-----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, F+ryjs/LhA8+6FqRSO3Ico4PUNvCK+64OLppsVFkdmczjaqcPFGTGZoy/XG9xGdH /i8Bfd1NNsgKdVbHvxB/qA== 0000950148-97-003147.txt : 19980102 0000950148-97-003147.hdr.sgml : 19980102 ACCESSION NUMBER: 0000950148-97-003147 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970831 FILED AS OF DATE: 19971231 SROS: NASD 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: 97747288 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, 1997 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.) 40015 SIERRA HIGHWAY, B-110 PALMDALE, CALIFORNIA 93550 - ---------------------------------------- -------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (805) 266-9294 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 ending August 31, 1997 were approximately $2,493,000. As of December 12, 1997, the aggregate market value of the voting stock held by non-affiliates of the issuer was approximately $6,037,500 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, 1997, as set forth in the pages attached hereto: PART III Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. 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, 1997 By: /s/ WALTER S. WOLTOSZ ---------------------------------- Walter S. Woltosz, President and Chief Executive Officer 2 3 PART III Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. DIRECTORS AND EXECUTIVE OFFICERS The directors, executive officers and key employees of the Company and their ages and positions held with the Company are as follows:
NAME AGE POSITION WITH THE COMPANY DIRECTORS AND EXECUTIVE OFFICES: Walter S. Woltosz 52 Chairman of the Board, Chief Executive Officer and President of the Company and Words+. Virginia E. Woltosz 46 Vice President, Secretary and Director of the Company and Words+. Dr. David Z. D'Argenio 47 Director and Consultant to the Company Dr. Richard Weiss 62 Director Ron F. Creeley 46 Vice President, Marketing and Sales of the Company Philip R. Lawrence 47 Vice President, Operations of Words+ Momoko A. Beran 45 Chief Financial Officer of the Company and Words+ CERTAIN KEY EMPLOYEES AND CONSULTANTS: Dr. Michael Bolger 46 Director of Life Sciences Dr. Gregory Moore 38 Director of Engineering and Physical Sciences of the Company
Walter S. Woltosz is a co-founder of the Company and has served as its Chief Executive Officer and President and as Chairman of the Board of Directors since its incorporation in July 1996. Mr. Woltosz is also a co-founder of Words+ and has served as its Chief Executive Officer and President since its incorporation in 1981. Virginia E. Woltosz is a co-founder of the Company and has served as its Vice President and Secretary since its incorporation in July 1996. Mrs. Woltosz is also a co-founder of Words+ and has served as its Vice President, Secretary and Treasurer since its incorporation in 1981. Virginia E. Woltosz is the wife of Walter S. Woltosz. Ronald F. Creeley joined the Company in February 1997 as its Vice President, Marketing and Sales. Prior to joining the Company, Mr. Creeley had been Marketing Director at Union Pen Company, Time Resources, and New England Business Services, Inc., with experience in marketing and research. Philip R. Lawrence joined Words+ in January 1993 as a sales representative. He was promoted to Director of Marketing and Sales of Words+ in 1995, and was Promoted to Vice President, Operation of Words+. Dr. David Z. D'Argenio started to serve as a Director of the Company in June 1997. He is currently Professor and Chairman of Biomedical Engineering at the University of Southern California ("USC"), and has been on the faculty at USC since 1979. He also serves as the Co-Director of the Biomedical Simulations Resource Project at USC, a project funded by the National Institutes of Health since 1985. Dr. Richard R. Weiss started to serve as a Director of the Company in June 1997. From October 1994 to the present, Dr. Weiss has acted as a consultant to a number of aerospace companies and to the U.S. Department of Defense through his own consulting entity, Richard R. Weiss Consulting Services. From June 1993 through July 1994, Dr. Weiss was employed by the U.S. Department of Defense as its Deputy Director, Space Launch & Technology. Momoko A. Beran joined Words+ in June 1993 as Director of Accounting and was named the Company's Chief Financial Officer in July 1996. Certain Key Employees and Consultants: Dr. Michael B. Bolger is the Director, Life Sciences for the Company, having joined the Company in October 1996. Dr. Bolger is Associate Professor of Pharmacy at the USC, a co-founder and former director of CoCensys, Inc., a pharmaceutical firm in Irvine, California. He is the author of 16 computer programs related to molecular chemistry, pharmacokinetics, cellular growth, and data reduction in pharmacology and related areas, including the Cyber Patient, drug shelf life, and receptor structure simulation programs the Company acquired. Dr. Gregory Moore joined the Company in October 1997 as the Company's Director of Engineering and Physical Science. Dr. Moore holds a Ph.D. from the University of California, Santa Barbara, in Mechanical Engineering. Previously, Dr. Moore was employed at the MacNeal-Schwendler Corporation, specializing in the development and marketing of large-scale structural optimization software tools. His expertise focuses on the development and application of computer-based numerical simulation and optimization techniques. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT: Section 16(a) of the Securities Exchange Act of 1934 as amended (the "Exchange Act") requires the Company's officers and directors, and persons who own more than ten percent of its Common Stock to file reports of ownership and changes of ownership with the Securities and Exchange Commission and NASDAQ. Such persons are also required to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Company's review of the copies of those forms received by the Company, or written representations from such persons that no Forms 5 were required to be filed, it appears that all reports due were timely filed except that an executive officer of the Company failed to file on Form 5 in connection with acquiring 1,000 shares of the Company's common stock when the Company completed its initial public offering. 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 29, 1997 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......... 2,200,000 65.67% Momoko Beran.............................. 0 0 Ronald F. Creely.......................... 1,000 * Philip R. Lawrence........................ 0 0 Dr. David Z. D'Argenio.................... 0 0 Dr. Richard Weiss......................... 1,000 * All current directors and officers as a group (7 persons)(2).................... 2,202,000 65.73%
- --------------- * Less than 1%. (1) Such persons have sole voting and investment power with respect to 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, 40015 Sierra Highway, Building B-110, Palmdale, California 93550. 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. All amounts due and owing on the line of credit were repaid in January 1997, with a portion of the proceeds that the Company received from a private placement of its securities. In April and May 1997, the Company drew down $100,000 of the line of credit and repaid such amount in June 1997. See "Management's Discussion and Analysis or Plan of Operation." During the Fiscal year ended August 31, 1995, the Company, from time to time, borrowed money from Mr. Woltosz to purchase equipment and supplies used by the Company. At August 31, 1995, $34,148 was owed to Mr. Woltosz by the Company. Such amounts were due at the discretion of Mr. Woltosz and bore interest at the rate of 6% per annum. All such amounts were repaid by the Company to Mr. Woltosz in June 1996. 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, the Company paid Mr. Woltosz $150,000 in satisfaction of accrued but unpaid compensation. In April 1993, the Woltosz' and the Company entered into a lease pursuant to which the Woltosz' 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 Woltosz' $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 Woltosz' $300 per month. 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 from 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. 3 -----END PRIVACY-ENHANCED MESSAGE-----