-----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, MGnBiZ7LdG3cPmgpMponio5FTnW/wyMlt/MekHuJ41giGpHqbGKAT0mf9SxTSLq1 9STLFihKPSaPW9FNSX1/Yw== 0001019687-02-001282.txt : 20020703 0001019687-02-001282.hdr.sgml : 20020703 20020703131459 ACCESSION NUMBER: 0001019687-02-001282 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020703 EFFECTIVENESS DATE: 20020703 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-91592 FILM NUMBER: 02696045 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 S-8 POS 1 simulations_s8a1-070302.txt 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 ----------- AMENDMENT NO. 1 TO FORM S-8/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- 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) ----------- 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 ---------- 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 -------------------------------------- Walter S. Woltosz Chairman of the Board of Directors and Chief Executive Officer II-2 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 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. II-3 EX-5.1 3 simulations_s8a1ex5-1.txt EXHIBIT 5.1 July 3, 2002 Simulations Plus, Inc. 1220 W. Avenue J Lancaster, California 93534 RE: REGISTRATION STATEMENT ON FORM S-8 SIMULATIONS PLUS, INC. ---------------------- Gentlemen: We are acting as counsel for Simulations Plus, Inc., a California corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of up to 1,250,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "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 (the "Plan"). A Registration Statement on Form S-8 covering the Shares (the "Registration Statement") is being filed under the Act with the Securities and Exchange Commission. In rendering the opinions expressed herein, we have reviewed such matters of law as we have deemed necessary and have examined copies of such agreements, instruments, documents and records as we have deemed relevant. In rendering the opinions expressed herein, we have assumed the genuineness and authenticity of all documents examined by us and of all signatures thereon, the legal capacity of all natural persons executing such documents, the conformity to original documents of all documents submitted to us as certified or conformed copies or photocopies and the completeness and accuracy of the certificates of public officials examined by us. We have made no independent factual investigation with regard to any such matters. Based upon the foregoing and subject to the qualifications stated herein, it is our opinion that the Shares, issued or to be issued upon the exercise of any options duly granted pursuant to the Plan, when issued, paid for and delivered upon the exercise of such options, in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable Simulations Plus, Inc. July 3, 2002 Page 2 The opinions expressed herein are limited to matters involving the federal laws of the United States and to the laws of the State of California, and we express no opinion as to the effect on the matters covered by this opinion of the laws of any other jurisdiction. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and the reference to our firm therein under the caption "Legal Matters." The opinions expressed herein are rendered solely for your benefit in connection with the transaction described herein. Except as otherwise provided herein, this opinion may not be used or relied upon by any person, nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent. Respectfully submitted, Luce, Forward, Hamilton & Scripps, LLP -----END PRIVACY-ENHANCED MESSAGE-----