-----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, PyIn2FgznlpHLnMWFAQMm9i2z3iZyaRBvmOr2wNO7sGEuv791ju+MBYHdH2z+0cy 1kKFzlbSQYayJECVPXoB4g== 0001019687-08-004636.txt : 20081024 0001019687-08-004636.hdr.sgml : 20081024 20081024131345 ACCESSION NUMBER: 0001019687-08-004636 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081023 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081024 DATE AS OF CHANGE: 20081024 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: 081139280 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-102408.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OCTOBER 23, 2008 ---------------- Date of Report (Date of the earliest event reported) SIMULATIONS PLUS, INC. ---------------------- Exact name of registrant as specified in its charter CALIFORNIA 001-32046 95-4595609 - ---------------------- ---------------------- --------------------- State of Incorporation Commission File Number IRS Employer Identification Number 42505 10TH STREET WEST, LANCASTER, CALIFORNIA 93534-7059 -------------------------------------------------------- Address of principal executive offices, including zip code 661-723-7723 ------------ Registrant's telephone number, including area code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Security Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. On October 23, 2008, Simulations Plus, Inc., a California corporation (the "Company" or "us," "our" or "we"), issued a press release announcing a share repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The board of directors has authorized a share repurchase program enabling the buyback of up to $2.5 million of our shares during a 12-month period beginning Monday, October 27, 2008. The Company has opened an account with Citigroup Smith Barney for the purchase of such securities. Funds for any stock purchases will be drawn from the Company's then-current cash reserves. In implementing a share repurchase program, the Company will comply with the safe harbor provisions contained in Rule 10b-18 under the Securities and Exchange Act of 1934, as amended. Rule 10b-18, as such rule may be amended in the future, shall take precedence over the terms of this program to the extent any conflict should exist or arise in the future. This report on Form 8-K (the "Report"), including the disclosures set forth herein and exhibits attached hereto, 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 the Company 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 October 23, 2008. 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 hereunto duly authorized. SIMULATIONS PLUS, INC. Dated: October 23, 2008 By: /s/ Momoko Beran -------------------- Momoko Beran Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Press release dated October 23, 2008. EX-99.1 2 simulations_8k-ex9901.txt 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: October 23, 2008 SIMULATIONS PLUS ANNOUNCES SHARE REPURCHASE PROGRAM UP TO $2.5 MILLION OVER 12 MONTHS AUTHORIZED BY BOARD OF DIRECTORS LANCASTER, CA, OCTOBER 23, 2008 - Simulations Plus, Inc. (Nasdaq: SLP), the leading provider of simulation and modeling software for pharmaceutical discovery and development, announced today that its board of directors has authorized a share repurchase program effective Monday, October 27, 2008. Ms. Momoko Beran, chief financial officer of Simulations Plus, said: "The board of directors has authorized a share repurchase program enabling the buyback of up to $2.5 million in shares during a 12-month period beginning Monday, October 27, 2008. Repurchases may be made in the open market, through a broker, or through privately negotiated transactions, subject to market conditions, applicable legal requirements and other factors. Simulations Plus has no obligation to repurchase shares under the repurchase program and the timing, actual number, and price of shares to be purchased will depend on the performance of Simulations Plus' stock price, general market conditions, and various other factors. Such purchases, if any, will be made in accordance with applicable insider trading and other securities laws and regulations within the discretion of management." Walt Woltosz, chairman and chief executive officer of Simulations Plus, added: "At this time, the board believes that the undervaluation of our stock has become so severe, and our accumulation of cash has continued so well, that using some of it for this purpose is warranted, subject to management's discretion and market conditions as Ms. Beran has described. Authorizing this amount is not expected to interfere with potential acquisitions or with meeting operating requirements, which the board believes are of utmost priority." 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-----