8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

CURRENT REPORT ON FORM 8K

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

February 18, 2011

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5.03       Amendments to Articles of Incorporation or Bylaws:  Change in Fiscal Year

On February 18, 2011, Simulations Plus, Inc., a California corporation (the "Company"), held its annual meeting of shareholders (the “Annual Meeting”).  At the Annual Meeting, a Certificate of Amendment to the Company’s Amended and Restated Bylaws was approved by the affirmative vote of a majority of the shares of our Common Stock outstanding on the record date for the Annual Meeting and immediately became effective.  The only amendment contained in the Certificate of Amendment is to increase the minimum and maximum number of directors from the current minimum of three (3) and maximum of five (5), to a new minimum of five (5) and maximum of nine (9).

The description of the Certificate of Amendment herein is only a summary and is qualified in its entirety by the full text of such document, which is filed as an exhibit hereto and is incorporated by reference herein.

Item 5.07       Submission of Matters to a Vote of Security Holders:

As stated, the Annual Meeting took place on February 18,2011.  The following proposals were submitted to a vote of security holders at the meeting.

1. Proposal No. 1:  To elect to the Board of Directors five (5) directors, to serve until the next Annual Meeting of Shareholders of the Company or until their successors are elected and qualified, subject to prior death, resignation or removal.

2. Proposal No. 2:  To ratify the appointment of Rose, Snyder and Jacobs as our independent registered public accounting firm for the Company for the fiscal year ending August 31, 2011.

3. Proposal No. 3:   To approve an amendment to the Company’s Amended and Restated Bylaws, attached as Appendix A (“Certificate of Amendment”), to increase the minimum and maximum number of directors from the current minimum of three (3) and maximum of five (5), to a new minimum of five (5) and maximum of nine (9).

The above proposals were approved and the results of the balloting at the meeting are summarized in the following table.

Proposal	Votes For	Votes  Against	Votes  Abstaining	Votes Withheld	Broker-Non votes	Total (a)
(1) Walter Woltosz	9,160,326			23,678	6,159,251	15,555,979
(1) Virginia Woltosz	8,835,777			348,227	6,159,251	15,555,979
(1) Dr. David Z. D'Argenio	9,083,528			100,476	6,159,251	15,555,979
(1) Dr. Richard Weiss	8,794,597			389,407	6,159,251	15,555,979
(1) H. Wayne Rosenberger	9,082,728			101,276	6,159,251	15,555,979
(2) Appointment of RSJ	9,084,432	98,911	661		6,159,251	15,555,979
(3) Increase the number of directors	9,082,468	94,746	6,790		6,159,251	15,555,979

(a)  Total Proxy Shares on record date on December 15, 2010 out of which 15,343,255 shares were reported.

Item 8.01 Other Events

On February 18, 2011, Company held its annual meeting of shareholders. A Certificate of Amendment to the Amended and Restated Bylaws of Simulations Plus, Inc. and a copy of PowerPoint presentation for the meeting are attached hereto as Exhibit 3.1 and 99.1 and are incorporated herein by reference.

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.

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Item 9.01 Financial Statements and Exhibits

(d)           Exhibits

3.1 Certificate of Amendment to the Amended and Restated Bylaws of Simulations Plus, Inc.

99.1 Power Point Presentation on February 18, 2011.

3

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: February 22, 2011	By:	/s/ Momoko Beran
		Momoko Beran
		Chief Financial Officer

  4                                                              

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED BYLAWS OF

SIMULATIONS PLUS, INC.

The undersigned, the duly acting and qualified Secretary of Simulations Plus, Inc., a California corporation (the “Company”), hereby certifies that the following amendment to the Amended and Restated Bylaws of the Company (the “Bylaws”) was duly adopted by the directors of the Company on June 3, 2010, and by the shareholders of the Company on February 18, 2011:

Article III, Section 2 of the Bylaws entitled “NUMBER OF DIRECTORS” shall be deleted in its entirety and replaced with the following:

“           2.    NUMBER OF DIRECTORS. The authorized number of directors shall be not less than the minimum number nor more than the maximum number specified at the end of this section. The exact number may be changed within those limits by action of the board or the shareholders.

