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): January 7, 2015
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
The Company has agreed to an extension on the same terms through December 31, 2015: (i) of the Fifth Amended and Restated Consulting Agreement with Laboratory Innovations Company, Ltd., an affiliate of Joseph G. Cremonese, Chairman of the Board of Directors; and (ii) of the Consulting Agreement with Grace S. Morin. Either the Company or the Consultant may terminate the relating Agreement, by written notice, except for their confidentiality and non-competition covenants on at least 60 days prior notice.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders of the Company held on January 7, 2015, the stockholders took the following actions:
1. Elected Mr. Joseph G. Cremonese and Roger B. Knowles as Class C Directors to serve until the Annual Meeting of Stockholders for the year ended June 30, 2017 by the following votes:
For Withheld
Joseph G. Cremonese 680,113 21,066
Roger B. Knowles 554,542 146,637
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2. Approved by a vote of 842,107 shares for, 42,507 shares against and 4,807 shares abstaining, the appointment by the Board of Directors of Nussbaum Yates Berg Klein & Wolpow, LLP as the Company's independent registered public accounting firm with respect to the Company's financial statements for the year ending June 30, 2015.
ITEM 9.01 Financial Statements and Exhibits
(a) and (b) not applicable
(c) Exhibits
Exhibit No. Exhibit
___________ _____________________________
10A-1 Copy of Extension Agreement between
the Company and Joseph C. Cremonese
10A-2 Copy of Extension Agreement between
the Company and Grace S. Morin
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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: January 15, 2015
By: /s/ Helena R. Santos
________________________
Helena R. Santos,
President and Chief Executive Officer
Officer
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January 12, 2015
Ms. Grace S. Morin
105 Cambridge Court,
Harwick, PA 15049
Dear Ms. Morin:
Please confirm your agreement by signing where indicated and returning a copy of this letter that the ?Term? of your engagement pursuant to the Consulting Agreement dated April 1, 2009 with Scientific Industries Inc., (the "Company") is hereby extended to December 31, 2015, subject to earlier termination by written notice by either the Company or Ms. Morin delivered to the other party at least 60 days prior to the termination date set forth in the written notice.
There are no other changes to the Agreement.
Scientific Industries Inc.,
By: /s/ Helena R. Santos ________________________ Helena R. Santos President and CEO |
ACKNOWLEDGED AND AGREED TO:
/s/ Grace S. Morin ______________________ Grace S. Morin |
EXTENSION AGREEMENT
Scientific Industries, Inc., a Delaware corporation (the "Company"), and Joseph G. Cremonese and Laboratory Innovations Company, Ltd, (collectively, the "Consultant") do hereby agree that the engagement of the Consultant by the Company pursuant to the Fifth Amended and Restated Consultant Agreement, dated January 20, 2012, as extended by the Extension Agreement dated November 29, 2012 (the "Restatement") shall be extended through December 31, 2015 on the same terms as the Restatement.
Dated: January 14, 2015
SCIENTIFIC INDUSTRIES, INC.
By: /s/ Helena R. Santos _________________________ Helena R. Santos, President |
JOSEPH G. CREMONESE
/s/ Joseph G. Cremonese _______________________ |
LABORATORY INNOVATIONS COMPANY, LTD
By: /s/ Joseph G. Cremonese _______________________ Joseph G. Cremonese |