<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from to
Commission File Number: 0-21838
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
INDUSTRIAL SCIENTIFIC CORPORATION PROFIT-SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Industrial Scientific Corporation
1001 Oakdale Road
Oakdale, Pennsylvania 15071
<PAGE>
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
I N D E X
_______
<TABLE>
<CAPTION>
Pages
------
<S> <C>
1 Financial statements and schedules
Report of Independent Accountants 2
Financial Statements:
Statement of Net Assets Available for
Benefits with Fund Information as of December 31, 1996 and 1995 3
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1996 4
Notes to Financial Statements 5-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held For Investment Purposes as of
December 31, 1996 10
Item 27d - Schedule of Reportable Transactions for the year ended
December 31, 1996 11
2 Exhibits 12
(23) Consent of Coopers & Lybrand L.L.P.
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors of
Industrial Scientific Corporation:
We have audited the accompanying statement of net assets available for benefits
of Industrial Scientific Corporation Profit Sharing Plan (the Plan) as of
December 31, 1996 and 1995, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1996. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the year ended December 31, 1996 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statement of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for plan benefits of each fund. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
April 18, 1997
2
<PAGE>
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996 and 1995
---------------
<TABLE>
<CAPTION>
National Vanguard Vanguard
City Principal Guardian Industrial Fixed Indexed
Money Fixed Life Scientific Income Trust 500 Fidelity
Market Income Insurance Loan Stock Security Portfolio Balanced
Fund Fund Fund Fund Fund Fund Fund Fund
------------------------------------------------------------------------------------------------
1996
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value $ (1,951) $ 948,881 $ 25,535 $ 143,569 $ 259 $ 1,197,056 $ 1,941,266 _
(Note 3)
Amounts due from employer _ _ _ _ _ 23,864 54,742 _
Employee contributions receivable - - - - 96 1,288 4,529 _
Interest and dividends receivable 19 _ _ _ _ 6,341 22,957 _
-------- ---------- --------- --------- ------ ------------ ----------- -----------
Net assets available for benefits $ (1,932) $ 948,881 $ 25,535 $ 143,569 $ 355 $ 1,228,549 $ 2,023,494 -
======== ========== ========= ========= ====== ============ =========== ===========
<CAPTION>
------------------------------------------------------------------------------------------------
1995
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value $ 13,065 $1,582,721 - $ 139,542 _ $ 1,110,589 $ 940,951 $ 1,119,307
(Note 3)
Amounts due from employer - - - - - 39,298 31,393 51,038
Interest and dividends receivable - - - - - 249 11,233 12,376
-------- ---------- --------- --------- ------ ------------ ----------- -----------
Net assets available for benefits $ 13,065 $1,582,721 - $ 139,542 - $ 1,150,136 $ 983,577 $ 1,182,721
======== ========== ========= ========= ====== ============ =========== ===========
<CAPTION>
Dodge
Morley and Cox Westcore
Janus Institutional Balanced Growth
Fund Fund Fund Fund Total
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments, at fair value $ 2,773,485 $ 387,294 $ 482,067 $ 533,661 $ 8,431,122
(Note 3)
Amounts due from employer 63,871 20,208 27,231 22,880 212,796
Employee contributions receivable 5,091 1,060 1,740 2,688 16,492
Interest and dividends receivable - - - 79,907 109,224
----------- --------- --------- --------- -----------
Net assets available for benefits $ 2,842,447 $ 408,562 $ 511,038 $ 639,136 $ 8,769,634
=========== ========= ========= ========= ===========
<CAPTION>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments, at fair value $ 1,709,844 - - - $ 6,616,019
(Note 3)
