As filed with the Securities and Exchange Commission on June 28, 2002
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
-----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SIMULATIONS PLUS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4595609
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
1220 WEST AVENUE J
LANCASTER, CALIFORNIA 93534-2902
(661) 723-7723
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
1996 STOCK OPTION PLAN
----------------------
(Full title of plan)
WALTER S. WOLTOSZ
CHIEF EXECUTIVE OFFICER
SIMULATIONS PLUS, INC.
1220 WEST AVENUE J
LANCASTER, CALIFORNIA 93534-2902
(661) 723-7723
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Luce, Forward, Hamilton & Scripps LLP
Attn: Jeffrey P. Berg, Esq.
11755 Wilshire Boulevard, Suite 1600
Los Angeles, California 90025-5244
Phone: (310) 481-5200
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Number To Be Proposed Maximum Aggregate Registration
Securities to be Registered Registered(1) Offering Price(1) Offering Price Fee(2)
-------------------------------------------- -------------------- ------------------ ----------------- ---------------
Common stock, par value $0.001........... 1,250,000 $1.32 $1,650,000 $151.80
============================================ ==================== ================== ================= ===============
(1) Pursuant to General Instruction E, the registration fee paid in connection
herewith is based on the market price of the common stock ($1.32 per share),
on June 25, 2002, with respect to options to purchase up to 1,250,000 shares
of common stock reserved for issuance pursuant to the Plan.
(2) Estimated solely for the purpose of calculating the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(a), MAY DETERMINE.
REOFFER PROSPECTUS
1,250,000 SHARES
SIMULATIONS PLUS, INC.
COMMON STOCK
---------
This reoffer prospectus, or the prospectus, relates to the public
offering, which is not being underwritten, of 1,250,000 shares of our common
stock, which is held by or may be issued to certain of our officers, directors,
employees and consultants, or the selling stockholders, as compensation for
employment or consulting services under our 1996 Stock Option Plan, as amended
to date, or the 1996 Stock Option Plan, some of whom may be deemed to be our
"affiliates," as such term is defined in Rule 405 of the Securities Act of 1933,
as amended, or the Securities Act.
The prices at which such selling stockholders may sell shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
Our common stock is quoted on the Electronic Bulletin Board, or the
Bulletin Board, maintained by the National Association of Securities Dealers,
Inc., under the symbol "SIMU." On June 25, 2002, the last reported sale price
for the common stock was $1.32.
Investing in our common stock involves risks. See the sections entitled
"Risk Factors" in the documents we file with the Securities and Exchange
Commission that are incorporated by reference in this prospectus for certain
risks and uncertainties that you should consider.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy or this prospectus. Any representations to the contrary is
a criminal offense.
The date of this prospectus June 28, 2002
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Simulations
Plus, Inc., a California corporation and its subsidiaries (referred in this
prospectus as "we," "us" or "our"), any stockholder or by any other person.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that information herein is correct as
of any time subsequent to the date hereof. This prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any security other than
the securities covered by this prospectus, nor does it constitute an offer to or
solicitation of any person in any jurisdiction in which such offer or
solicitation may not lawfully be made.
CERTAIN STATEMENTS IN THIS PROSPECTUS ARE "FORWARD-LOOKING STATEMENTS." THESE
FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO, STATEMENTS ABOUT OUR
PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND OTHER STATEMENTS CONTAINED IN
THIS PROSPECTUS THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS IN
THIS PROSPECTUS HEREAFTER INCLUDED IN OTHER PUBLICLY AVAILABLE DOCUMENTS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE COMMISSION, REPORTS TO OUR
STOCKHOLDERS AND OTHER PUBLICLY AVAILABLE STATEMENTS ISSUED OR RELEASED BY US
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD
CAUSE OUR ACTUAL RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR ACHIEVEMENTS
TO DIFFER FROM THE FUTURE RESULTS, PERFORMANCE (FINANCIAL OR OPERATING) OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SUCH
FUTURE RESULTS ARE BASED UPON MANAGEMENT'S BEST ESTIMATES BASED UPON CURRENT
CONDITIONS AND THE MOST RECENT RESULTS OF OPERATIONS. WHEN USED IN THIS
PROSPECTUS, THE WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE,"
"SEEK," "ESTIMATE" AND SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. BECAUSE THESE FORWARD-LOOKING STATEMENTS INVOLVE
RISKS AND UNCERTAINTIES, THERE ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE
FORWARD-LOOKING STATEMENTS, INCLUDING OUR PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS AND OTHER FACTORS DESCRIBED IN OUR ANNUAL REPORT ON FORM 10-KSB FOR
THE FISCAL YEAR ENDED AUGUST 31, 2001 AND OTHER DOCUMENTS FILED WITH THE
COMMISSION.
