As filed with the Securities and Exchange Commission on July 3, 2002
Registration No. 333-91592
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
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AMENDMENT NO. 1 TO
FORM S-8/A
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
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(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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This Amendment No. 1 to the Registration Statement serves to file the
Exhibits to the Registration Statement, set forth below, as replacements to the
forms of such Exhibits previously filed with the Registration Statement:
1. EXHIBIT 5.1 - Opinion of Luce, Forward, Hamilton & Scripps LLP
2. EXHIBIT 23.1 - Consent of Luce, Forward, Hamilton & Scripps
LLP (included in Exhibit 5.1 hereto)
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 July 3, 2002.
SIMULATIONS PLUS, INC.
By: /s/ Walter S. Woltosz
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Walter S. Woltosz
Chairman of the Board of Directors
and Chief Executive Officer
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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
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/s/ Walter S. Woltosz Chairman of the Board of Directors and July 3, 2002
----------------------------------- Chief Executive Officer (Principal
Walter S. Woltosz Executive Officer) *
/s/ Virginia E. Woltosz# Director* July 3, 2002
-----------------------------------
Virginia E. Woltosz
/s/ Dr. David Z. D'Argenio# Director* July 3, 2002
-----------------------------------
Dr. David Z. D'Argenio
/s/ Dr. Richard Weiss# Director* July 3, 2002
-----------------------------------
Dr. Richard Weiss
/s/ Momoko A. Beran# Chief Financial Officer (Principal July 3, 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.
# Executed by Walter S. Woltosz as attorney-in-fact for each such
person.
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