The minimum and maximum numbers cannot be changed, nor can a fixed number be substituted for the minimum and maximum numbers, except by an amendment to the Articles of Incorporation or by an amendment to this bylaw approved by a majority of the outstanding shares entitled to vote. Furthermore, an amendment that would change the minimum number to less than five cannot be adopted if the opposing or nonconsenting shares are equal to one sixty (16 2/3 percent) of the outstanding shares entitled to vote, and no amendment may change the maximum number of authorized directors to more than two times the minimum number minus one.

The exact number of directors shall be 5 until changed as provided in this Article III, Section 2:

Maximum number: 9 Minimum number: 5”

This foregoing statement is true and correct to the best of my knowledge, and this Certificate of Amendment is executed at Lancaster, California as of February 18, 2011.

/s/ Virginia E. Woltosz

Virginia E. Woltosz, Secretary

EX-99.1

Exhibit 99.1

Annual Shareholders Meeting

February 18, 2011

Simulations Plus, Inc.

• Welcome and Introductions

• Discussion of Voting Issues

• Chairman’s Remarks

• Questions & Answers

• Adjournment of Official Meeting

Agenda

Management & Directors

•Board of Directors:

–Walter S. Woltosz, M.S., M.A.S., Chairman & CEO.

•Co-founder, Words+, Inc. and Simulations Plus, Inc.

–David Z. D’Argenio, Ph.D., Director

•Professor, Biomedical Engineering, USC

•Director, Co-Director, Biological Simulation Resource Center, USC since 1985

–Richard R. Weiss, Ph.D., Director

•Formerly, Deputy Director, Launch Systems, U.S. Department of Defense

•Formerly, Director, Propulsion, USAF Philips Laboratory

–H. Wayne Rosenberger, Director

•Sr. Regional VP of American Security Bank

–Virginia E. Woltosz, B.S., M.B.A., Director and Secretary

•Co-founder, Words+, Inc. and Simulations Plus, Inc.

•Senior Management Team

–Momoko A. Beran, B.S., M.B.A., Chief Financial Officer, CPA qualified

–Michael B. Bolger, Ph.D., Chief Scientist

–Robert Clark, Ph.D., Director, Life Sciences

–John DiBella, M.S., Director, Business Development, Marketing, and Sales

–Jeffrey A. Dahlen, B.S.E.E., President, Words+, Inc. subsidiary

•Registered Independent Auditors

•Rose, Snyder & Jacobs, Encino, CA

•Tax Specialists

•Rabbani, Inc., Los Angeles, CA

•Legal Counsel

•Luce, Forward, Hamilton & Scripps, San Diego, CA

Outside Counsels

Candidates for Board of Directors remain unchanged:

• David Z. D’Argenio, Ph.D.

• Richard R. Weiss, Ph.D.

• H. Wayne Rosenberger

• Virginia E. Woltosz, MBA

• Walter S. Woltosz, MS, MAS

• Outside auditor:

• Rose, Snyder, Jacobs

• Expansion of Board of Directors to minimum of 5 and maximum of 9 members

• There are no other voting issues

•Votes already received by proxy have resulted in all items being passed
overwhelmingly with over ___ % of the number of votes outstanding having
reported, therefore, a vote at this meeting would serve no purpose. All measures
have been approved.

Discussion of Voting Issues

• Company Overview

• Financial Performance

• Words+, Inc.

• Simulations Plus, Inc.

Chairman’s Remarks

With the exception of historical information, the matters discussed in this
presentation are forward looking statements that involve a number of risks
and uncertainties. The actual 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: continuing demand for
the Company’s products, competitive factors, the Company’s ability to
finance future growth, the Company’s ability to produce and market new
products in a timely fashion, the Company’s ability to continue to attract
and retain skilled personnel, and the Company’s ability to sustain or
improve current levels of productivity. Further information on the
Company’s risk factors is contained in the Company’s quarterly and
annual reports and filed with the Securities and Exchange Commission.

