<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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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
REPORT ON AUDITS OF FINANCIAL STATEMENTS
for the years ended December 31, 1997 and 1996
AND SUPPLEMENTAL SCHEDULES
for the year ended December 31, 1997
<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, 1997 and 1996 3
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the year ended December 31, 1997 4
Notes to Financial Statements 5-9
Supplemental Schedules:
Line 27a - Schedule of Assets Held For Investment Purposes as of
December 31, 1997 10
Line 27d - Schedule of Reportable Transactions for the year ended
December 31, 1997 11
2. Exhibits
23. Consent of Coopers & Lybrand L.L.P.
</TABLE>
1
<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, 1997 and 1996, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for benefits
for the year ended December 31, 1997 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 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
Pittsburgh, Pennsylvania
April 18, 1998
2
<PAGE>
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1997 and 1996
----------
<TABLE>
<CAPTION>
1997
- ------------------------------------------------------------------------------------------------------------------------------------
National Vanguard Vanguard
City Principal Guardian Industrial Fixed Indexed
Money Fixed Life Scientific Income Trust 500
Market Income Insurance Loan Stock Security Portfolio Janus
Fund Fund Fund Fund Fund Fund Fund Fund
-------- --------- --------- -------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value (Note 3) -- -- -- $235,260 $162,300 -- $3,174,370 $3,983,324
Amounts due from employer -- -- -- -- 2,129 -- 60,419 66,658
Employee contributions receivable -- -- -- -- 87 -- 3,963 4,255
-------- --------- --------- -------- ---------- -------- ---------- ----------
Net assets available for benefits -- -- -- $235,260 $164,516 -- $3,238,752 $4,054,237
======== ========= ========= ======== ========== ======== ========== ==========
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Dodge
Morley and Cox Westcore PNC Invesco Janus
Institutional Balanced Growth Investment Balanced Mercury PNC
Fund Fund Fund Contract Fund Fund Cash Total
------------- --------- --------- ---------- -------- -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value (Note 3) -- -- -- $1,632,400 $929,138 $934,571 $22,510 $11,073,873
Amounts due from employer -- -- -- 32,024 22,848 29,553 -- 213,631
Employee contributions receivable -- -- -- 1,184 1,018 1,454 -- 11,961
------------- --------- --------- ---------- -------- -------- ------- -----------
Net assets available for benefits -- -- -- $1,665,608 $953,004 $965,578 $22,510 $11,299,465
============= ========= ========= ========== ======== ======== ======= ===========
</TABLE>
<TABLE>
<CAPTION>
1996
- ------------------------------------------------------------------------------------------------------------------------------------
National Vanguard Vanguard
City Principal Guardian Industrial Fixed Indexed
Money Fixed Life Scientific Income Trust 500
Market Income Insurance Loan Stock Security Portfolio Janus
Fund Fund Fund Fund Fund Fund Fund Fund
-------- --------- --------- -------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value (Note 3) $(1,951) $948,881 $25,535 $143,569 $ 259 $1,197,056 $1,941,266 $2,773,485
Amounts due from employer -- -- -- -- -- 23,864 54,742 63,871
Employee contributions receivable -- -- -- -- 96 1,288 4,529 5,091
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 $2,842,447
======= ======== ======= ======== ====== ========== ========== ==========
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Dodge
Morley and Cox Westcore PNC Invesco Janus
Institutional Balanced Growth Investment Balanced Mercury PNC
Fund Fund Fund Contract Fund Fund Cash Total
------------- --------- --------- ---------- -------- -------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value (Note 3) $387,294 $482,067 $533,661 -- -- -- -- $8,431,122
Amounts due from employer 20,208 27,231 22,880 -- -- -- -- 212,796
Employee contributions receivable 1,060 1,740 2,688 -- -- -- -- 16,492
Interest and dividends receivable -- -- 79,907 -- -- -- -- 109,224
-------- -------- -------- -------- -------- ------- ------- ----------
Net assets available for benefits $408,562 $511,038 $639,136 -- -- -- -- $8,769,634
