly with his wife.
(4) Includes 26,258 shares owned by his wife,
1,337 shares owned by a trust of which he is
a trustee, beneficial ownership of which is
disclaimed by him, and 23,000 shares issuable
upon exercise of options.
(5) Includes 25,000 shares issuable upon exercise
of options.
(6) Includes 4,000 shares issuable upon exercise
of options and 493 shares owned by his wife.
(7) Includes 15,000 shares issuable upon exercise
of options.
(8) Includes 118,000 shares issuable upon
exercise of options.
BOARD COMMITTEES
Joseph I. Kesselman and James S. Segasture
have been appointed as the sole members of the Company's
Stock Option Committee to serve at the discretion of the
Board and to administer the Company's 2002 Stock Option Plan
("2002 Plan").
The Board of Directors acts as the Company's
Audit Committee.
MEETINGS
During the fiscal year ended June 30, 2005,
the Board of Directors held five meetings, at each of
which all Directors were present except for one director
who did not attend one meeting.
DIRECTORS' COMPENSATION AND OPTIONS
The Company currently pays each non-employee
Director a quarterly retainer of $750 and a fee of $500
for each meeting attended, plus reimbursement for out-of-pocket
expenses incurred in connection with attendance at board
meetings in the amount of $50 or the Director's itemized
expenses, whichever is greater. Mr. Joseph I. Kesselman, as
Chairman of the Board, also receives a monthly fee of $750.
During fiscal 2005, the fees to non-employee Directors
aggregated $36,000.
Pursuant to the Company's 1992 Stock Option Plan
("1992 Plan") options to purchase 3,000 shares of Common
Stock at the then fair market value were granted to each
director who was on the Board of Directors on the first
business day of each March in 1993, 1994, 1995, and 1996,
namely Messrs. Borden, Kesselman, Knowles and Segasture.
In addition, in December 1997 and through December 2001
the Board of Directors granted under the 2002 Plan annually
options to purchase 4,000 shares of Common Stock for each of
them exercisable at the fair market value on the date of grant.
Accordingly, as of June 30, 2005, the Company had granted
under the 1992 Plan to the foregoing four non-employee Directors
options to purchase an aggregate of 128,000 shares of Common
Stock, or options to purchase 32,000 shares of Common Stock
for each. The fair market value per share of Common Stock on the
dates of grant ranged from $0.50 for options granted in 1993 to
$2.40 in 2001. As of June 30, 2005, options under the 1992 Plan
with respect to 49,000 shares had been exercised by the
Directors. In addition, they had exercised options with respect
to 48,000 shares granted to them prior to the adoption of
the 1992 Plan.
Under the Company's 2002 Plan, none of the Directors at
the time of its adoption by the Board of Directors (subsequently
approved by stockholders) were eligible to receive option grants.
Mr. Joseph G. Cremonese who was elected Director at the 2002
Annual Meeting of Stockholders, was granted on December 1, 2003
an option to purchase 5,000 shares of Common Stock at the fair
market value of $1.35 per share.
EXECUTIVE OFFICERS
The following are the Executive Officers of the Company:
Helena R. Santos, CPA (age 41), employed by the Company
since 1994, was appointed in August 2002 as President, Chief
Executive Officer and Treasurer. Previously she served as
Vice President, Controller from 1997 and Secretary from May 2001.
Ms. Santos was an internal auditor with a major defense contractor
from March 1991 to April 1994. She had been previously employed in
public accounting.
Robert P. Nichols (age 44), employed by the Company since
February 1998, was appointed in August 2002 as Executive Vice
President. He had been Vice President, Engineering from May 2001.
Prior to joining the Company, he was an Engineer Manager with
Bay Side Motion Group, a precision motion equipment manufacturer
from January 1996 to February 1998.
The executive officers of the Company are elected by the
Board of Directors and hold office until their respective
successors are elected and qualified or until his or her earlier
resignation or removal. None of the officers need to be Directors,
and more than one office may be held by the same person. There
is no arrangement or understanding between any executive officer
and any other person regarding election as an officer. There are
no family relationships between any Director and any executive
officer of the Company.
The Company has employment agreements with Ms. Helena R.
Santos and Mr. Robert P. Nichols effective through December 31, 2006
providing for Ms. Santos a base annual salary of $110,000, and for
Mr. Nichols a base annual salary of $105,000. Each agreement
authorizes annual bonuses by the Board based upon performance
criteria and contains noncompetition and confidentiality covenants.
The following table summarizes all compensation paid by
the Company to its then Chief Executive Officer and President and
Executive Vice President with respect to each of the three fiscal
years ended June 30, 2005, 2004 and 2003. No other executive
officer earned in excess of $100,000 in any of such fiscal periods.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
All Other
Fiscal Compen-
Name Year Salary Bonus sation
___________________ ______ ______ _____ __________
Helena R. Santos (1) 2005 $108,200 $ - $ -
2004 $100,000 $ - $ -
2003 $ 98,500 $ - $ -
Robert P. Nichols (2)2005 $103,200 $ - $ -
2004 $ 95,000 $ - $ -
2003 $ 94,000 $ - $ -
Lowell A. Kleiman (1)2003 $ 53,300 $ - $ 19,500
(1) Ms. Santos was appointed Chief Executive Officer and President
on August 29, 2002 following the termination of Mr. Kleiman's
employment. His other compensation represents benefits accrued
upon termination.