THE COMPANY
We develop and produce simulation and mathematical modeling software
for use in pharmaceutical research and for education, and also provide contract
research to the pharmaceutical industry. We also produce computer software and
specialized hardware for use by persons with disabilities, as well as a personal
productivity software program, called "Abbreviate!(TM)," for the retail market.
Our principal executive offices are located at 1220 West Avenue J,
Lancaster, California 93534-2902. Our telephone number is (661) 723-7723.
2
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-8 with the Securities
and Exchange Commission, or the Commission, under the Securities Act, with
respect to the shares of common stock offered hereby, together with any
amendments, exhibits and schedules. This prospectus does not contain all of the
information contained in the registration statement on Form S-3, certain
portions of which we have omitted as permitted by the rules and regulations of
the Commission. For further information concerning us and the shares offered
hereby, please refer to the registration statement on Form S-3. You may inspect
the registration statement without charge at the Commission's principal office
in Washington, D.C., and you may obtain copies of all or any part of the
registration statement from the Public Reference Room of the Commission,
Washington, D.C., 20549, upon payment of prescribed fees.
We are a reporting company and file annual, quarterly and special
reports, proxy statements and other information with the Commission. You may
inspect and copy these materials at the Public Reference Room maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for more information on the Public
Reference Room. You can also find our Commission filings at the Commission's
website at www.sec.gov.
Any documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, or the Exchange Act, after the
date of this prospectus, but before the end of this offering, will be deemed to
be incorporated by reference.
The Commission allows us to incorporate by reference information into
this prospectus, which means we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be part of this
prospectus, except for any information superseded by information in this
prospectus. This prospectus incorporates by reference the documents listed
below, which we have previously filed with the Commission. These documents
contain important information about us, our business and our finances:
o Annual Report on Form 10-KSB for the fiscal year ended August
31, 2001.
o Quarterly Reports on Form 10-QSB for the fiscal quarters ended
November 30, 2001 and February 28, 2002.
o Definitive Proxy Statement on Schedule 14A, as filed with the
Commission on December 31, 2001.
o The description of our common stock contained in our
registration statements filed under the Exchange Act,
including any amendments or reports filed for the purpose of
updating such descriptions.
If you request, either orally or in writing, we will provide to you a
copy of any or all documents which are incorporated by reference. We will
provide these documents to you free of charge, but will not include any
exhibits, unless those exhibits are incorporated by reference into the document.
You should address written requests for documents to: Simulations Plus, Inc.,
Attn: Investor Relations, 1220 West Avenue J, Lancaster, California 93534-2902.
Our telephone number is (661) 723-7723.
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of the document.
3
PLAN OF DISTRIBUTION
We are registering all 1,250,000 shares on behalf of certain selling
stockholders. These shares include:
o 1,250,000 shares reserved for issuance in connection with our
1996 Stock Option Plan, including 455,406 shares underlying
certain options currently issued in the name of certain of the
selling stockholders.
We will receive no proceeds from this offering. However, we will
receive proceeds if the options are exercised. The net proceeds, if any, from
such transactions have been and will be used for working capital and general
corporate purposes.
The selling stockholders named in the table below or pledgees, donees,
transferees or other successors-in-interest, who may sell shares received from a
named selling stockholder as a gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus, collectively, the
selling stockholders, may sell the shares from time to time. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. The sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and at terms
then prevailing or at prices related to the then current price, or in negotiated
transactions. The selling stockholders may effect such transactions by selling
the shares to or through broker-dealers. The shares may be sold by one or more
of, or a combination of, the following:
o a block trade in which the broker-dealer so engaged will
attempt to sell the shares as agent, but may position and
resell a portion of the block as principal to facilitate the
transaction,
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
o an exchange distribution in accordance with the rules of such
exchange,
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers, and
o in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate in the resales.
The selling stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders also may sell shares short and redeliver the shares to
close out such short positions. The selling stockholders may enter into option
or other transactions with broker-dealers, which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling stockholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default, the broker-dealer may sell the pledged
shares pursuant to this prospectus.
