8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM CORRESPONDENCE

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

February 15, 2013

(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 10^th 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 5.07 Submission of Matters to a Vote of Security Holders:

On February 15, 2013, Simulations Plus, Inc., a California corporation (the "Company"), held its annual meeting of shareholders (the “Annual Meeting”). 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, 2013.

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	9,484,911			32,535	6,418,360	15,935,806
(1) Virginia Woltosz	9,081,882			435,564	6,418,360	15,935,806
(1) Dr. David Z. D'Argenio	9,483,313			34,133	6,418,360	15,935,806
(1) Harold W. Rosenberger	9,484,052			33,394	6,418,360	15,935,806
(1) Dr. David Ralph	9,486,866			30,580	6,418,360	15,935,806
(2) Appointment of RSJ	9,505,322	5,444	9,059		6,418,360	15,935,806

(a) Total Proxy Shares on record date on December 18, 2012 out of which 15,749,794 shares were reported.

Item 8.01 Other Events

On February 15, 2013, Company held its annual meeting of shareholders. A copy of PowerPoint presentation for the meeting are attached hereto as Exhibit 99.1 and is 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.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Power Point Presentation on February 15, 2013.

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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 19, 2013	By:	/s/ Momoko Beran
		Momoko Beran Chief Financial Officer

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EX-99.1

Exhibit 99.1

Simulations Plus, Inc. (NASDAQ:SLP) Annual Shareholders’ Meeting February 15, 2013

• Welcome and Introductions • Discussion of Voting Issues • Chairman’s Remarks • Questions & Answers • Adjournment of Official Meeting Agenda

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

Management & Directors • Board of Directors: – David Z. D’Argenio, Ph.D., Director • Professor, Biomedical Engineering, USC • Director, Co - Director, Biological Simulation Resource Center, USC since 1985 – H. Wayne Rosenberger, Director • Sr. Regional VP of American Security Bank (ret.) – David Ralph, Ph.D., Director • Professor of Marketing and Sales, Pepperdine University – Virginia E. Woltosz, B.S., M.B.A., Director and Secretary • Co - founder, Words+, Inc. and Simulations Plus, Inc. – Walter S. Woltosz, M.S., M.A.S., Chairman & CEO. • Co - founder, Words+, Inc. and Simulations Plus, Inc. • Senior Management Team – Momoko A. Beran, B.S., M.B.A., Chief Financial Officer, CPA qualified – John DiBella, M.S., Vice President, Marketing, and Sales – Michael B. Bolger, Ph.D., Chief Scientist – Robert Clark, Ph.D., Director, Life Sciences

• Registered Independent Auditors • Rose, Snyder & Jacobs, Encino, CA • Tax Specialists • Rabbani, Inc., Los Angeles, CA • Legal Counsel • Procopio , Cory, Hargreaves & Savitch LLP Outside Counsels

Candidates for Board of Directors remain unchanged: • David Z. D’Argenio, Ph.D. • David Ralph, Ph.D. • H. Wayne Rosenberger • Virginia E. Woltosz, MBA • Walter S. Woltosz, MS, MAS • Outside auditor: • Rose, Snyder, Jacobs • There are no other voting issues • Votes already received by proxy have resulted in all items being passed with over 98% 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

• FY12 compared to FY11: – Sales up 8.1% to Record Fiscal Year at $9.45 MM from $8.74 MM – Gross profit up 11.1% to $7.94 million from $7.18 million – SG&A up 6.1% to $3.38 million from $3.19 million • Legal fees for attempted acquisition of Entelos’ assets in bankruptcy court • Final payment to M&A consultants for sale of Words+ • Expanded staff and increased salaries and bonuses for existing staff • Increased health/dental, liability, and Worker’s Compensation insurance • Increased marketing and sales costs • Increased investor relations costs • Increased building lease and related costs – As a percent of revenues, SG&A decreased to 35.8% from 36.5% – Net Income increased 11.5% to $3.03 million from $2.71 million – Diluted earnings per share increased 11.1% to $0.19 ($0.187) from $0.17 ($0.169) • Strong balance sheet (same numbers as for Q4): – Cash increased 24.8% to $12.7 million from $ 10.2 million at the end of 4Q11 – After the November 13, 2012 dividend payment of $0.8 MM, and income taxes of approximately $ 1.1 million, cash today is approximately $11.6 million – Shareholders’ equity increased 7.9% to $15.1 million from $14.0 million – No debt SLP Fiscal Year 2012 Highlights twelve months ended 8/31/12:

