0000087802-13-000007.txt : 20130627 0000087802-13-000007.hdr.sgml : 20130627 20130627102733 ACCESSION NUMBER: 0000087802-13-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130612 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Other Events FILED AS OF DATE: 20130627 DATE AS OF CHANGE: 20130627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC INDUSTRIES INC CENTRAL INDEX KEY: 0000087802 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042217279 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06658 FILM NUMBER: 13936256 BUSINESS ADDRESS: STREET 1: 70 ORVILLE DR STREET 2: AIRPORT INTERNATIONAL PLZ CITY: BOHEMIA STATE: NY ZIP: 11716 BUSINESS PHONE: 6315674700 MAIL ADDRESS: STREET 1: 70 ORVILLE DR CITY: BOHEMIA STATE: NY ZIP: 11716 8-K 1 biodox.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 27, 2013 SCIENTIFIC INDUSTRIES, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 000-6658 04-2217279 _______________ _____________ __________________ (State or other (Commission (IRS Employer No.) jurisdiction of File Number) incorporation) 70 Orville Drive Bohemia, New York 11716 __________________________________________________ (Address of principal executive offices) (631) 567-4700 __________________________________________________ Registrant's telephone number, including area code Not Applicable __________________________________________________ (Former name or former address, if changed since last report) ITEM 1.02. Termination of a Material Definitive Agreement See Item 8.01 for termination of the Research and Development Agreement between BioDox R&D Corporation and the Company's subsidiary, Scientific Bioprocessing, Inc. ITEM 8.01. Termination of a Material Definitive Agreement In June 2013, Scientific Bioprocessing, Inc, a wholly-owned subsidiary of the Company, terminated its Research and Development Agreement with BioDox R&D Corporation (the "Developer") formerly Fluorometrix Inc., pursuant to Section 7.2(b)(iii) of the Agreement due to the death of Dr. Joseph E. Qualitz, the Developer's Chief Operating Officer. The R&D Agreement provides that the Agreement terminate immediately upon the cessation of Qualitz "to carry out and be responsible for the day-to-day business operation of Developer unless the Company consents in writing to a replacement who has similar skills, education, experience and capabilities." The Company believes that the termination will not be materially adverse to the Company's operation or financial condition as it believes the research and development can be performed by its staff, or if needed, through qualified subcontractors at no additional material increase in cost from that to be incurred if the agreement was not terminated. ITEM 9.01 Financial Statements and Exhibits (a) and (b) not applicable (c) Exhibits Exhibit No. Exhibit ___________ _____________________________ 99.1 Research and Development Agreement between Scientific Bioprocessing, Inc, and BioDox R&D Corporation, dated November 14, 2011 (incorporated hereto by reference to Exhibit 10(B) to Current Report on Form 8-K, dated November 14, 2011) 99.2 Notice of Termination of Reseearch and Development Agreement SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SCIENTIFIC INDUSTRIES, INC. (Registrant) Date: June 27, 2013 By: /s/ Helena R. Santos ________________________ Helena R. Santos, President and Chief Executive Officer EX-99.1 CHARTER 2 biolettr.txt Scientific Bioprocessing, Inc. 70 Orville Drive Bohemia, New York 11716 June 12, 2013 BioDox R&D Corporation 24 Timber Edge Road Stow, Massachusetts 01775 Gentlemen: Please be advised that due to the death of Dr. Joseph E. Qualitz, Scientific Bioprocessing, Inc. (the "Company") has determined pursuant to Section 7.2(b)(iv) of the Research and Development Agreement dated November 14, 2011 between the Company and BioDox R&D Corporation (the "Developer"), to terminate the Agreement effective immediately. Very truly yours, SCIENTIFIC BIOPROCESSING, INC. BY: /S/ HELENA R. SANTOS _____________________ Helena R. Santos, President cc: Mr. Thomas Alexander c/o Fluorometrix Corporation 15913 S. Windy City Road Mulino, OR 97042 Donna Qualitz BioDox R&D Corporation P.O. Box 816, Stow MA 01775