4
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders.
Broker-dealers or agents may also receive compensation from the purchasers of
the shares for which they act as agents or to whom they sell as principals, or
both. Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection with
the sale. Broker-dealers or agents and any other participating broker-dealers or
the selling stockholders may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because selling
stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the selling stockholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this prospectus, which qualify for sale pursuant to Rule
144 promulgated under the Securities Act, may be sold under Rule 144 rather than
pursuant to this prospectus. There is no underwriter or coordinating broker
acting in connection with the sale of shares by selling stockholders.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states, the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
selling stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the selling stockholders. We will make copies of
this prospectus available to the selling stockholders and have informed them of
the need for delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares.
We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act, upon being notified by a selling
stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
o the name of each such selling stockholder and of the
participating broker-dealer(s),
o the number of shares involved,
o the price at which such shares were sold,
5
o the commissions paid or discounts or concessions allowed to
such broker dealer(s), where applicable,
o that such broker-dealer(s) did not conduct any investigation
to verify the information set out or incorporated by reference
in this prospectus, and
o other facts material to the transaction.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The selling
stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. The selling stockholders
have agreed to indemnify certain persons, including broker-dealers and agents,
against certain liabilities in connection with the offer of the shares,
including liabilities arising under the Securities Act.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding certain of
the selling stockholders, some of whom may be deemed to be our "affiliates," as
such term is defined in Rule 405 of the Securities Act, and the number of
shares, which may be issued or have been issued upon exercise of the related
options, and registered on behalf of each of the selling stockholders. Except as
set forth below in the table and related footnotes, none of the selling
stockholders has had a material relationship with us within the past three years
other than as a result of the ownership of our shares or other securities. No
estimate can be given as to the amount of shares that will be held by the
selling stockholders after completion of this offering because the selling
stockholders may offer all or some of the shares and because there currently are
no agreements, arrangements or understandings with respect to the sale of any of
the shares. The shares offered by this prospectus may be offered from time to
time by the selling stockholders named below:
NO. OF SHARES NO. OF SHARES
BENEFICIALLY NO. OF SHARES BENEFICIALLY
NAME AND ADDRESS OF OWNED BEFORE TO BE OFFERED OWNED AFTER PERCENT (1)
BENEFICIAL OWNER OFFERING(1) FOR RESALE OFFERING(2) BEFORE OFFERING AFTER OFFERING(2)
---------------- --------- ---------- --------- --------------- -----------------
Walter S. Woltosz (3) 2,121,000 50,000 2,071,000 61.33% 59.88%
Virginia E. Woltosz (3) 2,121,000 50,000 2,071,000 61.33% 59.88%
Dr. David Z.
D'Argenio (4) 3,603 2,603 1,000 * *
Dr. Richard Weiss (5) 3,603 2,603 1,000 * *
Momoko A. Beran (6) 200,500 200,200 300 5.55% *
Ronald F. Creeley (7) 201,000 200,000 1,000 5.57% *
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(FOOTNOTES ON FOLLOWING PAGE)
-----------------------------
6
(FOOTNOTES FROM PRIOR PAGE)
(1) Pursuant to the rules of the Commission, shares of common stock which
an individual or group has a right to acquire within 60 days pursuant
to the exercise of options or warrants are deemed to be outstanding for
the purpose of computing the percentage ownership of such individual or
group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person shown in the
table. For purposes of the number of shares of common stock reflected
as beneficially owned by the persons in the table, the shares of common
stock underlying stock options, which are registered in this
prospectus, are reflected as beneficially owned by such persons,
whether or not such stock options are exercisable within the 60-day
period following the date of this prospectus. The footnotes set forth
below related to the table indicate certain additional information
regarding the beneficial ownership of our common stock, as of the date
of this prospectus, by each selling stockholder who is known by us to
own beneficially 5% or more of our common stock, or one of our
directors or executive officers named in our Definitive Proxy Statement
on Schedule 14A, as filed with the Commission on December 31, 2001.
Unless otherwise indicated in the footnotes to this table, we believe
stockholders named in the table have sole voting and sole investment
power with respect to the shares set forth opposite such stockholder's
name. Percentage of ownership is based on 3,408,331 shares of common
stock outstanding as of the date of this prospectus. The address of
each person named in the table above is our principal executive offices
located at 1220 West Avenue J, Lancaster, California 93534-2902.
