As filed with the Securities and Exchange Commission on October 28, 2013
File No. 333- _________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
SCIENTIFIC INDUSTRIES, INC.
(Name of Registrant in its charter)
DELAWARE 04-2217279
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
(631) 567-4700
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
2012 Stock Option Plan
(Full Title of the Plan)
MS. HELENA R. SANTOS
SCIENTIFIC INDUSTRIES, INC.
70 ORVILLE DRIVE
BOHEMIA, NEW YORK 11716
(631) 567-4700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Leo Silverstein, Esq.
Reitler Kailas & Rosenblatt LLC
885 Third Avenue, 20th Floor
New York, New York 10022
(212) 209-3050
(212) 371-5500 Fax
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities To be Price per Offering Registration
to be Registered Registered(1) Share(2) Price(2) Fee (2)
____________________________ _______ _____ ________ ______
Common Stock, par value $.05 157,000 $3.29 $516,530 $66.53
per share
______________________________________________________________________
(1) Includes 57,000 shares as to which options may be granted to the
extent outstanding options under the 2002 Stock Option Plan expire or
terminate without being exercised.
(2) The proposed maximum offering price per share has been estimated
/determined pursuant to Rule 457(h), and is based on the average of the
bid and ask price of the Company's Common Stock on October 4, 2013.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS POST-EFFECTIVE AMENDMENT TO THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE POST-EFFECTIVE AMENDMENT TO THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
EXPLANATORY NOTE
Pursuant to Rule 429 promulgated under the Securities Act of 1933, as
amended, the Prospectus included herein relates to Registration Statement
on Form S-8 (Registration No. 333-[______]). The Registration Statement
constitutes Post-Effective Amendment No. 2 of the Registration Statement
on Form S-8 (Registration No. 333-103501) and Post-Effective Amendment
No. 2 to the Registration Statement on Form S-8 (Registration No. 333-55871).
Page
____
AVAILABLE INFORMATION 3
INFORMATION INCORPORATED BY REFERENCE 3
THE COMPANY 4
RISK FACTORS 5
USE OF PROCEEDS 8
SELLING SECURITY HOLDERS 9
PLAN OF DISTRIBUTION 10
LEGAL MATTERS 11
EXPERTS 11
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES 11
REOFFER PROSPECTUS
157,000 Shares of Common Stock
---------------------
SCIENTIFIC INDUSTRIES, INC.
---------------------
This prospectus (this "Prospectus") relates to the offer and sale of
up to 157,000 shares (the "Offered Shares") of common stock, par value $.05
per share (the "Common Stock"), of Scientific Industries, Inc., a Delaware
corporation (the "Company"), by and for the accounts of officers or directors
of the Company named herein (the "Selling Securityholders"). The Offered
Shares have been acquired by the Selling Securityholders pursuant to the
Company's 1992 Stock Option Plan, 2002 Stock Option Plan, or 2012 Stock Option
Plan. See "Selling Securityholders."
The Selling Securityholders may offer and sell any or all of the
Offered Shares from time to time in one or more transactions on the National
Association of Securities Dealers, Inc., Electronic Bulletin Board, in one or
more brokerage transactions or in one or more privately negotiated
transactions, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices. Brokers or dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Securityholders.
The Offered Shares may be offered and sold from time to time in any
manner permitted by law. To the extent required, a Prospectus
Supplement will be distributed which will set forth the number of
Offered Shares being offered pursuant thereto and the terms of
such offering. See "Plan of Distribution."
The Offered Shares are being offered for the accounts of the Selling
Securityholders. The Company will not receive any proceeds from the sales of
the Offered Shares by a Selling Securityholder, although the Company may
receive payment of the exercise price from those of the Selling Securityholders
holding options when they exercise those options. It is not possible at
the present time to determine the price to the public in any sale of the
Offered Shares by a Selling Securityholder and such Selling Securityholder
reserves the right to accept or reject, in whole or in part, any proposed
purchase of the Offered Shares. Accordingly, the public offering price and
the amount of any applicable underwriting discounts and commissions will be
determined at the time of such sale by a Selling Securityholder. The
aggregate proceeds to a Selling Securityholder from the sale of the Offered
Shares will be the sale price of the Offered Shares sold less all applicable
commissions and underwriters' discounts, if any. The Company will pay
substantially all of the expenses of the offering of the Offered Shares by
the Selling Securityholders, with certain exceptions. See "Selling
Securityholders" and "Plan of Distribution."
