-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DG5FUJ+kx3QbwyoIVVmujZh6NRDLUED2IetIs1pV+1+77Si00FyDbUas0apuLJ2M J7jEuVkD7Yo4Sc+n0ONZSg== 0001412375-10-000002.txt : 20101129 0001412375-10-000002.hdr.sgml : 20101129 20101129102611 ACCESSION NUMBER: 0001412375-10-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101129 DATE AS OF CHANGE: 20101129 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Morin Grace Sanborn CENTRAL INDEX KEY: 0001412375 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O ALTAMIRA INSTRUMENTS, INC. STREET 2: 149 DELTA DRIVE CITY: PITTSBURGH STATE: PA ZIP: 15238 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-13492 FILM NUMBER: 101217545 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 SC 13D 1 sched13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SCIENTIFIC INDUSTRIES, INC. (Name of Issuer) Common Stock, $0.05 par value (Title of Class of Securities) 808757108 ______________ (CUSIP Number) Grace S. Morin c/o Altamira Instruments, Inc. 149 Delta Drive Pittsburgh, Pennsylvania 15238 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Leo Silverstein, Esq., Reitler Kailas & Rosenblatt LLC, 885 Third Avenue, 20th Floor, New York, NY 10022 (212-209-3050) November 23, 2010 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP N0.: 808757108 - ----------------------------------------------------------------------- 1) NAME OF REPORTING PERSON Grace S. Morin I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) - ----------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------- 3) SEC Use Only ---------------------------------------------------------------------- 4) SOURCE OF FUNDS PF - ----------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------- NUMBER OF 7) SOLE VOTING POWER 82,950 SHARES ----------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER [ ] OWNED BY ---------------------------------------- EACH 9) SOLE DISPOSITIVE POWER 82,950 REPORTING ----------------------------------------------------- PERSON WITH 10) SHARED DISPOSITIVE POWER [ ] ----------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,783 - ----------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% - ----------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------- CUSIP N0.: 808757108 - ----------------------------------------------------------------------- 1) NAME OF REPORTING PERSON Brookman P. March I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) - ----------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ----------------------------------------------------------------------- 3) SEC Use Only ---------------------------------------------------------------------- 4) SOURCE OF FUNDS SC - ----------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ----------------------------------------------------------------------- NUMBER OF 7) SOLE VOTING POWER 4,833 SHARES ----------------------------------------- BENEFICIALLY 8) SHARED VOTING POWER [ ] OWNED BY ---------------------------------------- EACH 9) SOLE DISPOSITIVE POWER 4,833 REPORTING ----------------------------------------------------- PERSON WITH 10) SHARED DISPOSITIVE POWER [ ] - ----------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,783 - ----------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9% - ----------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - ----------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Statement relates to the common stock, $.05 par value (the "Common Stock") of Scientific Industries, Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 70 Orville Drive, Bohemia, New York 11716. ITEM 2. IDENTITY AND BACKGROUND (a) This statement is being filed by Ms. Grace S. Morin ("Morin"), and Mr. Brookman P, March ("March"), her husband (collectively, the "Reporting Persons"). (b) The business office of the Reporting Persons is c/o Altamira Instruments, Inc., 149 Delta Drive, Pittsburgh, Pennsylvania 15238. (c) The principal occupation of Ms. Morin is consultant to Altamira and a member of the board of directors of the Company. The principal business of Mr. March is President and Director of Marketing and Sales of the Company's subsidiary, Altamira Instruments, Inc. (d) During the last five (5) years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five (5) years, neither Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Ms. Morin and Mr. March are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On November 30, 2006, Ms. Morin acquired 112,950 shares of the Company's Common Stock pursuant to a Stock Purchase Agreement whereby the Company acquired all of the outstanding capital stock of Altamira Instruments, Inc. for cash of $361,000 and an aggregate 125,000 shares. Ms. Morin was the President and principal stockholder of Altamira since December 2003 until its acquisition. She sold 30,000 shares in a private transaction on May 15, 2008. Mr. March, the husband of Ms. Morin, was granted on December 2, 2009 five year stock options by the Company under its 2002 Stock Option Plan to purchase 6,500 shares at a price of $3.07 per share, market price on the date of grant. Of the 6,500 options, 4,000 were granted under his employment agreement providing for his employment as President and Director of Sales and Marketing of Altamira in satisfaction of $6,900 of a salary increase and 2,500 valued at $4,100 were granted to him as a bonus for his services during the 12 months ended November 30, 2009. ITEM 4. PURPOSE OF