-----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, CzPmqBydV8wXzcg6BBUCoj1R9YZtib7f0QQPHiX2RmQ5DV8SuJi0b/rKbpbfCRCg kqSoXMTdotkw10LB7hRilg== 0001019687-07-003034.txt : 20070913 0001019687-07-003034.hdr.sgml : 20070913 20070913084115 ACCESSION NUMBER: 0001019687-07-003034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070913 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070913 DATE AS OF CHANGE: 20070913 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32046 FILM NUMBER: 071114476 BUSINESS ADDRESS: STREET 1: 42505 10TH STREET WEST STREET 2: * CITY: LANCASTER STATE: CA ZIP: 93534-7059 BUSINESS PHONE: 661-723-7723 MAIL ADDRESS: STREET 1: 42505 10TH STREET WEST CITY: LANCASTER STATE: CA ZIP: 93534-7059 8-K 1 simulations_8k-091307.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 13, 2007 -------------------- (Date of the earliest event reported) Simulations Plus, Inc. ---------------------- (Exact name of registrant as specified in its charter) California 001-32046 95-4595609 ---------- ------------ ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 42505 10th Street West, Lancaster, California 93534-7059 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) 661-723-7723 ------------ Registrant's telephone number, including area code ITEM 8.01 OTHER EVENTS On September 13, 2007, Simulations Plus, Inc., a California corporation (the "Company"), announced that its Board of Directors has approved a two-for-one split of the Company's common stock. Each shareholder of record at the close of business on the record date of Monday, September 24, 2007, will receive a stock dividend certificate of one additional share for every outstanding share held on the payment date of Monday, October 1, 2007, with fractional shares rounded up to the next whole share. Trading will begin on a split-adjusted basis on the ex-dividend date of October 2, 2007. In accordance with the terms of the company's Stock Option Plans, employees with stock options will benefit from the split by receiving twice the number of shares at one-half the exercise price for options granted prior to the record date. This report on Form 8-K (the "Report"), including the disclosures set forth herein, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms "anticipates," "expects," "estimates," "believes" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. Forward-looking statements in this Report or hereafter, including in other publicly available documents filed with the Securities and Exchange Commission (the "Commission"), reports to the stockholders of Simulations Plus, Inc., a California corporation (the "Company" or "us," "our" or "we") 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. These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Our actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release dated September 13, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SIMULATIONS PLUS, INC. Dated: September 13, 2007 By: /s/ Momoko Beran ------------------------------------- Momoko Beran Chief Financial Officer EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 99.1 Press release dated September 13, 2007. EX-99.1 2 simulations_8kex99-1.txt PRESS RELEASE Exhibit 99.1 SIMULATIONS PLUS Integrating Science and Software For Further Information: SIMULATIONS PLUS, INC. 42505 10th Street West Lancaster, CA 93534-7059 CONTACT: Investor Relations - ------------------ Ms. Renee Bouche Simulations Plus, Inc. 661.723.7723 info@simulations-plus.com For Immediate Release: September 13, 2007 SIMULATIONS PLUS ANNOUNCES STOCK DIVIDEND BOARD OF DIRECTORS APPROVES TWO-FOR-ONE STOCK SPLIT LANCASTER, CA, SEPTEMBER 13, 2007 - Simulations Plus, Inc. (AMEX: SLP), a leading provider of simulation and modeling software for pharmaceutical discovery and development, announced today that its Board of Directors has approved a two-for-one split of the Company's common stock. The total number of authorized shares remains at 20 million. Each shareholder of record at the close of business on the record date of Monday, September 24, 2007, will receive a stock dividend certificate of one additional share for every outstanding share held on the payment date of Monday, October 1, 2007, with fractional shares rounded up to the next whole share. Trading will begin on a split-adjusted basis on the ex-dividend date of October 2, 2007. In accordance with the terms of the company's Stock Option Plans, employees with stock options will benefit from the split by receiving twice the number of shares at one-half the exercise price for options granted prior to the record date. Walt Woltosz, chairman and chief executive officer of Simulations Plus, said: "This dividend forward split will result in the total number of outstanding shares, including all possible options that may eventually be vested, of slightly over 19 million shares, with the public float increasing from about 4.16 million shares to about 8.3 million shares. We believe that increasing the number of shares in the public float is likely to increase liquidity and narrow the typical trading range for our stock, although there can be no assurances that either of these will happen. The board of directors has decided that a stock dividend is appropriate at this time because of our demonstrated sustained growth and our expectation that this will continue." ABOUT SIMULATIONS PLUS, INC. Simulations Plus, Inc., is a premier developer of groundbreaking drug discovery and development simulation software, which is licensed to and used in the conduct of drug research by major pharmaceutical and biotechnology companies worldwide. We have two other businesses that are based on our proprietary technologies: a wholly owned subsidiary, Words+, Inc., which provides assistive technologies to persons with disabilities; and an educational software series for science students in middle and high schools known as FutureLab(TM). For more information, visit our Web site at www.simulations-plus.com. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 - - With the exception of historical information, the matters discussed in this press release are forward-looking statements that involve a number of risks and uncertainties. The actual future results of the Company could differ significantly from those statements. Factors that could cause or contribute to such differences include, but are not limited to: the ability of the Company to maintain its competitive advantage, the general economics of the pharmaceutical industry, the ability of the Company to finance growth, and a sustainable market. Further information on the Company's risk factors is contained in the Company's quarterly and annual reports as filed with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----