The Common Stock is listed on the Over-the-Counter Bulletin Board under
the symbol "SCND." The closing asked price for the Company's Common Stock as
reported on the Bulletin Board on October 4, 2013 was $3.37 per share.
--------------------------------------
See "Risk Factors" Beginning On Page 5 of This
Prospectus For Certain Information That
Should Be Considered By Prospective
Investors.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------------------------
The date of this Prospectus is October 28, 2013
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports, proxy and information
statements and other information with the United States Securities
and Exchange Commission (the "SEC"). You may read and copy this
information, for a copying fee at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for more information as to its public reference room.
Our SEC filings are also available to the public from commercial document
retrieval services and at the website maintained by the SEC at
http://www.sec.gov. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The Company has filed with the SEC a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the Offered Shares. This
Prospectus, which constitutes a part of the Registration Statement, does
not contain all the information set forth in the Registration Statement,
certain items of which have been omitted pursuant to the rules and
regulations of the SEC. Statements contained in this Prospectus or in any
document incorporated by reference in this Prospectus as to the contents of
any contract or other document referred to herein or therein are not
necessarily complete, and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement or such other document, each such statement being qualified
in all respects by such reference.
EXCEPT FOR HISTORICAL INFORMATION CONTAINED HEREIN, THIS PROSPECTUS
INCLUDING THE INFORMATION INCORPORATED BY REFERENCE CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE UNITED
STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES
THAT MAY CAUSE THE COMPANY'S ACTUAL RESULTS OR OUTCOMES TO BE
MATERIALLY DIFFERENT FROM THOSE ANTICIPATED BY AND DISCUSSED
HEREIN. FURTHER, THE COMPANY OPERATES IN AN INDUSTRY SECTOR WHERE
SECURITIES VALUES MAY BE VOLATILE AND MAY BE INFLUENCED BY
REGULATORY AND OTHER FACTORS BEYOND THE COMPANY'S CONTROL.
IMPORTANT FACTORS THAT THE COMPANY BELIEVES MIGHT CAUSE SUCH
DIFFERENCES ARE DISCUSSED IN THE CAUTIONARY STATEMENTS
ACCOMPANYING THE FORWARD-LOOKING STATEMENTS AND IN THE "RISK
FACTORS" CONTAINED IN THIS PROSPECTUS AND IN THE "RISK FACTORS"
DETAILED IN THE COMPANY'S OTHER FILINGS WITH THE SEC DURING THE PAST
12 MONTHS. IN ASSESSING FORWARD-LOOKING STATEMENTS CONTAINED
HEREIN, READERS ARE URGED TO READ CAREFULLY ALL RISK FACTORS AND
CAUTIONARY STATEMENTS CONTAINED IN THIS PROSPECTUS AND IN THOSE
OTHER FILINGS WITH THE SEC.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the SEC under
the Exchange Act are hereby incorporated by reference into this Prospectus:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2013;
(b) the description of the Company's Common Stock contained in the
registration statement filed under the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose of updating such
description;
(c) all documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and prior to the termination of the offering of shares hereunder;
and
(d) all documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, other than any information
furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, after the date of
the initial registration statement and prior to the effectiveness of the
registration statement of which this prospectus forms a part shall be
deemed to be incorporated by reference in this prospectus and to be part of
this prospectus from the date they are filed.
Any statement or information contained herein or in any document all
or part of which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement or information contained herein
or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement or
information. Any such statement or information so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than certain exhibits to such documents). Requests for such copies
should be directed to: Helena R. Santos, President, Scientific Industries,
Inc., 70 Orville Drive, Airport International Plaza, Bohemia, New York, 11716
(telephone (631) 567-4700).