(2) Assumes the exercise in full and sale of all of the shares registered
for reoffer and sale pursuant to the prospectus.
(3) Mr. Woltosz is the Chairman of our Board of Directors and our Chief
Executive Officer. Ms. Woltosz is a member of our Board of Directors
and our Senior Vice President and Secretary. Mr. and Ms. Woltosz are
husband and wife, and are deemed to beneficially own their combined
securities ownership. They own an aggregate of 2,071,000 issued and
outstanding shares of common stock. Mr. Woltosz has been granted
options to purchase up to 25,000 shares of common stock, 5,000 of which
are exercisable within 60 days of the date of this prospectus. Ms.
Woltosz has been granted options to purchase up to 25,000 shares of
common stock, 5,000 of which are exercisable within 60 days of the date
of this prospectus, with respect to which the underlying shares are
being registered in this prospectus.
(4) Dr. D'Argenio is a member of our Board of Directors. Dr. D'Argenio owns
1,000 issued and outstanding shares of common stock. He also has been
granted options to purchase up to 2,603 shares of common stock, 1953 of
which are exercisable within 60 days of the date of this prospectus,
with respect to which the underlying shares are being registered in
this prospectus.
(5) Dr. Weiss is a member of our Board of Directors. Dr. Weiss owns 1,000
issued and outstanding shares of common stock. He also has been granted
options to purchase up to 2,603 shares of common stock, 1,953 of which
are exercisable within 60 days of the date of this prospectus, with
respect to which the underlying shares are being registered in this
prospectus.
(6) Ms. Beran is our Chief Financial Officer and Vice President of
Operations of Words+, Inc., a wholly-owned subsidiary of the
Registrant. Ms. Beran owns 300 issued and outstanding shares of common
stock exercised from options granted under the 1996 Stock Option plan.
She also has been granted options to purchase up to 200,200 shares of
common stock, 82,900 of which are currently exercisable or exercisable
within 60 days of the date of this prospectus, with respect to which
the underlying shares are being registered in this prospectus.
(7) Mr. Creeley is our Vice President of Marketing and Sales. Mr. Creeley
owns 1,000 issued and outstanding shares of common stock. He also has
been granted options to purchase up to 200,000 shares of common stock,
1,600 of which are exercisable within 60 days of the date of this
prospectus, with respect to which the underlying shares are being
registered in this prospectus.
* Less than 1%.
7
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The Commission has expressed its opinion that indemnification of our
directors, officers and controlling persons against liabilities arising under
the Securities Act, is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than our payment of expenses incurred or paid by
an indemnitee in the successful defense of any such act or proceeding) is
asserted by such indemnitee in connection with securities which have been
registered by us, we will, unless in the opinion of our counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
LEGAL MATTERS
Luce, Forward, Hamilton & Scripps LLP, Los Angeles, California, will
pass upon the validity of the shares of common stock offered in this prospectus
for us.
EXPERTS
The consolidated financial statements incorporated by reference to the
Annual Report on Form 10-KSB of Simulations Plus, Inc. for the fiscal year ended
August 31, 2001, to the extent and for the periods indicated in their reports,
have been audited by Singer, Lewak, Greenbaum & Goldstein LLP, independent
public accountants, and are incorporated by reference herein in reliance upon
the authority of said firms as experts in giving said reports.
8
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You should rely on the information contained
in this document or to which we have ___________________
referred you. We have not authorized anyone
to provide you with information that is PROSPECTUS
different. The information in this document ___________________
may only be accurate on the date of this 1,250,000 SHARES
document. This document may be used only
where it is legal to sell these securities.
SIMULATIONS PLUS, INC.
TABLE OF CONTENTS
Page
THE COMPANY.................................2
WHERE YOU CAN FIND MORE INFORMATION.........2
PLAN OF DISTRIBUTION........................4
SELLING STOCKHOLDERS........................6
DISCLOSURE OF COMMISSION POSITION OF
INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES.................................8
LEGAL MATTERS...............................8
EXPERTS.....................................8
Common Stock
---------------------------------------------
---------------------------------------------
-------------------------
PROSPECTUS
-------------------------
JUNE 28, 2002
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by Part I is included in documents to be sent
or given to the participants.