Amounts due from employer 62,448 - - - 184,177
Interest and dividends receivable 94,018 - - - 177,876
----------- --------- --------- --------- -----------
Net assets available for benefits $ 1,866,310 - - - $ 6,918,072
=========== ========= ========= ========= ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the year ended December 31, 1996
----------
<TABLE>
<CAPTION>
NATIONAL VANGUARD VANGUARD
CITY PRINCIPAL GUARDIAN INDUSTRIAL FIXED INDEXED
MONEY FIXED LIFE SCIENTIFIC INCOME TRUST 500 FIDELITY
MARKET INCOME INSURANCE LOAN STOCK SECURITY PORTFOLIO BALANCED JANUS
FUND FUND FUND FUND FUND FUND FUND FUND FUND
-------- --------- --------- -------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning of year $13,065 $1,582,721 -- $139,542 -- $1,150,136 $ 983,577 $1,182,721 $1,866,310
Additions:
Employee contributions -- -- -- -- $732 52,845 129,748 -- 157,023
Employer contributions -- -- -- -- -- 31,996 132,149 (51,038) 128,369
Net appreciation -- -- -- -- (44) (16,655) 297,258 (13,342) 108,666
Investment income -- 60,979 -- -- -- -- -- -- --
Interest and dividend income 3,459 -- -- 13,342 -- 71,156 40,689 4,000 314,287
------- -------- ------- -------- ---- ---------- ---------- ---------- ----------
Total additions 3,459 60,979 -- 13,342 688 139,342 599,844 (60,380) 708,345
Deductions:
Withdrawals -- (15,325) -- (13,978) -- (61,824) (17,057) -- (19,269)
Expenses (10,163) -- -- (55) -- -- -- -- --
------- -------- ------- -------- ---- ---------- ---------- ---------- ----------
Total deductions (10,163) (15,325) -- (14,033) -- (61,824) (17,057) -- (19,269)
Transfers:
Transfers for participants'
loans, net of repayment -- -- -- 4,718 -- (8,695) 846 -- (6,175)
Interfund transfers (8,192) -- $25,535 -- (333) (22,191) 341,159 (1,122,341) 181,100
Transfers to new trustee (101) (679,494) -- -- -- 31,781 115,125 -- 112,136
------- -------- ------- -------- ---- ---------- ---------- ---------- ----------
Net transfers (8,293) (679,494) 25,535 4,718 (333) 895 457,130 (1,122,341) 287,061
Net increase (decrease) (14,997) (633,840) 25,535 4,027 355 78,413 1,039,917 (1,182,721) 976,137
------- -------- ------- -------- ---- ---------- ---------- ---------- ----------
Net assets available for
benefits, end of year $(1,932) $948,881 $25,535 $143,569 $355 $1,228,549 $2,023,494 -- $2,842,447
======= ======== ======= ======== ==== ========== ========== ========== ==========
<CAPTION>
DODGE
MORLEY AND COX WESTCORE
INSTITUTIONAL BALANCED GROWTH
FUND FUND FUND TOTAL
------------- --------- --------- -----------
<S> <C> <C> <C> <C>
Net assets available for
benefits, beginning of year -- -- -- $6,918,072
Additions:
Employee contributions $ 43,255 $ 65,640 $ 70,918 520,161
Employer contributions 60,371 81,353 68,354 451,554
Net appreciation 20,008 34,374 (19,444) 410,821
Investment income -- -- -- 60,979
Interest and dividend income -- 20,282 79,907 547,122
------------- --------- --------- -----------
Total additions 123,634 201,649 199,735 1,990,637
Deductions:
Withdrawals (33) (1,371) -- (128,857)
Expenses -- -- -- (10,218)
------------- --------- --------- -----------
Total deductions (33) (1,371) -- (139,075
Transfers:
Transfers for participants'
loans, net of repayment 2,493 2,133 4,680 --
Interfund transfers 34,664 242,583 328,016 --
Transfers to new trustee 247,804 66,044 106,705 --
------------- --------- --------- -----------
Net transfers 284,961 310,760 439,401 --
Net increase (decrease) 408,562 511,038 639,136 1,851,562
------------- --------- --------- -----------
Net assets available for
benefits, end of year $408,562 $511,038 $639,136 $8,769,634
============= ========= ========= ===========
</TABLE>
The accompanying notes are an integral part of the financial statmenets.
4
<PAGE>
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
_______
1. Description of Plan:
--------------------
Industrial Scientific Corporation Profit Sharing Plan (the Plan),
established as of May 1, 1985, is a defined contribution plan covering
substantially all employees who have completed one year of service.
