As filed with the Securities and Exchange Commission on June 2, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCIENTIFIC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
04-2217279
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(I.R.S. employer identification no.)
70 Orville Drive, Airport International Plaza, Bohemia, New York 11716
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(Address of principal executive offices) (Zip code)
1992 Stock Option Plan
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(Full title of the plan)
Lowell A. Kleiman
President and Treasurer
Scientific Industries, Inc.
70 Orville Drive
Airport International Plaza
Bohemia, New York 11716
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(Name and address of agent for service)
(516) 567-4700
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate registration
to be registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock, $.05 par 300,000 $1.94(1) $582,000 $171.69
value per share
=========================================================================================================================
</TABLE>
(1) Represents shares to be offered at prices not presently determinable.
Pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933, as amended, the proposed maximum offering price for such
300,000 shares is estimated solely for the purpose of determining the
registration fee and is based on the average of the closing bid and
offer prices per share of the registrant's Common Stock reported on
the OTC Bulletin Board on June 1, 1998.
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus that has been prepared in accordance with the
requirements of Part I of Form S-3 and that relates to the reoffering of shares
of Common Stock, par value $.05 per share, that have been acquired pursuant to
the Scientific Industries, Inc. 1992 Stock Option Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item will be
sent or given free of charge to employees or directors who have been awarded
options under the Scientific Industries, Inc. 1992 Stock Option Plan (the
"Plan"), and are not being filed with, or included in, this Registration
Statement on Form S-8 (this "Registration Statement"), in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission").
Item 2. Registrant Information and Employee Plan Annual Information
The documents containing the information specified in this Item will be
sent or given free of charge to employees or directors who have been awarded
options under the Plan and are not being filed with, or included in, this
Registration Statement, in accordance with the rules and regulations of the
Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents which heretofore have been filed with the
Commission by SCIENTIFIC INDUSTRIES, INC., a Delaware corporation (the "Company"
or "Registrant"), are incorporated by reference in this Registration Statement:
(a) the Registrant's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1997;
(b) the Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1997;
(c) the Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended December 31, 1997;
(d) the Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1998; and
(e) the description of the Company's Common Stock, par value $.05
per share, 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.
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.
<PAGE>
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
As permitted by the Delaware General Corporation Law ("DGCL"), the
Company's Certificate of Incorporation (the "Certificate") provides that no
director shall be personally liable to the Company or any stockholder for
monetary damages for breach of fiduciary duty as a director. While the
Certificate provides protection from awards for monetary damages for breaches of
the duty of care, it does not eliminate the director's duty of care.
Accordingly, the Certificate will not affect the availability of equitable
remedies, such as an injunction, based on a director's breach of the duty of
care. The provision of the Certificate described above apply to officers of the
Company only if they are directors of the Company and are acting in their
capacity as directors, and does not apply to officers of the Company who are not
directors.
In addition, the Certificate provides that the Company shall indemnify
its officers and directors, and any employee who serves as an officer or
director of any corporation at the Company's request, to the fullest extent
permitted under and in accordance with the DGCL. Under the DGCL, directors and
officers as well as employees and individuals may be indemnified against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation as a derivative action) if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
The Company has obtained a director and officer liability insurance
policy, under which each director and certain officers of the Company would be
insured against certain liabilities.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 1992 Stock Option Plan.
5 Opinion of Battle Fowler LLP regarding the legality of the
securities being registered.
23.1 Consent of Nussbaum Yates & Wolpow, P.C.
23.2 Consent of Battle Fowler LLP (included in Exhibit 5 hereto).
24 Power of Attorney (included in the signature pages to this
Registration Statement).
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<PAGE>
Item 9. Undertakings
(a) The Registrant will:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this
Registration Statement to include any additional or
changed material information on the plan of distribution.
(2) For determining liability under the Securities Act of
1933, as amended (the "Securities Act") treat each
post-effective amendment as a new registration statement
of the securities offered, and the offering of the
securities at that time to be the initial bona fide
offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at
the end of the offering.
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of 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 Securities Act and will be governed by the final
adjudication of such issue.