======== ======== ======== ======== ======== ======= ======= ==========
</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 BENEFITS
for the year ended December 31, 1997
----------
<TABLE>
<CAPTION>
National Vanguard Vanguard
City Principal Guardian Industrial Fixed Indexed
Money Fixed Life Scientific Income Trust 500
Market Income Insurance Loan Stock Security Portfolio Janus
Fund Fund Fund Fund Fund Fund Fund Fund
-------- --------- --------- -------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year $(1,932) $ 948,881 $ 25,535 $143,569 $ 355 $ 1,228,549 $2,023,494 $2,842,447
Additions:
Employee contributions -- -- -- -- 6,561 26,935 154,424 171,502
Employer contributions -- -- -- -- 7,251 -- 151,284 163,350
Net appreciation (depreciation) -- -- -- -- 17,516 (66,530) 739,110 39,236
Interest and dividend income 4,744 -- -- 14,992 975 33,823 29,251 662,909
------- --------- -------- -------- -------- ----------- ---------- ----------
Total additions 4,744 -- -- 14,992 32,304 (5,772) 1,074,068 1,036,997
Deductions:
Withdrawals -- -- -- (5,369) -- -- (9,917) (12,561)
Expenses -- -- -- -- (53) -- (1,746) (618)
------- --------- -------- -------- -------- ----------- ---------- ----------
Total deductions -- -- -- (5,369) (53) -- (11,663) (13,179)
Transfers:
Transfers for participants' loans,
net of repayment -- -- -- 82,068 (732) (4,759) (21,027) (37,348)
Interfund transfers, net (2,812) 1,216 -- -- 20,102 (34,934) (28,516) (122,901)
Transfers to new trustee and forfeitures -- (950,097) (25,535) -- 112,540 (1,183,084) 202,396 (348,220)
------- --------- -------- -------- -------- ----------- ---------- ----------
Net transfers (2,812) (948,881) (25,535) 82,068 131,910 (1,222,777) 152,853 187,971
------- --------- -------- -------- -------- ----------- ---------- ----------
Net increase (decrease) 1,932 (948,881) (25,535) 91,691 164,161 (1,228,549) 1,215,258 1,211,789
------- --------- -------- -------- -------- ----------- ---------- ----------
Net assets available for benefits,
end of year -- -- -- $235,260 $164,516 -- $3,238,752 $4,054,237
======= ========= ======== ======== ======== =========== ========== ==========
<CAPTION>
Dodge
Morley and Cox Westcore PNC Invesco Janus
Institutional Balanced Growth Investment Balanced Mercury PNC
Fund Fund Fund Contract Fund Fund Cash Total
------------- --------- --------- ---------- -------- -------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available for benefits,
beginning of year $ 408,562 $ 511,038 $ 639,136 -- -- -- -- $ 8,769,634
Additions:
Employee contributions 14,331 27,887 41,081 $ 27,086 $ 23,146 $ 34,730 -- 527,683
Employer contributions -- -- -- 57,579 59,102 77,494 -- 516,060
Net appreciation (depreciation) (46,247) 24,702 88,097 54,366 (26,340) (13,689) -- 810,221
Interest and dividend income -- 6,518 -- 6,358 88,274 106,768 -- 954,612
--------- --------- --------- ---------- -------- -------- ------- -----------
Total additions (31,916) 59,107 129,178 145,389 144,181 205,303 -- 2,808,576
Deductions:
Withdrawals -- -- -- (251,387) (409) (8,045) -- (287,688)
Expenses -- -- -- (2,315) (133) (148) -- (5,013)
--------- --------- --------- ---------- -------- -------- ------- -----------
Total deductions -- -- -- (253,702) (542) (8,193) -- (292,701)
Transfers:
Transfers for participants' loans,
net of repayment (401) 2,829 (5,482) (11,211) 2,040 (5,977) -- --
Interfund transfers, net 16,252 11,689 (95,932) 48,708 168,427 (3,809) $22,510 --
Transfers to new trustee and forfeitures (392,497) (584,663) (666,900) 1,736,424 638,898 778,254 -- 13,956
--------- --------- --------- ---------- -------- -------- ------- -----------
Net transfers (376,646) (570,145) (768,314) 1,773,921 809,365 768,468 22,510 13,956
--------- --------- --------- ---------- -------- -------- ------- -----------
Net increase (decrease) (408,562) (511,038) (639,136) 1,665,608 953,004 965,578 22,510 2,529,831
--------- --------- --------- ---------- -------- -------- ------- -----------
Net assets available for benefits,
end of year -- -- -- $1,665,608 $953,004 $965,578 $22,510 $11,299,465
========= ========= ========= ========== ======== ======== ======= ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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 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 1997, 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 $142,325 and $62,150 for the years ended
December 31, 1997 and 1996, respectively.