THE COMPANY
Scientific Industries, Inc. (the "Company"), a Delaware corporation,
has been engaged: (i) since its inception in 1954 in the design,
manufacturing and marketing of standard benchtop laboratory equipment;
(ii) since its acquisition of Altamira Instruments Inc. ("Altamira"),
in the manufacture and marketing of customized catalyst research
instruments; and (iii) since its acquisition on November 14, 2011
through a wholly-owned subsidiary, Scientific Bioprocessing,
Inc. ("SBI"), in the design and development of bioprocessing systems
and products under acquired licenses and sublicenses.
The benchtop laboratory equipment consists primarily of vortex
mixers (devices used to mix the contents of test tubes, beakers and other
various containers by placing such containers on a rotating cup or other
attachments which cause the contents to be mixed at varying speeds) and
miscellaneous laboratory apparatus, including shakers, rotators and stirrers.
The Company's benchtop laboratory equipment products are sold and marketed
principally through a network of domestic and foreign dealers, and its
website.
The Company's catalyst research instruments operation relates to
products used to perform traditional catalyst characterization experiments
on an unattended basis, reactor systems, high throughput systems and
micro-activity reactors. The catalyst research instrument products
are sold directly and through outside sales representatives.
The Company's bioprocessing operations involve the design and
development pursuant to a license to a patent held by the University of
Maryland, Baltimore County ("UMBC") with respect to bioprocessing systems,
principally incubator systems for bags and other vessels with volumes
ranging from 250 milliliters to five liters. The systems are sold directly
and through selected distribution. The Company also collects royalties
under various sublicenses.
The Company's products are used primarily for research performed by
universities, hospitals, pharmaceutical companies, clinics, pharmaceutical
manufacturers, medical device manufacturers, petrochemical companies and
other related industries.
The Company was incorporated in Delaware in 1954. Its principal
executive office is located at 70 Orville Drive, Airport International Plaza,
Bohemia, New York 11716 (telephone number 631-567-4700; fax number
631-567-5896).
RISK FACTORS
An investment in the Offered Shares is speculative, involves a
high degree of risk and should only be made by persons who can afford a loss
of their entire investment. In addition to the other information included
elsewhere or incorporated by reference in this Prospectus, the following risk
factors should be considered carefully in evaluating and investment in the
shares of Common Stock offered hereby.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, important risk factors are identified below that
could affect the Company's financial performance and could cause the Company's
actual results for future periods to differ materially from any opinions or
statements expressed with respect to such future periods in any current
statements. The Company undertakes no obligation to publicly revise any
forward-looking announcements to reflect future events or circumstances.
Dependence on Major Customers
Sales to one customer, a major laboratory equipment distributor in the
United States represented 10.9% and 10.5% of the sales of the benchtop
laboratory equipment operations segment for the years ended June 30, 2013
("fiscal 2013") and June 30, 2012 ("fiscal 2012"), respectively. Sales to
another customer, an overseas laboratory equipment distributor accounted
for 11.5% and 12.1%, respectively, of the sales of the benchtop laboratory
equipment operations segment for fiscal 2013 and fiscal 2012. No
representation can be made that the Company will be successful in
continuing to retain either or both customers, the loss of which could
have an adverse effect on future operating results of the Company.
One Benchtop Laboratory Equipment Product Accounts for a Substantial
Portion of the Company's Revenues
The Company has a limited number of benchtop laboratory equipment
products with one product, the Vortex-Genie 2 Mixer, accounting for
approximately 67% and 63% of benchtop laboratory equipment sales for
fiscal 2013 and fiscal 2012, respectively (42% of total Company revenues
for each year).
The Company is a Small Participant in Each of the Industries in Which it
Operates
The Benchtop Laboratory Equipment industry is a highly competitive
mature industry. Although the Company's principal product, the Vortex-
Genie 2 Mixer, has been widely accepted, the Company's annual net sales
of the benchtop laboratory equipment ($4,466,000 for fiscal 2013 and
$4,160,500 for fiscal 2012) are significantly lower than the annual
sales of many of its competitors in the industry.Its principal
competitors are substantially larger with much greater financial,
production and marketing resources than the Company. There are constant
new entrants into the vortex mixer market, including those offering
products imported from China and private label products of the industry's
two largest distributors with which the Company is unable to compete on
price.
The production and sales of catalyst research instruments is highly
competitive. Altamira's competitors include several companies with greater
resources and many laboratories which produce their own instruments.
