-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OlERgoqw/Cw+/P7l2LHsn+5QpXoo18a9qp/TY6HUhFtTzO0x5qv3XxgrhOsPl6hE HGJhcN2ZpMhKlCoyH5esRA== 0000950148-98-002791.txt : 19981231 0000950148-98-002791.hdr.sgml : 19981231 ACCESSION NUMBER: 0000950148-98-002791 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980831 FILED AS OF DATE: 19981230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMULATIONS PLUS INC CENTRAL INDEX KEY: 0001023459 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 954595609 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: SEC FILE NUMBER: 333-05600-LA FILM NUMBER: 98778248 BUSINESS ADDRESS: STREET 1: 40015 SIERRA HIGHWAY STREET 2: BLDG B-145 CITY: PALMDALE STATE: CA ZIP: 93550 BUSINESS PHONE: 8052668500 MAIL ADDRESS: STREET 1: 40015 SIERRA HWY BLDG B0-110 STREET 2: 40015 SIERRA HWY BLDG B0-110 CITY: PALMDALE STATE: CA ZIP: 93550 10KSB/A 1 FORM 10-KSB/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB/A ----------------------- (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NUMBER 000-21665 SIMULATIONS PLUS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ----------------------- CALIFORNIA 95-4595609 --------------------------------- ------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1220 WEST AVENUE J LANCASTER, CALIFORNIA 93534 ------------------------------ ------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (805) 723-7723 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE. SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $.001 PER SHARE ----------------------- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] The issuer's revenues for the fiscal year ended August 31, 1998 were approximately $2,645,000. As of December 15, 1998, the aggregate market value of the voting stock held by non-affiliates of the issuer was approximately $1,725,000 based upon the average closing bid and asked price of such stock on such date. DOCUMENTS INCORPORATED BY REFERENCE None. 2 AMENDMENT NO. 1 The undersigned registrant hereby amends the following portion of its Annual Report on Form 10-KSB for the fiscal year ended August 31, 1998, as set forth in the pages attached hereto: PART III Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information with respect to the above items is being included herewith because no proxy statement containing the information required by these items will be prepared within the required time period. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. SIMULATIONS PLUS, INC. (Registrant) Dated: December 30, 1998 By: /s/ WALTER S. WOLTOSZ ------------------------------------ Walter S. Woltosz, President and Chief Executive Officer 3 Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of December 22, 1998 by (i) each person who is known to own beneficially more than 5% of the outstanding shares of the Company's Common Stock, (ii) each of the Company's directors and executive officers, and (iii) all directors and executive officers of the Company as a group:
AMOUNT AND NATURE OF PERCENT BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP OF CLASS -------------------- -------------------- ---------- Walter S. and Virginia E. Woltosz 2,203,000 65.76% Momoko Beran 0 0 Ronald F. Creely 1,000 * Dr. David Z. D'Argenio 0 0 Dr. Richard Weiss 1,000 * All current directors and officers as a group (6 persons) (2) 2,205,000 65.82%
- ---------- * Less than 1% (1) Such persons have sole voting and investment power with respect t o all shares of Common Stock shown as being beneficially owned by them, subject to community property laws, where applicable, and the information contained in the footnotes to this table. (2) The address of each director and executive officer named is c/o the Company, 1220 West Avenue J Lancaster, California 93534. Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company has employment and other compensation agreements with certain executive officers. See "Executive Compensation." In August 1996, the Company issued 2,200,000 shares of its Common Stock to Walter S. Woltosz and Virginia E. Woltosz in exchange for 2,000 shares of Words+, Inc. Pursuant to the Share Exchange Transaction, Words+, Inc. became a wholly-owned subsidiary of the Company. The Company has available a $100,000 revolving line of credit from a bank. The revolving line of credit is not secured by any of the assets of the Company but is personally guaranteed by Mr. Walter S. Woltosz, the Company's Chief Executive Officer, President, and Chairman of the Board of Directors. At August 31, 1998, the outstanding balance under the revolving line of credit was approximately $97,000, and at August 31, 1997, the outstanding balance under the revolving line of credit was $0. See "Management's Discussion and Analysis or Plan of Operation." Out of the proceeds of a private placement, the Company loaned an aggregate of $40,000 to Mr. Woltosz. Such amount bore interest at the rate of 10% per annum and was to be repaid at the demand of the Company and was repaid in June 1997. Out of the proceeds of the Company's initial public offering, which was completed in June 1997, the Company paid Mr. Woltosz $150,000 in satisfaction of accrued but unpaid compensation. In April 1993, the Woltoszes and the Company entered into a lease pursuant to which the Woltoszes leased to the Company, for use by one of the Company's salespersons, a 1991 Ford Taurus Sedan. Pursuant to the terms of the lease, the Company agreed to pay the Woltoszes $300 per month. This car was replaced in February 1997 with a 1997 Pontiac Grand Am and the Company has agreed to continue to pay the Woltoszes $300 per month. Such vehicle is being used by one of the Company's salespersons. All transactions between the Company and its shareholders, officers or directors or their affiliates will continue to be on terms no less favorable to the Company than could be obtained form an unaffiliated third party and will be approved by a majority of the disinterested directors of the Company. In the future, no loans or advances will be made to any officer, director or five percent (5%) or greater shareholder of the Company or any affiliate of any of the foregoing except for bona fide business purposes. -----END PRIVACY-ENHANCED MESSAGE-----