-3-
<PAGE>
REOFFER PROSPECTUS
8333 Shares of Common Stock
---------------------
SCIENTIFIC INDUSTRIES, INC.
---------------------
This prospectus (this "Prospectus") relates to the offer and
sale of up to 8333 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 account of a certain former employee
of the Company (as named herein, the "Selling Securityholder"). The Offered
Shares have been acquired by the Selling Securityholder pursuant to the
Company's 1992 Stock Option Plan (the "Stock Option Plan"). See "Selling
Securityholder."
The Selling Securityholder may offer and sell any or all of
the Offered Shares from time to time in one or more transactions on the OTC
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. 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 account of the
Selling Securityholder. The Company will not receive any proceeds for the sales
of the Offered Shares by the Selling Securityholder. It is not possible at the
present time to determine the price to the public in any sale of the Offered
Shares by the 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 the Selling Securityholder. The aggregate proceeds to the
Selling Securityholder from the sale of the Offered Shares will be the purchase
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 Securityholder,
with certain exceptions. See "Selling Securityholder" and "Plan of
Distribution." The Company will not receive any of the proceeds from the sale
hereby of the Offered Shares by the Selling Securityholder.
The Common Stock is listed on the OTC Bulletin Board under the symbol
"SCND." The closing asked price for the Company's Common Stock as reported on
the OTC Bulletin Board on June 1, 1998 was $2.12 per share.
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See "Risk Factors" Beginning On Page 4 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 June 2, 1998
-1-
<PAGE>
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"). Copies of such reports, proxy and information statements and other
information can be inspected and copied at the public reference facilities
maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the SEC: Seven World Trade
Center, 13th Floor, New York, New York 10048; Northwestern Atrium Center, 500
West Madison Street, Suite 1400, 14th Floor, Chicago, Illinois 60661. 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 SEC
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC,
including the Company, and the address is: http://www.sec.gov.
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 REGISTRATION STATEMENT
CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE U.S. 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 FORWARDLOOKING 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.
-2-
<PAGE>
INCORPORATION 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-KSB for the fiscal
year ended June 30, 1997;
(b) the Company's Quarterly Reports on Form 10-QSB for
the fiscal quarters ended September 30, 1997,
December 31, 1997 and March 31, 1998; and
(c) 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.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Offered Shares
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the respective dates of filing of such documents.
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: Lowell A. Kleiman, President, Scientific Industries, Inc., 70
Orville Drive, Airport International Plaza, Bohemia, New York, 11716 (telephone
(516) 567-4700).
-3-
<PAGE>
THE COMPANY
Scientific Industries, Inc. (the "Company"), a Delaware
corporation, is engaged in manufacturing and marketing laboratory equipment
consisting 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 timers,
rotators and pumps.
The Company's products are used by hospital and research
laboratories, clinics, pharmaceutical manufacturers, medical device
manufacturers and other industries. The Company's products are marketed
principally through a network of domestic and foreign dealers, by the personal
solicitation of the Company's President and other employees and sales
representatives. The Company seeks to increase its customer base through the use
of various marketing media, including trade publications, trade shows, brochures
and catalogs.
The Company was incorporated in Delaware in 1973. The
Company's principal executive office is located at 70 Orville Drive, Airport
International Plaza, Bohemia, New York 11716 (telephone number 516-567-4700; fax
number 516-567-5897).
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.
Dependence on Significant Customers. Certain customers are
material to the business and operations of the Company. Specifically, the
Company has long standing relationships with Fisher Scientific Company
("Fisher") and VWR Scientific Products Corporation ("VWR"), both of which are
distributors, and to whom the Company sells a variety of laboratory products.
During fiscal year 1997, Fisher accounted for approximately thirty (30%) percent
of the Company's net sales and VWR accounted for approximately twenty-three
(23%) percent of the Company's net sales. The loss of either of these customers
would have a material adverse effect on the business of the Company.
Lack of an Active Public Market for the Common Stock. Although
the Company's Common Stock currently trades on the OTC Bulletin Board, there has
not been an active public market for the Common Stock. The Company does not know
the extent to which investor interest in the Company will lead to the
development of an active trading market or how liquid that market might be.
