-----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, O1Yycl3Cy2AL6ksm6410IcolewBinp30mgI9RPiKkODiG0zfrujDpDxASl7jGcKp a+Vhx5aVrvrufy9KOGlM1A== 0001019687-10-000254.txt : 20100121 0001019687-10-000254.hdr.sgml : 20100121 20100121165719 ACCESSION NUMBER: 0001019687-10-000254 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100120 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100121 DATE AS OF CHANGE: 20100121 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: 10539348 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-012110.htm SIMULATIONS PLUS, INC. FORM 8-K simulations_8k-012110.htm


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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



January 20, 2010
(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 of incorporation)
(Commission File Number)
(I.R.S. Employer 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


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 Securities Act (17 CFR 230.425)

 
[_]  Soliciting material pursuant to Rule 14z-12 under Exchange Act (17 CFR 240.14a-12)

 
[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))

 
[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))








Item 8.01             Other Events

On January 20, 2010, Simulations Plus, Inc., a California corporation (the "Company"), issued a press release announcing a renewed 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 renewed share repurchase program enabling the buyback of up to one million in shares during a 12-month period beginning Monday, February 15, 2010.

In implementing a renewed share repurchase program, the Company will comply with the safe harbor provisions contained in Rule 10b-18 under the 1934 Act.  Rule 10b-18, as such rule may be amended in the future, shall take precedence over the term 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, 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 January 20, 2010.


2



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: January 21, 2010   
By:
/s/ Momoko Beran  
    Momoko Beran  
    Chief Financial Officer  
       

                                                                           
3


 



 
EX-99.1 2 simulations_8k-ex9901.htm PRESS RELEASE simulations_8k-ex9901.htm

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. Renée Bouché
Simulations Plus, Inc.
661.723.7723
info@simulations-plus.com

For Immediate Release:
 
January 20, 2010

Simulations Plus Announces Renewed Share Repurchase Program

Up to one million shares over 12 months authorized by board of directors

Lancaster, CA, January 20, 2010 – 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 renewed share repurchase program effective Monday, February 15, 2010.

Ms. Momoko Beran, chief financial officer of Simulations Plus, said: “The board of directors has decided to restart our share repurchase program, enabling the buyback of up to one million shares during a 12-month period beginning Monday, February 15, 2010.  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 continued undervaluation of our stock and the continued growth of our cash, warrants continuing the share repurchase program we had during December 2008 to December 2009, 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 software, which is licensed to and used in the conduct of drug research by pharmaceutical, biotechnology, and drug delivery companies worldwide as well as in the study of environmental toxicology.  The Company’s Words+ subsidiary, which provides assistive technology for persons with disabilities, and two retail products, Abbreviate! and FutureLab, comprise the remainder of the business.  Simulations Plus, Inc., is headquartered in Southern California and trades on the NASDAQ Capital Market under the symbol “SLP.”  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.

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