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
December 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:
£ 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 7.01 Regulation FD Disclosure
On December 13, 2012, Simulations Plus, Inc., a California corporation (the "Company"), issued a press release announcing that its board of directors has decided to accelerate a portion of the expected dividend payments for 2013, in light of uncertainty surrounding taxes on dividentds.
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 December 13, 2012. |
| 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: December 13, 2012 | By: | /s/ Momoko Beran |
| Momoko Beran Chief Financial Officer | ||
3
Exhibit 99.1
Simulations Plus
Integrating Science and Software
For Further Information:
Simulations Plus, Inc.
42505 10th Street West
Lancaster, CA 93534-7059
CONTACT:
| Simulations Plus Investor Relations | Hayden IR |
| Ms. Renée Bouché | Mr. Cameron Donahue |
| 661-723-7723 | 651-653-1854 |
| renee@simulations-plus.com | cameron@haydenir.com |
For Immediate Release:
December 13, 2012
Simulations Plus Announces Accelerated Quarterly Cash Dividend
Company declares accelerated cash dividend of $0.14 per share
LANCASTER, CA, December 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 decided to accelerate a portion of the expected dividend payments for 2013, in light of uncertainty surrounding taxes on dividends.
The Board of Directors declared its next ongoing quarterly cash dividend of $0.05 per share. In addition, the Board of Directors decided to pay a $0.03 per share portion of the intended $0.05 per share dividend for the following three quarters to its shareholders. This accelerated payment will be distributed on Friday, December 28, 2012, for shareholders of record as of Monday, December 24, 2012.
Ms. Momoko Beran, chief financial officer of Simulations Plus, said: “The board has decided, as many other public board have, that to take advantage of the federal income tax rates currently in effect and due to expire on December 31, it is in the best interests of the majority of shareholders to receive dividend distributions during the current tax year. The board will continue to review the Company’s dividend policy, considering tax rates, policies, and the Company’s financial performance.”
Walt Woltosz, chairman and chief executive officer of Simulations Plus added, “Some companies are distributing as much as eight quarters of dividends in advance, but their yields are more typically around two percent, while ours is more than double that. By distributing a portion of the second through fourth quarter intended dividends now, we benefit current shareholders. By maintaining the remaining portion for those quarters as intended distributions for next year, we expect to maintain interest in the stock for investors who seek dividends at a rate competitive with most other dividend-paying companies. It should be noted that the board of directors always has the option of increasing, decreasing, or eliminating future dividend payments in accordance with the Company’s priorities for its use of cash or changes in tax laws, so that there can be no assurances that future dividends will be paid, and if they are, what the actual amounts might be.”
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 Securities and Exchange Commission.