Effective January 1, 1997, the Company changed the custodian of the Plan
from National City Trust to PNC Trust Services.
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:
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.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
2. Summary of Significant Accounting Policies, continued:
------------------------------------------
Withdrawals:
-----------
Withdrawals are recorded when paid.
Other:
-----
All administrative expenses are paid by the Company and are not expenses
of the Plan, with the exception of Trustee fees which are paid by the
Plan.
Forfeitures:
-----------
Forfeited, non-vested accounts are allocated to the remaining participant
accounts when forfeited.
Loans
-----
Loans may be granted subject to specified limitations and only against the
vested portion of the participants account.
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.
3. Investments:
-----------
During the years ending December 31, 1997 and 1996, participants were
eligible to direct employee and employer contributions into the following
ten investment options:
Industrial Scientific Stock Fund: The Industrial Scientific Stock Fund
--------------------------------
invests in common stock of the Company.
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 traded securities with a large
----------
market capitalization.
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
3. Investments, continued:
-----------
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.
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.
PNC Investment Contract Fund: The PNC Investment Contract Fund holds a
----------------------------
diversified portfolio of investment contracts issued by insurance
companies (GICs) and cash equivalents. The average maturity of the fund is
less than three years.
Janus Mercury Fund: The Janus Mercury Fund invests in common stocks of any
------------------
size which may include emerging growth companies.
Invesco Balanced Fund: The Invesco Balanced Fund invests in a combination
---------------------
of fixed income and equity securities.
Investments at December 31, 1997 were as follows:
<TABLE>
<CAPTION>
Unit Fair
Description Units Value Value
- ------------------------------------------ ------- ------ -----------
<S> <C> <C> <C>
Loan Fund 235,260 $ 1.00 $ 235,260
Industrial Scientific Stock Fund 7,655 20.75 158,841
Industrial Scientific Liquidity Fund 3,459 1.00 3,459
Vanguard Indexed Trust 500 Portfolio Fund* 35,243 90.07 3,174,370
Janus Fund* 159,973 24.90 3,983,324
PNC Investment Contract Fund* 871,543 1.87 1,632,400
Invesco Balanced Fund* 64,167 14.48 929,138
Janus Mercury Fund* 56,641 16.50 934,571
PNC Cash Fund 22,510 1.00 22,510
-----------
$11,073,873
===========
</TABLE>
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
3. Investments, continued:
-----------
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 -- -- $ (1,951)
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>
*These funds exceed five percent of the net assets available for benefits, as of
the respective years.
At December 31, 1996, all investments were held by National City Trust with the
exception of the Fixed Income Fund which was held by The Principal Financial
Group. As of December 31, 1997, all investments were held with PNC Trust
Services. The National City 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 Principal 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, 1997, 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
based on the last trade date.
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.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS, Continued
-------
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.