Dependence on Key Personnel. The Company's future success and
profitability is substantially dependent upon the performance of its senior
management team, led by Lowell A. Kleiman. If Mr. Kleiman or other members of
the management team become unable or unwilling to continue in their present
positions, the Company's business and financial results could be materially
adversely affected.
Competition. Competition in the laboratory equipment
manufacturing industry is generally based on quality, technical specifications
and price. While the Company is the largest domestic manufacturer
-4-
<PAGE>
of vortex mixers and has a small share of the market for manufacturing and
distributing the other laboratory equipment products it sells, the Company
competes with companies that are substantially larger and have greater
financial, production and marketing resources. There can be no assurance that
the Company will be able to continue to compete effectively against such
companies.
No Dividends. The Company has not declared or paid dividends
during the last two fiscal years, and does not intend to declare or pay
dividends to its stockholders in the foreseeable future.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale
by the Selling Securityholder of the Offered Shares.
SELLING SECURITYHOLDER
This Prospectus relates to shares of Common Stock that have
been acquired by the Selling Securityholder, who 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.
The following table sets forth, as of the date hereof, (1) the
name of the Selling Securityholder, and such Selling Securityholder's former
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
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.
<TABLE>
<S> <C> <C> <C>
Name of Selling Shares of Common
Securityholder and Office Shares of Common Stock Beneficially
or Position with the Stock Beneficially Shares of Common Owned After
Company within the Past Owned Prior to the Stock that may be Completion of the
Three Years Offering Offered Hereby Offering
Matthew R. Martin 8333 8333 0
Director of Engineering
</TABLE>
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, the 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
disposition of its Offered Shares
-5-
<PAGE>
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 the Selling Securityholder.
PLAN OF DISTRIBUTION
Any or all of the Offered Shares owned by the 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 Securityholder.
The Selling Securityholder may offer and sell any or all of
the Offered Shares from time to time in one or more transactions on the OTC
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 the Selling Securityholder with respect to the offering and sale of
the Offered Shares. The 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.
The 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.
-6-
<PAGE>
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.
LEGAL MATTERS
The validity of the Offered Shares offered hereby will be
passed upon by Battle Fowler, LLP.
EXPERTS
The consolidated financial statements of the Company appearing
in the Company's Annual Report (Form 10-KSB) for the year ended June 30, 1997,
have been audited by Nussbaum Yates & Wolpow, P.C., independent auditors, 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.
-7-
<PAGE>
-----------------------
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 SECURITYHOLDER 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.
------------------------
PAGE
AVAILABLE INFORMATION..................................................-2-
INCORPORATION BY REFERENCE.............................................-3-
THE COMPANY............................................................-4-
RISK FACTORS...........................................................-4-
USE OF PROCEEDS........................................................-5-
SELLING SECURITYHOLDER.................................................-5-
PLAN OF DISTRIBUTION...................................................-6-
LEGAL MATTERS..........................................................-7-
EXPERTS................................................................-7-
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 the County of Suffolk, State of New York, on this 29th day
of May, 1998.
SCIENTIFIC INDUSTRIES, INC.
By: /s/ Lowell A. Kleiman
-----------------------------------------
Lowell A. Kleiman
President and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lowell A. Kleiman, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement, including post-effective
amendments, 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 desirable to be done, as fully to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all his said attorney-in-fact and agent, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/Lowell A. Kleiman President and Treasurer May 29, 1998
Lowell A. Kleiman (Principal Executive and Financial Officer)
/s/Helena R. Santos Vice President, Controller and May 29, 1998
Helena R. Santos Assistant Treasurer
(Principal Accounting Officer)
Arthur M. Borden Director May __, 1998
Joseph I. Kesselman Director May __, 1998
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/Roger B. Knowles Director May 29, 1998
Roger B. Knowles
/s/James S. Segasture
James S. Segasture Director May 29, 1998
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page Number
- ---------- --------------------- -----------
<S> <C> <C>
4.1 1992 Stock Option Plan.
5 Opinion of Battle Fowler LLP regarding the legality of the securities being
registered.
23.1 Consent of Nussbaum Yates & Wolpow, P.C.
23.2 Consent of Battle Fowler LLP (included in Exhibit 5 hereto).
24 Power of Attorney (included in the signature pages to this Registration
Statement).