The Plan provides that employees may make regular pre-tax
contributions of 1% to 15% of their salaries. The Plan provides a number of
investment options. Employees direct that their contributions be invested
entirely in one fund or allocated among all funds, subject to allocation
limitations set forth in the Plan. Changes in allocation of future
contributions and transfers of presently invested contributions among funds
are permitted pursuant to the Plan's provisions.
When profitable, Industrial Scientific Corporation (the Company) has
committed to match employee salary deferrals at 50%, up to 6% of eligible
employee compensation. During 1996 and 1995, the Company made additional
discretionary contributions, increasing the total Company match to $1.00 for
every $1.00 of employee salary deferrals. In no event, however, shall such
contributions for any year exceed the maximum amount deductible from the
Company's income for such year under the provisions of the Internal Revenue
Code.
Participants are fully vested in the value of their contributions at all
times and become vested in employer contributions over a 7-year period.
Participants' loans may be granted subject to specified limitations and only
against the vested portion of their account. Loans, which bear interest at a
rate of prime plus 2%, are collateralized by the vested portion of the
participant's account and repayments are made through payroll deductions.
Loans were made in the amount of $62,150 and $75,930 for the years ended
December 31, 1996 and 1995, respectively.
Effective January 1, 1993, the Company changed the custodian of the Plan
from The Principal Financial Group to National City Trust (formerly Integra
Trust Company). The transfer of funds held by The Principal Financial Group
has occured over a four-year period since the investments held were
primarily guaranteed insurance contracts and matured at various dates
through 1996.
2. Summary of Significant Accounting Policies:
------------------------------------------
The financial statements of the Plan have been prepared on the accrual basis
and in conformity with generally accepted accounting principles. The
following are the significant accounting policies followed by the Plan:
Investment Income:
-----------------
Investment income included in the Principal Fixed Income Fund is
comprised of interest income and the net appreciation (depreciation) in
the fair value of guaranteed investment contracts which consist of the
realized gains or losses and the unrealized appreciation (depreciation)
on those investments. A breakdown of the components of investment income
and the net appreciation (depreciation) in the fair value of the
guaranteed investment contracts is not available from The Principal
Financial Group.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
_______
2. Summary of Significant Accounting Policies, continued:
-------------------------------------------
Dividend and Interest Income:
----------------------------
Dividend income is recorded on the ex-dividend date. Interest is recorded
as earned.
Net Appreciation (Depreciation) in Value of Investments:
--------------------------------------------------------
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the value of its
investments which consists of the realized gains or losses and, in
accordance with the policy of stating investments at fair value, the
unrealized appreciation (depreciation) on those investments.
Withdrawals:
-----------
Withdrawals are recorded when paid.
Other:
-----
Primarily all administrative expenses are paid by the Company and are not
expenses of the Plan.
Forfeitures:
-----------
Forfeited, non-vested accounts are allocated to the remaining participant
accounts when forfeited.
Allocations to Participant Accounts:
-----------------------------------
Each participant's account is credited with the participant's
contributions and allocations of the Company's contributions, Plan
earnings, and forfeitures and is charged with an allocation of
administrative expenses. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account.
Use of Estimates:
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
_______
3. Investments:
-----------
As of December 31, 1996, participants may direct employee and employer
contributions into the following eight investment options:
Vanguard Fixed Income Security Fund: The Vanguard Fixed Income Security Fund
-----------------------------------
invests primarily in corporate bonds, United States treasury securities and
highly rated bank instruments with a two to three year average maturity.
Vanguard Indexed Trust 500 Portfolio Fund: The Vanguard Indexed Trust 500
-----------------------------------------
Portfolio Fund invests in equities which parallel the Standard and Poors 500
Index and is heavily weighted towards blue-chip companies with a large
market capitalization.
Janus Fund: The Janus Fund invests in liquidly traded securities with a
----------
large market capitalization.
Dodge and Cox Balanced Fund: The Dodge and Cox Balanced Fund invests
---------------------------
primarily in a diversified portfolio of common stocks, preferred stocks and
bonds.