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
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1997
-------
<TABLE>
<CAPTION>
Unit Fair
Description Units Value Cost Value
- ------------------------------------------ ------- ------ ----------- -----------
<S> <C> <C> <C> <C>
Loan Fund 235,260 1.00 $ 235,260 $ 235,260
Industrial Scientific Stock Fund 7,655 20.75 131,539 158,841
Industrial Scientific Liquidity Fund 3,459 1.00 3,459 3,459
Vanguard Indexed Trust 500 Portfolio Fund 35,243 90.07 2,817,133 3,174,370
Janus Fund 159,973 24.90 4,204,120 3,983,324
PNC Investment Contract Fund 871,543 1.87 1,584,995 1,632,400
Invesco Balanced Fund 64,167 14.48 955,649 929,138
Janus Mercury Fund 56,641 16.50 952,837 934,571
PNC Cash Fund 22,510 1.00 22,510 22,510
----------- -----------
$10,907,502 $11,073,873
=========== ===========
</TABLE>
10
<PAGE>
INDUSTRIAL SCIENTIFIC CORPORATION
PROFIT SHARING PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
-------
<TABLE>
<CAPTION>
Cost and Current
Purchase Selling Value of Asset Gain/(Loss)
Identity of Party Involved Description of Asset Price Price on Transaction Date on Transaction
- -------------------------- -------------------------------------- ----------- ----------- ------------------- --------------
<S> <C> <C> <C> <C> <C>
National City Trust Dodge and Cox Balanced Fund -- $ 610,839(1) $ 540,463 $ 70,376
National City Trust Federated U.S. Treasury Obligations
Short-Term Investment -- 9,887,197(2) 9,887,197 --
National City Trust Federated U.S. Treasury Obligations
Short-Term Investment $9,887,197(3) -- 9,887,197 --
National City Trust Janus Fund -- 3,466,046(4) 2,918,334 547,712
National City Trust Vanguard Fixed Income Securities
Fund -- 1,305,521(5) 1,311,825 (6,304)
National City Trust Vanguard Indexed Trust 500
Portfolio Fund -- 2,599,402(6) 1,803,583 795,819
National City Trust Westcore Growth Fund -- 856,411(7) 830,732 25,679
PNC Trust Janus Fund 927,553(8) -- 927,553 --
PNC Trust Janus Fund 3,455,138(9) -- 3,455,138 --
PNC Trust Vanguard Indexed 500 Fund 2,667,128(9) -- 2,667,128 --
PNC Trust PNC Investment Contract 1,671,978(9) -- 1,671,978 --
PNC Trust Invesco Balanced Fund 609,920(9) -- 609,920 --
PNC Trust Janus Mercury Fund 754,920(9) -- 754,920 --
</TABLE>
(1) Represents 4 purchase transactions, one of which individually exceeds 5%
of the fair value of plan assets at the beginning of the year.
(2) Represents 16 purchase transactions, two of which individually exceed 5%
of the fair value of plan assets at the beginning of the year.
(3) Represents 21 sales transactions, three of which individually exceed 5% of
the fair value of plan assets at the beginning of the year.
(4) Represents 10 purchase transactions, one of which individually exceeds 5%
of the fair value of plan assets at the beginning of the year.
(5) Represents 6 sales transactions, one of which individually exceeds 5% of
the fair value of plan assets at the beginning of the year.
(6) Represents 9 sales transactions one of which individually exceeds 5% of
the fair value of plan assets at the beginning of the year.
(7) Represents 9 purchase transactions, one of which individually exceeds 5%
of the fair value of plan assets at the beginning of the year.
(8) Represents 22 purchase transactions, one of which individually exceeds 5%
of the fair value of plan assets at the beginning of the year.
(9) Represents 1 purchase transaction, which exceeds 5% of the fair value of
plan assets at the beginning of the year.
11
<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 30, 1998 By: /s/ James P. Hart
----------------------------- ------------------------------------
Name: James P. Hart
Title: Vice President of Finance and
Chief Financial Officer
12
<PAGE>
EXHIBIT 23
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, 1998, on our audits of the financial statements and supplemental
schedules of the Industrial Scientific Corporation Profit Sharing Plan as of
December 31, 1997 and 1996 and for the year ended December 31, 1997, which
report is included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
June 30, 1998