Safe Harbor Statement Under the
Private Securities Litigation Act 1995

Historical Consolidated Revenue

21%

81%

Consolidated Income Statement (3M)
FY11.1 vs. FY10.1

+31.9%

+11.3%

+24.7%

+41.4%

+5.9%

+13.1%

+22.1%

+15.3%

+20.3%

+74.0%

Simulations Plus Income Statement (3M)
FY11.1 vs. FY10.1

+18.2%

+30.3%

+11.3%

+23.8%

+40.0%

-16.9%

+9.8%

+17.4%

+22.5%

-74.7%

Words+ Income Statement (3M)
FY11.1 vs. FY10.1

+8.3%

-25.0%

+21.7%

-2.9%

-0.5%

-63.2%

-23.1%

+0.0%

•Symbol:NASDAQ: SLP

•Market Capitalization: $51.91 million*

•Recent Price: $3.35*

•Average Daily Volume last 3 mo = 42,313*,last 10 days = 72,067*

•Shares outstanding: 15.5 million*(9.5% held by institutions)*

•Public float: 4.81 million*

•12 Month Price Range: $ 1.62 - 3.74*

•Trailing twelve months revenues (11/30/10): $11.09 million*

•Quarterly revenue growth (yoy) 15.4%*

•Quarterly earnings growth (yoy) = 32.0%*

•Diluted EPS (trailing twelve months): $0.13*

•Return on Assets = 14.44%*

•Return on Equity = 19.69%*

*Yahoo! Data as of 2/17/11

Market Profile

Share Repurchase Program

•Board of directors authorized a second share repurchase
program for up to one million shares from February 15, 2010
through February 14, 2011

–Purchased 996,248 shares out of authorized 1 MM at average price of
$2.8341 including commissions (Total cost of $2,823,795).

•Just over 1,000,000 shares were bought back last year at
average price per share of about $1.30

•Total share repurchases over both phases were about 2 million
shares at an average price of about $2.06/share

•Board of directors may consider another repurchase program
at any time

12-Month Stock Prices

•Words+, Inc.

–Global business founded 1981 - pioneer business

–Assistive technology products for disabled

•Hardware

•Software

•Support products

–Technology leader and innovator since inception

–Provides some synergies and overhead cost-sharing
with pharmaceutical/biotech business

•Windows operating system programming issues

•Multi-national issues

•Accounting, Facilities and Human Relations

Words+ Overview

Words+ Financial Performance
FY 2010 vs FY2009

Factors Affecting Words+ Financials

•Positive

•EyePro sales have helped since its introduction last year

•New product developments (not yet announced for competitive
reasons)

•Funding software package has improved accounts receivable
collection cycle

•Negative

–Cost of Sales higher on products that are selling this year

–State budgets are very tight, may affect Medicaid orders

–Supplier of sound chips for MessageMate suddenly discontinued
product

•Limited supply remaining

•New design in progress with different circuitry

–iPhone and iPad solutions are becoming popular

•Inexpensive software offerings for simple voice output, but . . .

–Built-in speakers are not adequate for many environments

–Ruggedness is an issue

•May be a “flash in the pan” that loses its luster when practicality is not there

EyePro

• Introduced in May 2010

• Contributed to very profitable 4th quarter for Words+

Words+ AR Aging is Improving

*

* PacWare software started in Oct-09.

Words+ Growth Strategies

•Expand Product Offerings

–Focus product development on market needs

–Form alliances with other assistive technology companies

•Increase product awareness

–Workshops, conferences, webinars, web store

–Alliances with key clinicians and educators

•Increase dealer effectiveness

–Expansion of dealer/representative network

–Incorporation of remote video interaction with clients

•Simulations Plus, Inc.

–Software for pharmaceutical research

•Simulation technologies

•GastroPlus™

•DDDPlus™

•ADMET Predictor™

•MedChem Studio™

Simulations Plus (Life Sciences)
Overview

•The industry’s Gold Standard - most advanced and widely used
simulation of oral absorption/pharmacokinetics/pharmacodynamics

•Version 7.0 release in August 2010:

–Drug-drug Interaction Module released- new extra-cost module

–Additional Dosing Routes Module released - new extra-cost module

–Improved methods for dealing with in vivo solubilities

•Strategy going forward:

•Continue to enhance program in response to customer requests

•Continue to expand capabilities for dosing routes (transdermal,
intramuscular, intraperitoneal)

GastroPlusTM

•First and only simulation tool for in vitro dissolution experiments

•Industry is learning how to use this unique tool and sales continue to grow

•Strategy going forward:

–Continue advancing state-of-the-art for this one-of-a-kind tool

–Continue aggressive marketing and sales activities

•Educate formulation scientists on how to use simulation in their work

•Emphasize compatibility with GastroPlus for formulation studies

DDDPlusTM

•Predicts properties of molecules from just their structures, including physicochemical properties,
pharmacokinetic properties, metabolism properties, and numerous toxicities