</TABLE>
EXHIBIT 4
INSTRUMENTS DEFINING THE RIGHTS OF
SECURITY HOLDERS, INCLUDING INDENTURES
SCIENTIFIC INDUSTRIES, INC.
1992 STOCK OPTION PLAN
(Effective as of February 11, 1992)
1. Purpose.
The purposes of this 1992 Stock Option Plan (the "Plan") are to induce
certain individuals to remain in the employ or service of Scientific Industries,
Inc. (the "Company") and its present and future subsidiary corporations (each a
"Subsidiary"), as defined in Section 425 (f) of the Internal Revenue Code of
1986, as amended (the "Code"), to attract new individuals to enter into such
employment and service and to encourage such individuals to secure or increase
on reasonable terms their stock ownership in the Company. The Board of Directors
of the Company (the "Board") believes that the granting of stock options (the
"Options") under the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company and aid in
securing its continued growth and financial success. Options will be either (a)
"incentive stock options" (which term, when used herein, shall have the meaning
ascribed thereto by the provisions of Section 422 (b) of the Code) or (b)
options which are not incentive stock options ("non-incentive stock options"),
as determined at the time of the grant thereof by the Committee (the
"Committee") referred to in Section 3(A) hereof.
<PAGE>
2. Shares Subject to Plan.
Options may be granted to purchase up to three hundred thousand
(300,000) shares of the common stock, par value $0.05 per share (the "Common
Stock") of the Company. For the purpose of this section 2, the number of shares
purchased upon the exercise of an Option shall be determined without giving
effect to the use by a Participant of the right set forth in Section 8(C) hereof
to deliver shares of the Common Stock in payment of all or a portion of the
option price or the use by a Participant of the right set forth in Section 12
(C) hereof to cause the Company to withhold from the shares of the Common Stock
otherwise deliverable to him upon the exercise of an Option shares of the Common
Stock in payment of all or a portion of his withholding obligation arising from
such exercise. If any Options expire or terminate for any reason without having
been exercised in full, new Options may thereafter be granted to purchase the
unpurchased shares subject to such expired or terminated Options.
3. Administration.
(A) The Plan shall be administered by a Committee which shall consist
of two or more members of the Board, both or all of whom shall be "disinterested
persons' within the meaning of Rule 16b-3 (c) (2) (i) promulgated under Section
16 (b) of the Securities Exchange Act of 1934 (the "Exchange Act"). The
Committee shall be appointed annually by the Board, which may at any time and
from time to time remove any 2 members of the Committee, with or
2
<PAGE>
without cause, appoint additional members to the Committee and fill vacancies,
however caused, in the Committee. A majority of the members of the Committee
shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members present at a meeting duly called and held. Any
decision or determination of the Committee reduced to writing and signed by all
of the members of the Committee shall be fully as effective as if it had been
made at a meeting duly called and held.
(B) Subject to the express provisions of the Plan, the Committee shall
have complete authority, in its discretion, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it, to determine the terms
and provisions of the respective option agreements or certificates (which need
not be identical), to determine the individuals (each a "Participant") to whom
and the times and the prices at which Options shall be granted, the periods
during which each Option shall be exercisable, the number of shares of the
Common Stock to be subject to each Option and whether such Option shall be an
incentive stock option or a non-incentive stock option and to make all other
determinations necessary or advisable for the administration of the Plan. In
making such determinations, the Committee may take into account the nature of
the services rendered by the respective Participants, their present and
potential contributions to the success of the Company and the Subsidiaries and
such other factors as the Committee in its
3
<PAGE>
discretion shall deem relevant. The Committee's determination on the matters
referred to in this section 3(B) shall be conclusive. Any dispute or
disagreement which may arise under or as a result of or with respect to any
Option shall be determined by the Committee, in its sole discretion, and any
interpretations by the Committee of the terms of any Option shall be final,
binding and conclusive.