TRANSACTION The disclosure set forth in Item 3 is hereby incorporated by reference. Except as set forth herein, the Reporting Persons do not have any present plan or proposal which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person reserves the right from time to time to acquire or dispose of shares of the Common Stock, or to formulate other purposes, plans or proposals regarding the Company or securities of the Company held by such Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors. ITEM 5. INTEREST IN SECURITIES OF THE COMPANY. (a) As of the date hereof, (i) Ms. Morin owns 82,950 shares of Common Stock (which represents 6.9% of the outstanding shares of Common Stock), exclusive of 4,833 shares of Common Stock issuable upon exercise within 60 days of the date herewith of options held by Mr. March, as to which she disclaims beneficial ownership, and (ii) Mr. March beneficially owns 4,833 shares of Common Stock of the Company which shares are issuable upon exercise within 60 days of the date herewith of options issued under the 2002 Stock Option Plan of the Company, and which represents .4% of the outstanding shares of Common Stock of the Company. The aforesaid percentages are calculated based upon 1,196,577 outstanding shares of Common Stock of the Company as of October 29, 2010 as reported in the Company's Quarterly Report on Form 10-Q, dated November 12, 2010, for the three months ended September 30, 2010. (b) Ms. Morin has the sole power to vote and dispose of 82,950 shares of Common Stock of the Company and Mr. March has sole power to vote and dispose of the 4,833 shares of Common Stock of the Company upon exercise of the options. (c) The Reporting Persons have not effected any transactions in any shares of Common Stock of the Company during the past 60 days. (d) No person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. (e) Not applicable ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. To the best knowledge of the Reporting Persons, there is no contract, arrangement, understanding or relationship (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Agreement Regarding Joint Filing of Schedule 13D. Stock Purchase Agreement dated as of November 30, 2006 between Ms. Morin and other sellers of the capital stock of Altamira Instruments, Inc. named therein incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 5, 2006. Employment Agreement dated as of October 12, 2010 between Altamira Instruments, Inc. and Mr. March incorporated by reference as Exhibit 10A-1 to the Company's Current Report on Form 8-K filed on October 13, 2010. Company's Stock Option Agreements dated December 2, 2009 with Mr. March. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: November 29, 2010 /s/ Grace S. Morin _________________________ Grace S. Morin /s/ Brookman P. March _________________________ Brookman P. March AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D ______________________________ The undersigned hereby agree that the statement on Schedule 13D to which this Agreement is attached is filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: November 29, 2010 /s /Grace S. Morin _________________________ Grace S. Morin /s/Brookman P. March _________________________ Brookman P. March EX-10 2 options.txt EXHIBIT SCIENTIFIC INDUSTRIES, INC. 2002 STOCK OPTION PLAN OPTION CERTIFICATE This Certificate, when executed by a duly authorized officer of Scientific Industries, Inc. (the "Company"), evidences the grant to the Optionee named herein of an Incentive Stock Option to purchase shares of the Common Stock of the Company. 1. Optionee: Brookman P. March 2. Number of Shares of Common Stock to Option: 2,500 3. Option Price: $3.07 4. Date of Grant: December 2, 2009 5. Expiration Date of Option: December 2, 2014 This Option is subject to, and governed by, all the terms of the Company's 2002 Stock Option Plan. SCIENTIFIC INDUSTRIES, INC. By: /s/ Helena R. Santos ________________________ Helena R. Santos President & CEO _____________________________________________________________________ SCIENTIFIC INDUSTRIES, INC. 2002 STOCK OPTION PLAN OPTION CERTIFICATE This Certificate, when executed by a duly authorized officer of Scientific Industries, Inc. (the "Company"), evidences the grant to the Optionee named herein of an Incentive Stock Option to purchase shares of the Common Stock of the Company. 1. Optionee: Brookman P. March 2. Number of Shares of Common Stock to Option: 4,000 3. Option Price: $3.07 4. Date of Grant: December 2, 2009 10. Term: The five years ended November 30, 2014 except that in the event of the termination of his employment prior to November 1, 2010 pursuant to Section 7(c) of the Amended Employment Agreement dated October 30, 2008 between March and Altamira Industries, Inc. the last day of the Term shall be the date of such termination. 11. Vesting: The Option may not be exercised during the first calendar month of the Term with respect to more than 333 shares, which limit shall increase by 333 additional shares for each following calendar month of the Term until November 1, 2010 at which time and date during the balance of the Term it shall be exercisable for all of the shares not previously acquired upon exercise. This Option is subject to, and governed by, all the terms of the Company's 2002 Stock Option Plan. SCIENTIFIC INDUSTRIES, INC. By: /s/ Helena R. Santos ________________________ Helena R. Santos President & CEO -----END PRIVACY-ENHANCED MESSAGE-----