Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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