Income Statement FY2012 vs FY2011 ($ millions) FY12 FY11 Net sales 9.449 8.739 Gross profit 7.939 7.180 Gross profit margin 84.0% 82.2% SG&A 3.379 3.186* R&D 0.948 0.464* Total operating expenses 4.327 3.650 Income from continuing operations 3.612 3.530 Other income 0.343 0.168 Results of discontinued operations, net of taxes 0.216 0.052 Income before income taxes 4.171 3.750 Net income 3.028 2.715 Earnings per share (diluted) 0.19 0.17

$3.2 $5.7 $6.1 $6.3 $7.6 $8.7 $9.5 2006 2007 2008 2009 2010 2011 2012 $ Millions Revenues by Fiscal Year (pro forma prior to 2012)

Revenues by Quarter (pro forma prior to 2012) $1.4 $1.6 $2.0 $1.1 $1.4 $1.8 $2.0 $1.1 $1.7 $2.2 $2.3 $1.3 $2.1 $2.6 $2.6 $1.4 $0 $1 $2 $3 Q1 Q2 Q3 Q4 2008 2009 2010 2011 2012 $2.77 $2.77 $2.77 $2.77 $1.64 $2.2 $2.79

$5.2 $6.4 $7.2 $7.9 2009 2010 2011 2012 $ M i l l i o n s 2009 2010 2011 2012 Gross Profit by Fiscal Year (pro forma prior to 2012)

Gross Profit by Fiscal Quarter (pro forma prior to 2012) $1.24 $1.53 $1.75 $0.71 $1.45 $1.93 $1.97 $1.07 $1.70 $2.21 $2.21 $1.12 $1.90 $2.39 $2.33 $1.32 Q1 Q2 Q3 Q4 2009 2010 2011 2012

$2.4 $3.6 $4.4 $4.9 2009 2010 2011 2012 $ M i l l i o n s 2009 2010 2011 2012 EBITDA by Fiscal Year (pro forma prior to 2012)

EBITDA by Fiscal Quarter $0.55 $0.73 $0.93 $0.20 $0.73 $1.28 $1.23 $0.36 $1.00 $1.48 $1.48 $0.33 $1.11 $1.33 $1.40 $0.55 Q1 Q2 Q3 Q4 2009 2010 2011 2012

$0.4 $1.3 $1.7 $2.0 $2.2 $2.6 $3.0 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 2006 2007 2008 2009 2010 2011 2012 $ Millions Net Income by Fiscal Year (pro forma prior to 2012)

Net Income by Fiscal Quarter (pro forma prior to 2012) $0.39 $0.49 $0.58 $0.25 $0.33 $0.47 $0.53 $0.17 $0.44 $0.85 $0.74 $0.21 $0.56 $0.91 $1.05 $0.17 $0.76 $0.84 $0.87 $0.35 Q1 Q2 Q3 Q4 2008 2009 2010 2011 2012

Selected Balance Sheet Items ($ millions) August 31, 2012 August 31, 2011 Cash and cash equivalents $12.701 $10.181 Cash per share 0.786 0.537 Total current assets 14.670 13.275 Total assets 17.347 15.867 Total current liabilities 1.415 1.141 Total liabilities 2.204 1.830 Current ratio 10.4 11.6 Shareholders’ equity 15.143 14.036 Total liabilities and shareholders’ equity 17.347 15.867 Shareholders’ equity per share 0.938 0.873

Selected Balance Sheet Items ($ millions) November 30, 2012 August 31, 2012 Cash and cash equivalents $11.379 $12.701 Cash per share 0.695 0.787 Total current assets 13.784 14.670 Total assets 16.530 17.347 Total current liabilities 0.739 1.415 Total liabilities 1.559 2.204 Current ratio 18.6 10.4 Shareholders’ equity 14.971 15.143 Total liabilities and shareholders’ equity 16.530 17.347 Shareholders’ equity per share 0.914 0.939

$1.59 $0.80 $0.80 $2.24 $1.97 $12.66 $13.24 $12.89 $12.70 $11.38 $9.33 Q4FY11 Q1FY12 Q2FY12 Q3FY12 Q4FY12 Q1FY13 $ Millions Dividend Paid Proceeds from Sale of Subsidiary Cash Returning Cash to Shareholders

N H O OH O CH 3 CH 3 CH 3 Discovery Preclinical Clinical MedChem Studio ™ MedChem Designer™ GastroPlus™ DDDPlus ™ ADMET Predictor™ Simulations Plus Products & Services Consulting Services & Collaborations MembranePlus ™

