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): March 15, 2007
Delaware 000-6658 04-2217279 ___________ ____________ __________________ (State or other (Commission (IRS Employer No.) jurisdiction of File Number) incorporation) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 15, 2007 the Company entered into a Second Amended and Restated Consulting Agreement (the "Agreement") with Joseph G. Cremonese, a Director of the Company and Laboratory Innovation Company ("LIC"), and affilitate of Mr. Cremonese, pursuant to which Mr. Cremonese and LIC provide consulting services to the Company with respect to the development and marketing of the Company's products. The Agreement amends and restates the Amended and Restated Consulting Agreement dated March 22, 2005 by and among the Company, Mr. Cremonese and LIC to extend the expiration date from December 31, 2006 to December 31, 2008, reduce the minimum number of days during a 12 month period during which consultants are expected to provide consulting services to the Company from 72 to 60, and to increase the rate per day for services rendered from $500 to $600. The Agreement is effective retroactively to January 1, 2007. No other material changes were made.
No other material changes were made.
ITEM 9.01 Financial Statements and Exhibits
(a) and (b) not applicable
(c) Exhibits
Exhibit No. Exhibit
___________ _______
10A-1 Second Amended and Restated Consulting Agreement
with Joseph G. Cremonese and Laboratory
Innovation Company.
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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: March 16, 2007
By: /s/ Helena R. Santos
Helena R. Santos,
President and Chief Executive
Officer
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SECOND
AMENDED AND RESTATED
CONSULTING AGREEMENT
Second Amended and Restated Agreement dated March 15, 2007 between Scientific Industries, Inc., a Delaware Corporation, (the "Company") and Joseph G. Cremonese ("JC") and Laboratory Innovation Company, Ltd., a Pennsylvania sub-chapter S corporation, of which JC is President, director and sole stockholder ("LIC").
Whereas, JC through LIC (collectively the "Consultants") and the Company desire to amend and restate the Amended and Restated Consulting Agreement dated March 22, 2005 relating to the consulting services rendered by the Consultants to the Company.
IT IS HEREBY AGREED as follows:
1. Consultants will continue to provide pursuant to this Agreement the consulting services at the request of the Company with respect to the development and marketing of products of the Company for the period commencing January 1, 2007, a minimum of 60 days per each 12 month period, at the guaranteed rate of $600.00 per day. Any days of service in excess of 96 days during such 12-month period shall be subject to Consultant's availability and the Company and the Consultants agreeing to a rate of compensation for such additional days.
2. Consultants will provide a minimum of five days in any given month with a goal of six days per month on average. As special requirements (i.e. trade shows) are presented, Consultants will make available as many days as needed in any month provided that the Company provides Consultants at least 21 days prior notice.
3. (a) Payment for the foregoing service should be made to Laboratory Innovation Company, P.O. Box 1907, Greensburg, PA 15601-6907, at the rate of $3,000.00 per month, payable within 10 days of the calendar month in which the services are rendered.
(b) to the extent that on December 31, 2007 and on December 31, 2008, the number of days of Consultant's services for the 12 months then ended is less or more than 60 days the following shall apply:
(i) if less, the Company shall be entitled to a credit equal to the product of (A) the number of days below the Minimum and (B) the guaranteed rate, with the credit to be applied to the monthly payments and unreimbursed expenses payable pursuant to Paragraph 4 for the immediately following month or months of service under the Agreement, with any balance outstanding as of the termination or expiration of this Agreement to be paid in full by Consultants to the Company within 30 days following such expiration or termination; and
(ii) If more, the Company shall pay LIC within 30 days of such determination, the product of (A) the number of days which exceed the Minimum, and (B) the guaranteed rate; subject to provisions in Section 1 as to days of service in excess of 96 hours during such period
(c) In the event of a termination of this Agreement on a date
other than the last date of the 12 month period referred to in
Section 2(b), the determination of the credit or deficiency
shall be based on a pro rata portion determined by the number of
months and fraction of a month, if any, from the immediately
preceding December 31, to the termination date.
4. Expenses will be submitted on an expense report with original receipts. Routine expenses will include; public transportation, taxi fares, hotels, parking, tolls and auto mileage at the rate of $0.40/mile. Meals will only be submitted as an expense item during trade shows or required Company meetings. All expenses are subject to approval by an authorized officer of the Company with air travel charges and other expenditures to be pre-approved.
5. A Summary Plan of Consulting Services and Duties will be provided at the beginning of each quarter of the year and will be defined and agreed upon during a monthly conference telephone call with the President and Executive Vice President. Broad based objectives, as outlined in the Company's Business Plan, will be implemented routinely, without the need for a specific conference, and a monthly summary report will be submitted to account for the time spent on such routine activities.
6. Consultants confirm and agree to execute and deliver to the Company the Confidentiality Information Agreement and Non-Competition Agreements, in the form of Exhibits A and B hereto which agreements shall survive the expiration or termination of the Agreement for whatever reason.
7. This Second Amended and Restated Consultant Agreement replaces the original Consultant Agreement and the Amended and Restated Consultant Agreement and shall terminate, except as to Section 6, on December 31, 2008 unless terminated earlier by either the Company or the Consultants on at least 60 days prior written notice.
Laboratory Innovation Company
By: /s/ Joseph G. Cremonese
Joseph G. Cremonese
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Agreed:
Scientific Industries, Inc.
By: /s/Helena Santos
Helena Santos, President and
Chief Executive Officer
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