The Company's bioprocessing systems operations is a participant in
the fast-growing laboratory scale sector of the larger bioprocessing
products industry which is dominated by several large companies with
much greater resources than the Company.
The Company's Ability to Grow and Compete Effectively Is In Part
Dependent on Its Ability to Develop and Effectively Market New Products
Over the past ten years, the Company has continuously invested
in the development and marketing of new benchtop laboratory equipment
products with a view to increasing revenues and reducing the Company's
dependence on the Vortex-Genie 2 Mixer. Gross revenues derived from
such other benchtop laboratory equipment were $1,468,300 for fiscal
2013 and $1,545,400 for fiscal 2012. The segment's ability to
compete will depend upon the Company's success in continuing to
develop and market new laboratory equipment as to which no assurance
can be given.
The Company relies primarily on distributors and their catalogs
to market its benchtop laboratory equipment products, as is customary
in the industry. Accordingly, sales of new products are heavily
dependent on the distributors' decisions to include and retain a new
product in the distributors' catalogs and on their websites. It
may be at least 24 to 36 months between the completion of development
of a product and the distribution of the catalog in which it is first
offered; not all distributors feature the Company's products in their
catalogs.
The Company's catalyst research instruments line of products
consists of only a few products. The ability of the Company to compete
in this segment and expand the line will depend on its ability to make
engineering improvements to existing products and develop and add new
products incorporating more current technology. Over the last two
fiscal years, the Company has introduced two new catalyst research
products to increase its product offerings and has continuously
sought to expand its outside sales force.
The success of the Company's new bioprocessing systems operation
will be heavily dependent on its ability to develop and market new
products. New products are being or are to be developed by the
Company's employees and outside consultants. Such products are of a
complex nature of which the Company does not have previous experience,
and are taking longer to develop than previously anticipated. In
addition, they will be subject to beta testing by end users, which could
result in design and/or production changes which could further delay
development time. The sale and marketing of the products, at least
initially, will be through the Company's attendance at trade shows,
website, and a few select distributors.
No assurance can be given that the amounts allocated by the
Company for its new product development and sales and marketing programs
will be sufficient to develop additional commercially feasible products
which will be accepted by the marketplace, or that any distributor will
include or retain any particular product in their catalogs and websites.
The Company May Be Subject to General Economic, Political, and Social
Factors
Orders for the Company's products, particularly its catalyst
research instruments products, depend in part, on the customer?s ability
to secure funds to finance purchases, especially government funding.
Availability of funds can be affected by budgetary constraints. Factors
including a general economic recession, such as the one which commenced
in fiscal 2009 and negatively affected the Company in fiscal 2011 and
fiscal 2012, the European crisis, or a major terrorist attack would
likely have a negative impact on the availability of funding
including government or academic grants to potential customers.
The Company's ability to secure new orders can also be affected
by changes in domestic and international policies pertaining to energy
and the environment which could affect funding of potential customers.
The Company is Heavily Dependent on Outside Suppliers for the Components
of its Products
The Company purchases all its components from outside suppliers
and relies on a few single suppliers for some crucial benchtop laboratory
equipment components, mostly due to cost considerations. Many of the
Company's suppliers, including United States vendors, produce the
components directly or indirectly in overseas factories, and orders are
subject to long lead times
and potential other risks related to production in a foreign country.
To minimize the risk of supply shortages, the Company keeps more than
normal quantities on hand of the critical components that cannot easily
be procured or, where feasible and cost effective, purchases are made
from more than one supplier. A shortage of such components could halt
production and have a material negative effect on the Company's
operations.
The Company's Ability to Compete Depends in Part on Its Ability To
Secure and Maintain Proprietary Rights to its Products
The Company has no patent protection for its principal benchtop
laboratory equipment product, the Vortex-Genie 2 Mixer, or for its
catalyst research products and limited patent protection on a few other
benchtop laboratory equipment products. There are several competitive
products available in the marketplace possessing similar technical
specifications and design.
As part of the asset purchase by SBI during fiscal 2012, the
Company acquired the rights to various patents for bioprocessing
products which it licenses from the University of Maryland,
Baltimore County.