Westcore Growth Fund: The Westcore Growth Fund invests primarily in medium-
--------------------
sized growth companies.
Morley Institutional Fund: The Morley Institutional Fund purchases
-------------------------
investment contracts from leading life insurance companies and other
financial institutions to provide low-risk stable investments.
Industrial Scientific Stock Fund: The Industrial Scientific Stock Fund
--------------------------------
invests in common stock of the Company.
Investments at December 31, 1996 were as follows:
<TABLE>
<CAPTION>
Unit Fair
Description Units Value Value
----------- ---------- ------- --------------
<S> <C> <C> <C>
National City Money Market Fund - - $ (1951)
Principal Fixed Income Fund* - - 948,881
Guardian Life Insurance Fund - - 25,535
Loan Fund - - 143,569
Industrial Scientific Stock Fund 17 $ 15.25 259
Vanguard Fixed Income Security Fund* 111,354 10.75 1,197,056
Vanguard Indexed Trust 500 Portfolio Fund* 28,069 69.16 1,941,266
Janus Fund* 113,435 25.45 2,773,485
Morley Institutional Fund 21,830 17.74 387,294
Dodge and Cox Balanced Fund* 8,059 59.82 482,067
Westcore Growth Fund* 26,603 20.06 533,661
--------------
$ 8,431,122
==============
</TABLE>
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
_______
3. Investments, continued:
-----------
Investments at December 31, 1995 were as follows:
<TABLE>
<CAPTION>
Description Units Unit Value Fair Value
----------- ----------- ------------ --------------
<S> <C> <C> <C>
National City Money Market Fund 13,065 $ 1.00 $ 13,065
Principal Fixed Income Fund* - - 1,582,721
Loan Fund - - 139,542
Vanguard Fixed Income Security Fund* 101,796 10.91 1,110,589
Vanguard Indexed Trust 500 Portfolio Fund* 16,336 57.60 940,951
Fidelity Balanced Fund* 82,789 13.52 1,119,307
Janus Fund* 74,212 23.04 1,709,844
--------------
$ 6,616,019
==============
</TABLE>
*These funds exceed five percent of the net assets available for benefits.
At December 31, 1996 and 1995, all investments are held by National City
Trust with the exception of the Fixed Income Fund which is held by The
Principal Financial Group. The Money Market Fund is comprised of short-term
money market instruments such as commercial paper, U.S. Treasury bills and
certificates of deposit (less than one year) and is stated at cost which
approximates fair value. The Fixed Income Fund is a guaranteed investment
which has been stated at cost plus reinvested earnings, which approximates
contract value and as of December 31, 1996, approximates fair value.
Participant loans are valued based on the original loan value less principal
repayments which approximates fair value. Mutual fund shares are valued at
the fair value of the underlying assets.
Industrial Scientific Stock Fund is valued at the fair value of the common
stock.
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the
value of investment securities, it is at least reasonably possible that
changes in risks in the near term would materially affect participants'
account balances and the amounts reported in the statement of net assets
available for benefits and the statements of changes in net assets available
for benefits. The Plan's assets also include certain investments in
guaranteed investment contracts (Fixed Income Fund). The Plan's ultimate
realization of amounts invested in such contracts is dependent upon the
continued financial stability of the insurance company that issued the
contracts.
4. Tax Status:
----------
The United States Treasury Department has advised that the Plan is qualified
under Section 401(a) of the Internal Revenue Code (IRC) and is therefore
exempt from federal income taxes under provisions of Section 501(a).
Additionally, employee contributions to the Plan, subject to certain IRC
limits, are also exempt from federal income taxes of the employee. The Plan
has been amended since receiving the determination letter. However, the
Company believes that the Plan is designed and currently is being operated
in compliance with applicable requirements of the IRC.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
_______
5. Plan Termination:
----------------
The Plan may be terminated by the Company; however, management currently has
no intention of terminating the Plan. In the event of Plan termination,
participants are always fully vested in the value of their accounts.