4. Eligibility.
(A) An Option may be granted only to (1) employees and key consultants
of the Company or a Subsidiary, (2) directors of the Company or a Subsidiary who
are not employees of the Company or a Subsidiary ("Outside Directors") and (3)
employees and key consultants of a corporation which has been acquired by the
Company or a Subsidiary, whether by way of exchange or purchase of stock,
purchase of assets, merger or reverse merger, or otherwise, who hold options
with respect to the stock of such corporation which the Company has agreed to
assume.
(B) On the first business day of each March, commencing in March 1993,
and ending on the first business day of March 1996, each Outside Director shall
be granted an Option to purchase 3,000 shares of Common Stock; provided,
however, that the number of shares subject to an Option granted to an Outside
Director during the calendar year in which he becomes an Outside Director shall
be equal to 3,000 multiplied by a fraction, the numerator of which shall be the
number of regular
4
<PAGE>
meetings remaining during such calendar year after his
election as a director and the denominator of which shall be four.
5. Option Prices.
(A) Except as otherwise provided in Sections 5(C) and 17 hereof, the
initial per share option price of any Option which is an incentive stock option
shall not be less than the fair market value of a share of the Common Stock on
the date of grant; provided, however, that, in the case of a Participant who
owns more than 10% of the total combined voting power of the Common Stock at the
time an Option which is an incentive stock option is granted to him, the initial
per share option price shall not be less than 110% of the fair market value of a
share of the Common Stock on the date of grant.
(B) Except as otherwise provided in Sections 5(C) and 17 hereof, the
initial per share option price of any Option which is a non-incentive stock
option shall not be less than 85 % of the fair market value of a share of the
Common Stock on the date of grant.
(C) The initial per share option price of any Option which is granted
to an Outside Director shall be equal to the fair market value of a share of the
Common Stock on the date of grant.
(D) For all purposes of this Plan, the fair market value of a share of
the Common Stock on any date shall be equal to, if the Common Stock is listed on
a national securities exchange or
5
<PAGE>
traded on the NASDAQ National Market System, the closing sale price of a share
of the Common Stock or, if there is no sale of the Common Stock on such date,
the average of the bid and asked prices on such exchange or system at the close
of trading on such date or, if the shares of the Common Stock are not listed on
a national securities exchange or such system on such date, the fair market
value of a share of the Common Stock on such date as shall be determined in good
faith by the Committee.
6. Option Term.
Options shall be granted for such term as the Committee shall
determine, not in excess of ten years form the date of the granting thereof;
provided, however, that, except as otherwise provided in Section 17 hereof, in
the case of a Participant who owns more than 10% of the total combined voting
power of the Common Stock at the time an Option which is an incentive stock
option is granted to him, the term with respect to such Option shall not be in
excess of five years from the date of the granting thereof; and provided,
further, however, that the term of an Option granted to an Outside Director
shall be ten years form the date of the granting thereof.
7. Limitation on Amount of Incentive Stock Options Granted.
Except as otherwise provided in Section 17 hereof, the aggregate fair
market value of the shares of the Common Stock for which any Participant may be
granted incentive stock options
6
<PAGE>
which are exercisable for the first time in any calendar year (whether under the
terms of the Plan or any other stock option plan of the Company) shall not
exceed $100,000.
8. Exercise of Options.
(A) Except as otherwise provided in Section 17 hereof and, in the case
of an Option granted to an employee or key consultant, except as otherwise
determined by the Committee at the time of the grant thereof, a Participant may
(i) during the period commencing on the first anniversary of the date of the
granting of an Option to him and ending on the day preceding the second
anniversary of such date, exercise such Option with respect to one-third of the
shares granted thereby, (ii) during the period commencing on such second
anniversary and ending on the day preceding the third anniversary of the date of
the granting of such Option, exercise such Option with respect to two-thirds of
the shares granted thereby, and (iii) during the period commencing on such third
anniversary, exercise such Option with respect to all of the shares granted
thereby.
(B) To the extent exercisable, an Option may be exercised either in
whole at any time or in part form time to time.