There can be no assurance that any patent issued, licensed or
sublicensed to the Company provides or will provide the Company with
competitive advantages or will not be challenged by third parties.
Furthermore, there can be no assurance that others will not
independently develop similar products or design around the patents.
Any of the foregoing activities could have a material adverse effect
on the Company. Moreover, the enforcement by the Company of its
patent or license rights may require substantial litigation costs.
The Company Has Limited Management Resources
The loss of the services of any of Ms. Helena Santos, the
Company's Chief Executive and Financial Officer and President, Mr.
Robert Nichols, the Company's Executive Vice President and Mr.
Brookman March, President of Altamira, or any material expansion of
the Company's operations could place a significant additional strain
on the Company's limited management resources and could be materially
adverse to the Company's operating results and financial condition.
The Common Stock of the Company is Thinly Traded and is Subject to
Volatility
As of August 31, 2013, there were only 1,337,663 shares of
Common Stock of the Company outstanding, of which 339,223 shares
(25.4%) were held by the directors and officers of the Company.
The Common Stock of the Company is traded on the Over-the-Counter
Bulletin Board and, historically, has been thinly traded. There
have been a number of trading days during fiscal 2013 on which
no trades of the Company's Common Stock were reported. Accordingly,
the market price for the Common Stock is subject to great
volatility.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale by the Selling Securityholders of the Offered Shares. All such
proceeds will be for the account of the Selling Securityholders.
SELLING SECURITYHOLDERS
This Prospectus relates to shares of Common Stock that have
been acquired by each Selling Securityholder who is an officer or
director of the Company and may be deemed to be an "affiliate" of
the Company, pursuant to the exercise of stock options granted to such
person under the 1992 Stock Option Plan, 2002 Stock Option Plan or
2012 Stock Option Plan (each, a "Plan").
The following table assumes that the Selling Securityholders
will sell in this offering all of the shares offered by them which
represent both shares previously acquired and which may be acquired
upon exercise of options granted under the Plans. The Company is
unable to determine the exact number of shares that will actually be
sold or when or if these sales will occur. The following table sets
forth, as of the date hereof, (1) the name of each Selling
Securityholder and such Selling Securityholder's office or position
with the Company, (2) the number of shares of Common Stock beneficially
owned by the Selling Securityholder prior to the offering of the
Offered Shares hereby, (3) the number of shares of Common Stock
that may be acquired upon exercise and the number that may be
offered hereby and (4) the number of shares of Common Stock
beneficially owned by the Selling Securityholder after the completion
of the offering and sale of the Offered Shares (assuming that all
Offered Shares are sold). Such number of shares of Common Stock
beneficially owned by the Selling Securityholder prior to the
offering of the Offered Shares is based on information furnished
to the Company by such Selling Securityholder and/or set forth in
the Company's Common Stock ledger. The number of shares shown in
the table as beneficially owned is determined under rules promulgated
by the SEC, and thereby include in determining the number of shares
beneficially owned by the Selling Securityholder the shares issuable
upon exercise of options held by the Selling Securityholder within
sixty (60) days of the date of determination. The applicable
percentages of ownership of shares of Common Stock shown in the
table below are based on an aggregate of 1,337,663 shares of
Common Stock issued and outstanding on August 31, 2013, increased
for the purpose of Selling Security Holder's percentage by shares
which are issuable upon exercise of his or her outstanding options.
Name of Selling Shares of Common
Secruityholder and Shares of Common Shares of Stock Beneficially
Office or Stock Beneficially Common Stock Owned After
Position with the Company Owned as of October that may be Completion of the
within the Past Three Years 4, 2013(1) Offered Hereby Offering
__________________
Amount Percentage
________________________________________________________________________________
Joseph G. Cremonese,
Chairman of the Board 98,597 (2) 35,000 63,597 4.7
Brookman P. March,
Director of Sales and
Marketing of Altamira 94,450 (3) 11,500 82,950 6.2
_____
(1) Includes the shares that may be acquired upon exercise of outstanding
options granted under a Plan.
(2) Includes 7,000 shares owned by his wife and 56,597 shares owned jointly
with her, and 35,000 shares issuable upon exercise of options granted.