(2) Mr. Nichols was appointed Executive Vice President on August
29, 2002.
RELATED TRANSACTIONS
Mr. Joseph G. Cremonese, who was elected a
Class C Director at the Annual Meeting of Stockholders in
November 2002 or his affiliate, Laboratory Innovation Company,
Ltd., have been providing independent marketing consulting
services to the Company for approximately nine years. The
services have been rendered since January 1, 2003 pursuant to
a consulting agreement which was amended in March 2005. The
agreement as amended provides that Mr. Cremonese and his
affiliate render, at the request of the Company, through
December 31, 2006 marketing consulting services of at least 72
(originally 80), but not more than 96, days per year at the
rate of $500 (originally $450) per day with a monthly cap of
$3,000, with the Company's obligation reduced to the extent
the consulting services are less than 72 days for the 12 month
period. The agreement contains confidentiality and non-competition
covenants. During fiscal 2005 and fiscal 2004, the Company paid an
aggregate of $31,000 and $33,200 respectively for the consulting
services.
SECTION 16(A) REPORTING
The Company believes that, for the year ended
June 30, 2005, 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
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors, subject to stockholders'
approval, appointed Nussbaum Yates & Wolpow, P.C. ("NY&W") as
independent auditors of the Company for its financial statements
for fiscal year ending June 30, 2006. NY&W has audited the
consolidated financial statements of the Company since 1991. A
representative of that 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 Board of Directors determines that such a change would be in
the best interests of the Company and its stockholders.
The following is a description of the fees incurred
by the Company for services by NY&W during the fiscal years ended
June 30, 2005 and 2004:
Audit Fees: The Company incurred fees of approximately $25,200 and
$24,550 to NY&W in connection with its audit of the Company's
financial statements and review of the Company's interim financial
statements included in the Company's Quarterly Reports on Form 10-
QSB during the fiscal year ended June 30, 2005 and 2004, respectively.
Tax Fees: The Company incurred fees of approximately $4,000 to NY&W
for each of the fiscal years ended June 30, 2005 and 2004 in
connection with preparation of the corporate tax returns.
Financial Information Systems Design and Implementation Fees: The
Company did not engage NY&W during each of the two years to provide
advice to the Company regarding financial information systems design
and implementation.
Other Fees: The Company paid $3,600 to NY&W in connection with its
review of amendments of the Company's annual and quarterly reports
filed under the Securities Exchange Act of 1934 in fiscal 2005.
NY&W did not perform other non-audit services in the prior fiscal year.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF NUSSBAUM YATES &
WOLPOW, P.C. AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2006.
OTHER MATTERS
The Board of Directors is 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, 2005, INCLUDES ITS ANNUAL REPORT ON FORM 10-KSB FOR
THE YEAR WHICH WAS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
ON SEPTEMBER 28, 2005. THE ANNUAL REPORT TO STOCKHOLDERS ON FORM 10-KSB
IS NOT PART OF THIS PROXY MATERIAL, BUT IS BEING MAILED TO STOCKHOLDERS
WITH THIS PROXY SOLICITATION.
STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company intended to be
presented at the Company's 2005 Annual Meeting of Stockholders following
the year ended June 30, 2006 must be received by the Secretary of the
Company for inclusion in the appropriate proxy materials no later
than July 2, 2006.
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
October 27, 2005
SCIENTIFIC INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
December 2, 2005
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph I. Kesselman and Arthur M.
Borden, 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
2005 Annual Meeting of Stockholders of the Company (the "Annual Meeting"),
to be held at the Princeton Club, 15 West 43rd Street, New York,
New York, on Friday, December 2, 2005 at 10:30 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.
The Board of Directors recommends the vote FOR the election of the
nominees for Class C Directors named below and proposal 2.
1. Election of Class C Directors:
JOSEPH G. CREMONESE ROGER B. KNOWLES
FOR both nominees ( ) WITHHOLD for both nominees ( )
If you do not wish your shares voted FOR one of the two nominees, draw
a line through that person's name above.
2. Proposal to ratify the appointment of Nussbaum, Yates &
Wolpow, P.C., as independent auditors of the Company for the fiscal
year ending June 30, 2006.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. 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.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE VOTE,
SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.
_____________________________________________________________________
BACK OF CARD
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 EACH OF THE NAMED NOMINEES AS DIRECTORS AND APPROVAL
OF PROPOSAL NO. 2 LISTED ON THE REVERSE SIDE OF THIS CARD.
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 authorized
person.)
Dated:___________,2005 _______________________________
Signature
PLEASE COMPLETE, SIGN, DATE __________________________________
AND RETURN THE PROXY CARD Signature, if held by joint owners
PROMPTLY USING THE
ENCLOSED ENVELOPE.