(C) An Option may be exercised only by a written notice of intent to
exercise such Option with respect to a specific number of shares of Common Stock
and payment to the Company of the amount of the option price for the number of
shares of the Common
7
<PAGE>
Stock so specified; provided, however, that all or any portion of such payment
may be made in kind by the delivery of shares of the Common Stock having a fair
market value on the date of delivery equal to the portion of the option price so
paid; provided, further, however, that, subject to the requirements of
Regulation T promulgated under the Exchange Act, the Committee may implement
procedures to allow a broker chosen by a Participant to make payment of all or
any portion of the option price payable upon the exercise of an Option and
receive, on behalf of such Participant, all of any portion of the shares of the
Common Stock issuable upon such exercise.
(A) Except in the case of an Option granted to an Outside Director, the
Committee may, in its discretion, permit any Option to be exercised, in whole or
in part, prior to the time when it would otherwise be exercisable.
9. Transferability.
No Option shall be assignable or transferable except by will and/or by
the laws of descent and distribution and, during the life of any Participant,
each Option granted to him may be exercised only by him.
8
<PAGE>
10. Termination of Service.
(A) In the event that prior to his 65th birthday a Participant leaves
the employ or service of the Company and the Subsidiaries or in the case of an
Outside Director, does not stand for re-election or is not reelected, whether
voluntarily or otherwise but other than by reason of his death or "disability"
(as such term is defined in Section 22(e) (3) of the Code), each Option
theretofore granted to him shall, to the extent not theretofore exercised,
terminate upon the earlier to occur of (i) the expiration of the period of two
months after the date of such termination of services and (ii) the date
specified in such Option.
(B) In the event a Participant's employment or service with the Company
and the Subsidiaries terminates by reason of his death, each Option theretofore
granted to him shall become immediately exercisable in full and shall terminate
upon the earlier to occur of (i) the expiration of the period of one year after
the date of such Participant's death and (ii) the date specified in such Option.
(C) In the event that on or after his 65th birthday, a Participant
leaves the employ or service of the Company and the Subsidiaries by reason of
his disability, or in the case of an Outside Director, does not stand for
re-election or is not reelected, each
9
<PAGE>
Option theretofore granted to him shall become immediately exercisable in full
and shall terminate upon the earlier to occur of (i) the expiration of the
period of three months after the date of such retirement or disability and (ii)
the date specified in such Option.
11. Adjustment of Number of Shares.
(A) In the event that a dividend shall be declared upon the Common
Stock payable in shares of the Common Stock, the number of shares of the Common
Stock then subject to any Option and the number of shares of the Common Stock
which may be purchased upon the exercise of Options granted under the Plan but
not yet covered by an Option shall be adjusted by adding to each share the
number of shares which would be distributable thereon if such shares had been
outstanding on the date fixed for determining the stockholders entitled to
receive such stock dividend. In the event that the outstanding shares of the
Common Stock shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation,
whether through reorganization, recapitalization, stock split-up, combination of
shares, sale of assets, merger or consolidation in which the Company is the
surviving corporation, then, there shall be substituted for each share of the
Common Stock then subject to any Option and for each share of the Common Stock
which may be purchased upon the exercise of Options granted under the Plan but
not yet covered by an Option, the number and
10
<PAGE>
kind of shares of stock or other securities into which each outstanding share of
the Common Stock shall be so changed or for which each such share shall be
exchanged.
(B) In the event that there shall be any change, other than as
specified in Section 11(A) hereof, in the number or kind of outstanding shares
of the Common Stock, or of any stock or other securities into which the Common
Stock, shall have been changed, or for which it shall have been exchanged, then,
if the Committee shall, in its sole discretion, determine that such change
equitably requires an adjustment in the number or kind of shares then subject to
any Option and the number or kind of shares available for issuance in accordance
with the provisions of the Plan but not yet covered by an Option, such
adjustment shall be made by the Committee and shall be effective and binding for
all purposes of the Plan and of each Option.
(C) In the case or any substitution or adjustment in accordance with
the provisions of this Section 11, the option price in each Option for each
share covered thereby prior to such substitution or adjustment shall be the
option price for all shares of stock or other securities which shall have been
substituted for such share or to which such share shall have been adjusted in
accordance with the provisions of this Section 11.
(D) No adjustment or substitution provided for in this Section 11 shall
require the Company to sell a fractional share under any Option.