• Simulations Plus continues to increase its technological advantage Recent Enhancements • Version 8.0 released May 2012 • Expanded drug - drug interaction to include transporters and induction • Expanded PDPlus ™ pharmacodynamics modeling module • Expanded ocular delivery model • Expanded nasal/pulmonary delivery model • Version 6.0 released May 2012 • Prediction of sites of metabolism now available • Best - in - class pKa models improved and display enhanced • Retrained models with new atomic level descriptors – our already top - ranked property predictions were further improved • Version 3.0 & MedChem Designer 2.0 released May 2012 • Integration of new MedChem Designer 2.0 software • MedChem Designer downloads/activations over 3000 • Significant improvements in processing speed • Prediction of metabolite structures to be available soon • Version 4.0 released in June 2011 • Virtual Trials added to show expected variances in experiments • FDA added more licenses during 3 rd quarter • Customer base continues to grow

Marketing and Sales Program • Added Cheminformatics salesperson July 2012 to increase sales of ADMET Design Suite™ (MedChem Studio™, MedChem Designer™, and ADMET Predictor™) • Conferences/Scientific Meetings continue to be primary source of leads • During Q4 we did 14 meetings in the U.S., Europe, and Asia • Total of 44 posters/presentations, and >25 peer - reviewed client publications during FY2012 • Training Workshops – Basic GastroPlus and Cheminformatics training workshops added to our Advanced GastroPlus™ training workshops • New Cheminformatics training workshop to be held in February • Strategic Digital Marketing Initiatives • Collaborations/Consulting/Grants – Progressing on our 5 - year collaboration with the FDA Center for Food Safety and Applied Nutrition to build many toxicity models with ADMET Predictor/Modeler™ for food additives and contaminants – Consulting studies continue – provides exposure of software to new groups – New funded collaboration announced for enhancement of the GastroPlus oral cavity dosing model – New funded collaboration announced for enhancement of the GastroPlus pulmonary dosing model • We believe fundamental industry shift continues – Software tools are constantly gaining wider acceptance and applications are growing – 10 new customers during 4QFY12 (includes new companies as well as new departments within existing large customers ), and 43 new in all of FY2012

FDA Food Safety Research Collaboration • Completed the first year of a 5 - year renewable Research Collaboration Agreement (RCA) with Center for Food Safety and Applied Nutrition (CFSAN) to provide model - building capabilities for a large number (>70,000) of substances that can be in foods as additives or contaminants, only a small fraction of which have been testes for various toxicities. • Models will then be used to predict the likely toxicity of the molecules that were not tested to identify likely problems • Requested code modifications from the FDA became a part of ADMET Predictor 6.0, which was released in May. • The first new toxicity model for ADMET Predictor coming from this collaboration was released with Version 6.0. This is a model for predicting rodent carcinogenicity. Others are in progress.

NCE (New Chemical Entity) Project • Using a public database courtesy of GlaxoSmithKline, and applying MedChem Studio/MedChem Designer/ADMET Predictor, we designed a number of lead candidates to inhibit the malaria parasite and qualified them for acceptable properties using only ADMET Predictor predictions. • Seven molecules were received from synthesis and were tested against the malaria parasite. All seven showed inhibition of the growth of the parasite , with two active at a nanomolar level against both wild - type and drug - resistant strains of the parasite . • Note that recently according to Reuters, GlaxoSmithKline Plc reported disappointing results for their malaria vaccine for infants in Africa’s largest ever clinical trial of over 6,500 babies aged 6 - 12 weeks. It was effective for about 30% of babies. Reuter noted further that GSK plans to push ahead with vaccine development. Note that our molecules are not intended as vaccines, but as therapeutic drugs. • We have initiated communications with outside organizations that are known to fund developments for malaria and other diseases to determine whether there is interest in funding further work by Simulations Plus using the methods we have demonstrated.

Summary • For FY2012: - Financial performance continues our 5 - year profitable trend - Sale of Words+ has simplified and focused the business - margins increased, reporting and auditing much simpler • Continuing to Expand our Life Sciences team: - Two new Ph.D.s started in August, interviews continuing – two interviews this month - Promoting development of new products and services (e.g., MembranePlus ) - Strengthens and supports our marketing and sales efforts • Expanding Sales Team and Activities - New field sales manager for cheminformatics products and services started in July - Greater staff time spent on marketing and sales activities - New training workshop for chemistry tools to be held in Boston in March • Simulations Plus is globally recognized as a leader - Outstanding reputation for scientific expertise and innovation - Strong customer support • Strong cash position and no debt - Four quarterly cash dividends of $0.05/share/quarter were distributed in FY 2012 and 1QFY13 for a total of just under $3.2 million. - An accelerated dividend distribution was made on December 28 that included the planned February 2013 dividend of $0.05/share plus $0.03 of the $0.05 share for the planned May, August, and November 2013 distributions. NOTE: The Board of Directors may decide to modify (increase or decrease) or eliminate the planned dividend distributions for any and all future quarters based on new business priorities for cash.

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