•Consistently top-ranked in accuracy in published independent comparison studies

•Version 5.0 released in FY2010

•New atomic and molecular descriptorsenhance all models - all models retrained

•New property predictions

•Improved model-building capabilities of ADMET Modeler™ subprogram

•Strategy going forward:

–Continue to expand- new toxicity and metabolism models coming shortly in version 5.5

–Further improve prediction accuracy through better molecular and atomic descriptors

–Further enhanced graphical outputs and reporting features

ADMET PredictorTM

•Integrated with ADMET Predictor - provides complete modeling/prediction
capability - used to build all models in ADMET Predictor except for a few
simple calculations

•Speed and model quality unsurpassed - contract studies have shown ability to
find useful models from user data (including activity) when others have failed

•Strategy going forward:

–Continue to advance state-of-the-art in machine learning methods

–Further improve user interface and convenience features

–May develop stand-alone product for general modeling use

ADMET ModelerTM

•Formerly ClassPharmer™. renamed it MedChem Studio last year

•Classifies molecules by “maximum common substructures” using proprietary algorithms (red
parts of molecules above)

•Helps chemists identify what it is about molecular structures that cause good or bad properties

•Generates new molecules using proprietary algorithms

•Tight integration with ADMET Predictor to eliminate “losers” based on property predictions

•Strategy going forward:

–Molecule design now area of emphasis - MedChem Designer™ integrated into MedChem Studio to
further enhance our design capabilities

MedChem StudioTM

•Exciting new product launched on February 17, 2011! Provided free

•Exciting combination of innovative molecule drawing capabilities that integrates tightly with
ADMET Predictor

•Provides chemist with never-before-available information about how each change to a
molecule affects up to almost 130 different properties.

•Strategy going forward:

–Molecule design now area of strategic emphasis

–MedChem Designer™ is integrated into MedChem Studio to further enhance our design capabilities

–Free ADMET Predictor predictions are a teaser - expected to promote additional ADMET Predictor
sales so chemists can see the other 120+ properties

MedChem DesignerTM

Consulting Contracts

•Growing part of business

–Simulation studies

•Troubleshooting problem compounds

•Virtual bioequivalence trials

•Assist with design of new oral dosage formulations

•Generates leads for software licenses

•Identifies unmet needs for software improvements

•Increases our knowledge base and expertise

–Exposure to unusual compound behaviors

•Builds rapport and confidence not only with
customers’ scientists, but also with their management

Some of Our International
Pharma Customers

–Growing team of exceptional scientists and engineers

•Chemistry, biochemistry, molecular biology

•Chemical engineering, biomedical engineering

•Computer science

•Augmentative communication (Words+ subsidiary)

–Recognized world-class expertise in oral drug delivery,
pharmacokinetics, pharmacodynamics

–Large scale system simulations

–Applied numerical simulation/optimization methods to
multidimensional nonlinear problems

–High quality, rapid structure-property modeling

–Marketing and salesto a highly technical global market

–Strong relationships with pharmaceutical scientists in industry,
government, and academia

Core Capabilities and Strengths

Strategic Considerations

•Aggressive marketing and sales activities have paid off,
and will continue

•Development of new technologies via in-house funding

–Continue to develop new products such as our new MedChem
Designer™ software announced yesterday

–Maintain our industry-leading position with GastroPlus™

–Continue to refine our existing products

•Cash position remains very strong

–We will use it to continue to hire selected staff and grow
organically, for accretive acquisitions, and for outsourcing of
specific activities to augment internal efforts

–Board of Directors may consider additional share repurchases

•World-class and growing scientific team

•Experienced professional management team and board

•Continuously growing and profitable through global
economic crisis

•High margins: earnings growth > revenues growth

•Approximately $8.9 MM in cash and no debt

•Emerging, high-growth market

•Proprietary multi-platform software

•Recurring revenue business model

•Acquisition remains a major strategic goal

Investment Highlights

Increasing shareholder
value by providing
competitive advantages to
our customers in the
pharmaceutical, biotech,
and disability industries

Simulations Plus, Inc.

Questions and Answers

Opportunity for shareholders to ask questions about the
company.

Please understand that we cannot provide any information
that would be considered “insider information” - information
that would provide those attending this meeting with
knowledge about company operations that would give them
an advantage in deciding to buy or sell shares in the public
markets. However, we will endeavor to answer every
question in as much detail as possible without violating SEC
rules.