(3) Represents 82,950 shares owned by his wife, Ms. Grace S. Morin, a
director of the Company and 6,500 shares and 5,000 shares issuable upon
exercise of options granted, respectively, under the 2002 Plan and 2012 Plan.
The Company may at any time and from time to time suspend, permanently
or temporarily, or otherwise prohibit any offering or sale of the Offered
Shares pursuant to this Prospectus. In connection with the registration of the
Offered Shares under the Securities Act, and the offering and sale thereof
hereby, each Selling Securityholder will be deemed to have agreed with and
represented to the Company that (1) the number of shares of Common Stock
represented to be beneficially owned by such Selling Securityholder is
correct, (2) from and after such Selling Securityholder's receipt of
notice from the Company that the Company is suspending or prohibiting
the offering or sale of the Offered Shares pursuant to this Prospectus,
such Selling Securityholder may not and will not use this Prospectus
to offer or sell any of such Selling Securityholder's then unsold Offered
Shares and will forthwith discontinue isposition of its Offered Shares
pursuant to the Registration Statement until such time, if any, as the
Company notifies such Selling Securityholder that such offers and sales
may be recommenced, and (3) any purchase or sale of the Offered Shares
by or for the account of such Selling Securityholder will be effected
in compliance with all applicable federal and state securities laws,
including the Securities Act and the applicable rules and regulations
promulgated thereunder.
All expenses incurred in connection with the registration under the
Securities Act of the Offered Shares will be paid by the Company, except
that the Company will not be liable for any selling or other fees or
expenses incurred by a Selling Securityholder.
PLAN OF DISTRIBUTION
Any or all of the Offered Shares owned by a Selling Securityholder
may be offered and sold from time to time by and for the account of such
Selling Securityholder. The Company will not receive any of the proceeds
from the sale hereby of the Offered Shares by the Selling Securityholders.
A Selling Securityholder may offer and sell any or all of the
Offered Shares from time to time in one or more transactions on the
Over-the-Counter Bulletin Board, in one or more brokerage transactions
or in one or more privately negotiated transactions, at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The Offered
Shares may be offered and sold from time to time in any manner permitted
by law, including directly to one or more purchasers and to or through
underwriters, brokers, dealers or agents, who may receive compensation
in the form of discounts, concessions or commissions from the Selling
Securityholder or the purchasers of Offered Shares for whom such
underwriters, brokers, dealers and agents may act as agent or to whom
they may sell as principal, or both. As of the date of this Prospectus,
the Company is not aware of any agreement, arrangement or understanding
between any broker or dealer and a Selling Securityholder with respect
to the offering and sale of the Offered Shares. A Selling Securityholder
and any underwriters, brokers, dealers or agents to or through whom
sales of the Offered Shares are made hereunder may be deemed to be
"underwriters" within the meaning of
Section 2(11) of the Securities Act,
and any commissions or discounts or other compensation paid to such persons
and any profit realized by such persons on the resale of Offered Shares as
principals may be deemed to be underwriting compensation under the
Securities Act.
To the extent required, a Prospectus Supplement will be distributed,
which will set forth the number of Offered Shares being offered pursuant
thereto and the terms of such offering, including the names of the
underwriters, any discounts, concessions, commissions and other items
constituting compensation to underwriters, brokers, dealers or agents,
the public offering price of the Offered Shares and any discounts,
concessions or commissions allowed or reallowed or paid by underwriters
to dealers.
To comply with the securities laws of certain states, if applicable,
the Offered Shares will be offered and sold in such jurisdictions only
through registered or licensed brokers or dealers.
A Selling Securityholder may agree to indemnify any underwriter,
broker, dealer or agent that participates in transactions involving sales of
the Offered Shares against certain liabilities, including liabilities arising
under the Securities Act.
Any or all of the Offered Shares may be offered and sold pursuant to
Rule 144 promulgated under the Securities Act rather than pursuant to this
Prospectus. The Selling Securityholders are not obligated to, and there is
no assurance that the Selling Securityholders will, sell all or any of the
shares we are registering. The Selling Securityholders may transfer,
devise or gift such shares by other means not described in this prospectus.