9
<PAGE>
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1996
_______
<TABLE>
<CAPITON>
Identity of Issue, Borrower, Lessor Description Fair
or Similar Party of Investment Cost Value
- -------------------------------------------------------- --------------------------------------- -------------- --------------
<S> <C> <C> <C>
National City Money Market Fund - $ (1,951) $ (1,951)
Principal Fixed Income Fund Fixed income contract #4-06317;
maturity date 12/31/96;
interest rates of 6.6% - 6.8% 948,881 948,881
Guardian Life Insurance Company of America Insurance policy 25,535 25,535
Loan Fund Interest rates of 7.7% - 11% - 143,569
Vanguard Fixed Income Security Fund - 1,197,605 1,197,056
Vanguard Indexed Trust 500 Portfolio Fund - 1,467,142 1,941,266
Janus Fund - 2,488,956 2,773,485
Dodge and Cox Balanced Fund - 451,464 482,067
Westcore Growth Fund - 554,049 533,661
Morley Institutional Fund - 369,847 387,294
Industrial Scientific Stock Fund - 303 259
-------------- --------------
$ 7,501,831 $ 8,431,122
============== ==============
</TABLE>
10
<PAGE>
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996
_______
<TABLE>
<CAPTION>
Purchase Selling
Identity of Party Involved Description of Asset Price Price
- --------------------------- ---------------------------------------------- ------------- --------------------
<S> <C> <C> <C>
National City Trust Dodge and Cox Balanced Fund 500,045(1) -
Investor Prime Obligators Money Market 2,424,802(2) -
2,437,461 $ 2,437,461(3)
Federated U.S. Treasury Obligations Short-Term 678,202(4) -
Investment
678,202 678,202(5)
Fidelity Balanced Fund 1,096,254 1,122,341(6)
Janus Fund 795,144(7) -
Morley Institutional Fund 611,741(8) -
Vanguard Indexed Trust 500 Portfolio Fund 823,419(9) -
Westcore Growth Fund 564,697(10) -
<CAPTION>
Cost and Current
Value of Asset Gain/(Loss)
Identity of Party Involved on Transaction Date on Transaction
- --------------------------- -------------------- --------------
<S> <C> <C>
National City Trust $ 500,045 -
2,424,802 -
2,437,461 -
678,202 -
678,202 -
1,096,254 $ 26,087
795,144 -
611,741 -
823,419 -
564,697 -
</TABLE>
(1) Represents 29 purchase transactions, none of which individually exceed 5%
of the fair value of plan assets at the beginning of the year.
(2) Represents 27 purchase transactions, two of which individually exceed 5%
of the fair value of plan assets at the beginning of the year.
(3) Represents 20 sales transactions, four of which individually exceed 5% of
the fair value of plan assets at the beginning of the year.
(4) Represents 23 purchase transactions, one of which individually exceeds 5%
of the fair value of plan assets at the beginning of the year.
(5) Represents 20 sales transactions, one of which individually exceeds 5% of
the fair value of plan assets at the beginning of the year.
(6) Represents 1 sales transaction which individually exceeds 5% of the fair
value of plan assets at the beginning of the year.
(7) Represents 33 purchase transactions, none of which individually exceed 5%
of the fair value of plan assets at the beginning of the year.
(8) Represents 24 purchase transactions, one of which individually exceeds 5%
of the fair value of plan assets at the beginning of the year.
(9) Represents 36 purchase transactions, none of which individually exceed 5%
of the fair value of plan assets at the beginning of the year.
(10) Represents 30 purchase transactions, none of which individually exceed 5%
of the fair value of plan assets at the beginning of the year.
11
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in registration statement No.
333-08169 of Industrial Scientific Corporation on Form S-8 of our report dated
April 18, 1997, on our audits of the financial statements and supplemental
schedules of the Industrial Scientific Corporation Profit Sharing Plan as of
December 31, 1996 and 1995 and for the year ended December 31, 1996, which
report is included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
June 27, 1997
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
Date: June 26, 1997 By: /s/ James P. Hart
------------------------------------ --------------------------------
Name: James P. Hart
Title: Vice President of
Finance and Chief
Financial Officer
13