11
<PAGE>
(E) In the event of the dissolution or liquidation of the Company, the
Board, in its discretion, may accelerate the exercisability of each Option
and/or terminate the same within a reasonable time thereafter.
12. Purchase for Investment, Withholding and Waivers.
(A) Unless the delivery of the shares upon the exercise of an Option by
a Participant shall be registered under the Securities Act of 1933, such
Participant shall, as a condition of the Company's obligation to deliver such
shares, be required to give a representation in writing that he is acquiring
such shares for his own account as an investment and not with a view to, or for
sale in connection with, the distribution of any thereof.
(B) In the event of the death of a Participant, an additional condition
of exercising any Option shall be the delivery to the Company of such tax
waivers and other documents as the Committee shall determine.
(C) An additional condition of exercising any non-incentive stock
option shall be the entry by the Participant into such arrangements with the
Company with respect to withholding as the Committee shall determine; provided,
however, that such Participant may direct the Company to satisfy all or a
portion of such withholding obligation by withholding from the shares of the
Common Stock issuable to him on such exercise shares of the
12
<PAGE>
Common Stock having a fair market value equal to the portion of the withholding
obligation so satisfied.
13. Declining Market Price.
Except in the case of an Option granted to an Outside Director, in the
event the fair market value of the Common Stock declines below the option price
set forth in any Option, the Committee may, subject to the approval of the
Board, at any time, adjust, reduce, cancel and re-grant any unexercised Option
or take any similar action it deems to be for the benefit of the Participant in
light of the declining fair market value of the Common Stock.
14. No Stockholder Status; No Restrictions on Corporate Acts; No Employment
Right.
(A) Neither any Participant nor his legal representatives, legatees or
distributees shall be or be deemed to be the holder of any share of the Common
Stock covered by an Option unless and until a certificate for such share has
been issued. Upon payment of the purchase price therefore, a share issued upon
exercise of an Option shall be fully paid and non-assessable.
(B) Neither the existence of the Plan nor any Option shall in any way
affect the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
13
<PAGE>
consolidation of the Company, or any issue of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock or the rights
thereof, or dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding whether of a similar character or otherwise.
(C) Neither the existence of the Plan nor the grant of any Option shall
require the Company or any Subsidiary to continue any Participant in the employ
or service of the Company or such Subsidiary.
15. Termination and Amendment of the Plan.
(A) The Board may at any time terminate the Plan or make such
modifications of the Plan as it shall deem advisable; provided, however, that
the Board may not, without further approval of the holders of the shares of the
Common Stock, increase the number of shares of the Common Stock as to which
Option may be granted under the Plan (as adjusted in accordance with the
provisions of Section 11 hereof), or change the class of persons eligible to
participate in the Plan, or change the manner of determining the option prices,
or extend the period during which an Option may be granted or exercised. Except
as otherwise provided in Section 16 hereof, no termination or amendment of the
Plan may, without the consent of the Participant to whom any Option shall
theretofore have been granted, adversely affect the rights of such Participant
under such Option.
14
<PAGE>
(B) The provisions of Section 5(B) hereof may not be amended except by
the vote of the majority of the members of the Board and by the vote of the
majority of the members of the Board who are not Outside Directors, and the
provisions of said Section 5(B) shall not be amended more than once every six
months, other than to comport with changes in the Code, the Employee Retirement
Income Security Act of 1974 or the Rules and Regulations thereunder.
16. Expiration and Termination of the Plan.
The Plan shall terminate on February 10, 2002 or at such earlier time
as the Board may determine. Options may be granted under the Plan at any time
and from time to time prior to its termination. Any Option outstanding under the
Plan at the time of termination of the Plan shall remain in effect until such
Option shall have been exercised or shall have expired in accordance with its
terms.
17. Options Granted in Connection With Acquisitions.
In the event that the Committee determines that, in connection with the
acquisition by the Company or a Subsidiary of another corporation which will
become a Subsidiary or division of the Company (such corporation being hereafter
referred to as an "Acquired Subsidiary"), Options may be granted hereunder to
employees and other personnel of an Acquired Subsidiary in exchange for then
outstanding options to purchase securities of
15
<PAGE>
the Acquired Subsidiary. Such Options may be granted at such option prices, may
be exercisable immediately or at any time or times either in whole or in part,
and may contain such other provisions not inconsistent with the Plan, or the
requirements set forth in Section 15 hereof that certain amendments to the Plan
be approved by the stockholders of the Company, as the Committee, in its
discretion, shall deem appropriate at the time of the granting of such Options.