LEGAL MATTERS
The validity of the Offered Shares offered hereby will be passed upon
by Reitler Kailas & Rosenblatt LLC.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended June 30, 2013, have been
audited by Nussbaum Yates Berg Klein & Wolpow, LLP, independent registered
public accounting firm, as set forth in their report thereon and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to the directors, officers and controlling persons of
the Company, the Company has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person
of the Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the shares being registered, the Company will, unless in the opinion of the
Company's counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by the Company is against public policy as expressed in
the Act and the Company will be governed by the final adjudication of
such issue.
-----------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING SECURITYHOLDERS OR ANY OTHER PERSON.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES NOR ANY OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES
IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Scientific Industries, Inc.,
(the "Registrant" or the "Company") with the SEC under the Exchange
Act are hereby incorporated by reference into the Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2013;
(b) The description of the Company's Common Stock contained in
the registration statement filed under the Securities Exchange Act of
1934, including any amendment or report filed for the purpose of
updating such description;
(c) All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus and prior to the termination of the offering
of shares hereunder; and
(d) All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than
any information furnished pursuant to Item 2.02 or Item 7.01 of Form
8-K, after the date of the initial registration statement and prior
to the effectiveness of the registration statement of which this
prospectus forms a part shall be deemed to be incorporated by
reference in this prospectus and to be part of this prospectus from
the date they are filed.
All documents filed by the Registrant with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), subsequent to the date
hereof and prior to the filing of a post-effective amendment, which
indicates that all securities offered have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description Of Securities
Not applicable.
Item 5. Interests Of Named Experts And Counsel
Not applicable.
Item 6. Indemnification Of Directors And Officers
Pursuant to authority conferred by Section 102 of the Delaware
General Corporation Law (the "DGCL"), Article VII of the Amended
and Restated By-Laws of the Company provides that a director of the
Company shall not be personally liable to the Company or the stockholders
of the Company for monetary damages for breach of fiduciary duty as a
director except for liability under Section 174 of the DGCL which
proscribes the unlawful payment of dividends. Article Tenth of the
Certificate of Incorporation, as amended of the Company provides that
a person serving as a director or officer of the Company or serving
at the request of the Company as a director or officer of another
corporation or as its legal representative in a partnership, joint
venture, trust or other entity, who is made a party to or threatened
to be made a party to any action, suit or proceeding, civil, criminal
or administrative, by reason of the fact of such status shall be
protected and held harmless by the Company to the fullest extent
permissible under the DGCL. The Article also allows the advance of
related expenses incurred by the director or officer upon provision
of an undertaking to repay all amounts advanced if it is ultimately
determined that such person is not entitled to be so protected.
Section 145 of the DGCL contains provisions permitting and, in
some situations requiring, Delaware corporations to provide
indemnification to their officers and directors for losses and
litigation expenses incurred in connection with their service to the
corporation in those capacities.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions or otherwise,
the Company has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
4 2012 Stock Option Plan (filed as Exhibit 10 to the Company's
Current Report on Form 8-K filed on January 23, 2012 and incorporated
by reference thereto)
5 Opinion of Reitler Kailas & Rosenblatt LLC, regarding the
legality of the securities being registered
23.1 Consent of Nussbaum Yates Berg Klein & Wolpow, LLP, independent
registered public accounting firm of Registrant
23.2 Consent of Reitler Kailas & Rosenblatt LLC (contained in
Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall bedeemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURE PAGE
AND
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Bohemia, State of New York, on October 28, 2013.
SCIENTIFIC INDUSTRIES, INC.
By:/s/ Helena R. Santos
__________________________________
Helena R. Santos, President, Chief
Executive Officer and Chief
Financial Officer
The undersigned directors of Scientific Industries, Inc. by their
execution of this signature page hereby constitute and appoint Ms. Helena R.
Santos with power to act one without the other, as our true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for us and in our stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this Registration Statement
and all documents relating thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing necessary or
advisable to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitutes,
may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
/s/ Joseph G. Cremonese
______________________ Chairman of the Board October 24, 2013
Joseph G. Cremonese and Director
Roger B. Knowles
______________________ Director October 24, 2013
Roger B. Knowles
Grace S. Moring
_______________________ Director October 24, 2013
Grace S. Morin
James S. Segasture
______________________ Director October 24, 2013
James S. Segasture