0001019687-12-000488.txt : 20120213 0001019687-12-000488.hdr.sgml : 20120213 20120213170313 ACCESSION NUMBER: 0001019687-12-000488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120213 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 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: 12600081 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-021312.htm FORM 8K simulations_8k-021312.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


February 13, 2012
(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 7.01            Regulation FD Disclosure

On February 13, 2012, Simulations Plus, Inc., a California corporation (the "Company"), issued a press release announcing that its board of directors has declared a quarterly cash dividend of $0.05 per share of common stock, payable on March 1, 2012, to shareholders of record on February 21, 2012.

A copy of press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Current Report on Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this report on Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.


CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K may contain forward-looking statements that are made pursuant to the safe harbor provisions of Section 21E of the Exchange Act. The forward-looking statements in this Current Report on Form 8-K are not historical facts, do not constitute guarantees of future performance and are based on numerous assumptions which, while believed to be reasonable, may not prove to be accurate.  Any forward-looking statements in this Current Report on Form 8-K do not constitute guarantees of future performance and involve a number of factors that could cause actual results to differ materially, including risks more fully described in our most recently filed Quarterly Report on Form 10-Q and Annual Report on Form 10-K. The Company assumes no obligation to update any forward-looking information contained in this Current Report or with respect to the announcements described herein.


Item 9.01            Financial Statements and Exhibits
 
(c)           Exhibits
 
 
99.1  
Press release issued on February 13, 2012.



 
 
 

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 13, 2012
By:
/s/ Momoko Beran  
    Momoko Beran  
    Chief Financial Officer   
 
                                                                                                          
 
 
 
 
 EX-99.1 2 simulations_8kex99-1.htm PRESS RELEASE simulations_8kex99-1.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:
   Hayden IR
Simulations Plus Investor Relations    
     
Ms. Renée Bouché    Mr. Cameron Donahue
661-723-7723   651-653-1854
renee@simulations-plus.com   cameron@haydenir.com
     
For Immediate Release:
February 13, 2012

Simulations Plus Announces Cash Dividend

Board of directors declares an ongoing quarterly dividend of $0.05 per share

LANCASTER, CA, February 13, 2012 – Simulations Plus, Inc. (NASDAQ: SLP), a leading provider of simulation and modeling software for pharmaceutical discovery and development, today announced that its board of directors has voted to distribute an ongoing quarterly cash dividend of $0.05 per share to its shareholders beginning with the current fiscal year. The first dividend payment will be distributed on Thursday, March 1, 2012, for shareholders of record as of Tuesday, February 21, 2012.

Walt Woltosz, chairman and chief executive officer of Simulations Plus, said: “As we announced during the last conference call, the board of directors has been considering the use of our cash reserves. After careful consideration that included information provided through a study by an outside firm, the board has concluded that a dividend is appropriate at this time. To that end, the Company will begin paying an ongoing quarterly dividend of five cents ($0.05) per share. This dividend will be in lieu of a share repurchase.”

The factors the board considered in making this decision included, but were not limited to:

·  
The Company’s cash position continues to grow at a pace management believes will be sustained for the foreseeable future. Cash at the end of our first quarter was $12.66 million, as compared to $8.9 million at 11/30/2010. Cash as of February 9, 2012, was approximately $13.17 million.
·  
In spite of consistent, concerted efforts, and contacts made with numerous potential acquisitions, the Company has not yet been able to identify anything appropriate for the Company’s investment. This effort continues and will not be affected by the dividend.
·  
The Company has spent approximately $4 million over the last 2-3 years repurchasing shares. At this time, the board does not believe further repurchases are as beneficial to shareholders as a cash dividend.

 
 
 
About Simulations Plus, Inc.

Simulations Plus, Inc., is a premier developer of groundbreaking drug discovery and development simulation and modeling software, which is licensed to and used in the conduct of drug research by major pharmaceutical, biotechnology, agrochemical, and food industry companies worldwide.  We also provide a productivity tool called Abbreviate! for PCs as well as an educational software series for science students in middle and high schools known as FutureLab™.  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.  Words like “believe,” “expect” and “anticipate” mean that these are our best estimates as of this writing, but that there can be no assurances that expected or anticipated results or events will actually take place, so our actual future results could differ significantly from those statements.  Factors that could cause or contribute to such differences include, but are not limited to: our ability to maintain our competitive advantages, acceptance of new software and improved versions of our existing software by our customers, the general economics of the pharmaceutical industry, our ability to finance growth, our ability to continue to attract and retain highly qualified technical staff, our ability to identify and close acquisitions on terms favorable to the Company, and a sustainable market.  Further information on our risk factors is contained in our quarterly and annual reports as filed with the U.S. Securities and Exchange Commission.