16
EXHIBIT 5
OPINION REGARDING LEGALITY
BATTLE FOWLER LLP
A LIMITED LIABILITY PARTNERSHIP
75 East 55th Street
New York, New York 10022
(212) 856-7000
June 2, 1998
Scientific Industries, Inc.
70 Orville Drive
Airport International Plaza
Bohemia, New York 11716
Re: Scientific Industries, Inc.
Registration of 1992 Stock Option Plan on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Scientific Industries, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-8 for the Company's 1992 Stock
Option Plan (the "Registration Statement"). Pursuant to the Registration
Statement, the Company may issue up to an aggregate of 300,000 shares (the
"Shares") of its Common Stock, par value $.05 per share ("Common Stock"). You
have requested that we furnish our opinion as to the matters hereinafter set
forth.
In this connection we have examined a copy of (i) the
Certificate of Incorporation of the Company, certified by the Secretary of State
of Delaware; (ii) the By-laws of the Company; (iii) the minute books of the
Company, including (a) the resolutions of the Board of Directors of the Company
(the "Board"), dated May 11, 1998, approving the filing of the Registration
Statement and (b) the resolutions of the Board, dated May 11, 1998, reserving
the Shares; (iv) the 1992 Stock Option Plan (the "Plan"); and (v) the
Registration Statement.
In rendering the opinion herein expressed we have assumed the
genuineness of all signatures, the authenticity of all original documents,
instruments and certificates examined by us, the conformity with the original
documents, instruments and certificates of all copies of documents, instruments
and certificates examined by us and the legal capacity to sign of all
individuals executing documents. We have relied upon the representations of the
Company as to the accuracy and completeness of (i) the By-laws of the Company;
(ii) the Plan; (iii) the Registration Statement; and (iv) the minute books of
the Company. We also have relied upon the representations of the Company that
(i) the resolutions of the Board, dated May 11, 1998, approving the filing of
the Registration Statement, (ii) the resolutions of the Board, dated May 11,
1998, reserving the Shares, and (iii) the By-laws of the Company have not been
rescinded, modified or revoked.
<PAGE>
2
Scientific Industries, Inc. June 2, 1998
We are not admitted to the practice of law in any jurisdiction
but the State of New York, and we do not express any opinion as to the laws of
other states or jurisdictions other than the laws of the State of New York, the
federal law of the United States and the General Corporation Law of the State of
Delaware. No opinion is expressed as to the effect that the law of any other
jurisdiction may have upon the subject matter of the opinion expressed herein
under conflicts of law principles, rules and regulations or otherwise.
Based upon and subject to the foregoing, we are of the opinion
that all of the Shares have been duly authorized for issuance and when (i) the
Registration Statement shall have become effective, (ii) the Shares shall have
been issued in the proposed form, and (iii) the Shares shall have been issued
and delivered against payment therefor as contemplated by the Plan, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/Battle Fowler LLP
EXHIBIT 23
CONSENTS OF EXPERTS AND COUNSEL
NUSSBAUM YATES & WOLPOW, P.C.
- -------------------------------------------------------------------------------
Certified Public Accountants 445 BROAD HOLLOW RAOD, MELVILLE, NY 11747
(516)845-5252 FAX (516)845-5279
We have issued our report dated August 25, 1997 accompanying the
consolidated financial statements of Scientific Industries, Inc. and subsidiary
appearing in the Annual Report of Scientific Industries, Inc. on form 10-KSB for
the year ended June 30, 1997 which is incorporated by reference in this
Registration Statement on Form S-8. We consent to the incorporation by reference
in the Registration Statement on Form S-8 of the aforementioned report.
/s/NUSSBAUM YATES & WOLPOW, P.C.
NUSSBAUM YATES & WOLPOW, P.C.
Melville, NY
June 2, 1998