ITEM 2: REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, Simulations Plus, Inc., a California
corporation (the "Registrant") will provide, without charge, a copy of all
documents incorporated by reference in Item 3 of Part II of this Registration
Statement, which are incorporated by reference in the Section 10(a) prospectus,
and all other documents required to be delivered to employees pursuant to Rule
428(b) promulgated under the Securities Act of 1933, as amended (the "Securities
Act"). All requests should be made to Simulations Plus, Inc., Attention: Walter
S. Woltosz, Chief Executive Officer, 1220 West Avenue J, Lancaster, California
93534-2902. Our telephone number is (661) 723-7723.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
Any documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, or the Exchange Act, after the
date of this prospectus, but before the end of this offering, will be deemed to
be incorporated by reference.
The Commission allows us to incorporate by reference information into
this prospectus, which means we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be part of this
prospectus, except for any information superseded by information in this
prospectus. This prospectus incorporates by reference the documents listed
below, which we have previously filed with the Commission. These documents
contain important information about us, our business and our finances:
o Annual Report on Form 10-KSB for the fiscal year ended August
31, 2001.
o Quarterly Reports on Form 10-QSB for the fiscal quarters ended
November 30, 2001 and February 28, 2002.
o Definitive Proxy Statement on Schedule 14A, as filed with the
Commission on December 31, 2001.
o The description of our common stock contained in our
registration statements filed under the Exchange Act,
including any amendments or reports filed for the purpose of
updating such descriptions.
II-1
If you request, either orally or in writing, we will provide to you a
copy of any or all documents which are incorporated by reference. We will
provide these documents to you free of charge, but will not include any
exhibits, unless those exhibits are incorporated by reference into the document.
You should address written requests for documents to: Simulations Plus, Inc.,
Attn: Investor Relations, 1220 West Avenue J, Lancaster, California 93534-2902.
Our telephone number is (661) 723-7723.
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of the document.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Our Articles of Incorporation and Bylaws generally provides for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of California. California law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
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To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, he or she must be indemnified by the corporation against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense. The corporation, unless ordered by a court or
advanced pursuant to this section, must make any indemnification under this
section, only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) by the stockholders; (b) by
the board of directors by majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding; (c) if a majority vote of a
quorum consisting of directors who were not parties to the action, suit or
proceeding so orders, by independent legal counsel in a written opinion; or (d)
if a quorum consisting of directors who were not parties to the action, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section: (a) do not exclude any other rights
to which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Further, we may enter into agreements of indemnification with our
directors to provide for indemnification to the fullest extent permitted under
California law.
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ITEM 8. EXHIBITS
5.1 Opinion of Luce, Forward, Hamilton & Scripps LLP
23.1 Consent of Luce, Forward, Hamilton & Scripps LLP (included in
Exhibit 5.1 hereto)
23.2 Consent of Singer, Lewak, Greenbaum & Goldstein LLP
24.3 Power of Attorney (included on signature pages of this
Registration Statement)
99.1 1996 Stock Option Plan and form of Stock Option Agreement
related thereto (1)
------------
(1) Incorporated by reference from the Company's Registration Statement
on Form SB-2 (Registration Statement No. 333-6680), as filed on March 27, 1997
and the amendments thereto.
-----------
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a) (3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do
not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is incorporated by reference from periodic reports filed by the
Registrant under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lancaster, California on June 28, 2002.
SIMULATIONS PLUS, INC.
By: /s/ Walter S. Woltosz
-----------------------------------------
Walter S. Woltosz
Chairman of the Board of Directors
and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walter S. Woltosz and Momoko A. Beran, as
his or her true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith , as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Lancaster, California on the dates
indicated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
--------- ------------------------ ----
/s/ Walter S. Woltosz Chairman of the Board of Directors*, and June 28, 2002
-------------------------------- Chief Executive Officer (Principal
Walter S. Woltosz Executive Officer)
/s/ Virginia E. Woltosz Director* June 28, 2002
--------------------------------
Virginia E. Woltosz
/s/ Dr. David Z. D'Argenio Director* June 28, 2002
--------------------------------
Dr. David Z. D'Argenio
/s/ Dr. Richard Weiss Director* June 28, 2002
--------------------------------
Dr. Richard Weiss
/s/ Momoko A. Beran Chief Financial Officer (Principal June 28, 2002
-------------------------------- Accounting Officer)
Momoko A. Beran
* The directors of the Registrant are the administrators of the 1996
Stock Option Plan, as amended to date, and are signing this Registration
Statement in such capacity.
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