UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
November 21, 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 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 21, 2013, Momoko Beran, Chief Financial Officer (“CFO”) notified the Board of Directors of Simulations Plus, Inc., a California corporation (the "Company"), that she resign from her CFO position. She plans to retire effective as of January 15, 2014.
On November 21, 2013, the Company Board of Directors appointed John R. Kneisel, CPA to the Company CFO effective as of November 22, 2013.
| Item 7.01 | Regulation FD Disclosure |
On November 22, 2013, the Company issued a press release announcing Momoko Beran’s retirement and John R. Kneisel’s appointment. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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 November 22, 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: November 22, 2013 | By: | /s/ John R. Kneisel |
| John R. Kneisel Chief Financial Officer | ||
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:
November 22, 2013
Simulations Plus Announces Change in Chief Financial Officer
John R. Kneisel, CPA, to Replace Momoko Beran, Retiring after More Than 20 Years of Service
LANCASTER, CA, November 22, 2013 – Simulations Plus, Inc. (NASDAQ: SLP), a leading provider of simulation and modeling software for pharmaceutical discovery and development, today announced that Ms. Momoko Beran has notified the board of directors of her plan to retire effective as of January 15, 2014. The board of directors has appointed John R. Kneisel as new Chief Financial Officer.
Walt Woltosz, chairman and chief executive officer of Simulations Plus, said: “Ms. Momoko Beran has decided to retire effective January 15, 2014. Momo has been with us since before Simulations Plus was founded in our former Words+ subsidiary, and she has served as CFO since Simulations Plus was incorporated in 1996. She has been an outstanding CFO, serving with dedication and distinction. We will miss her and wish her well in her retirement.”
The Board of Directors has appointed Mr. John R. Kneisel, CPA, as the new CFO effective as of November 22, 2013. Mr. Kneisel has more than three decades of a variety of business management experience. He served as CFO/Controller for several companies including a software development and professional services company. He has worked for a Fortune 500 company as a regional controller providing financial support to operational management. During his time in public accounting, he served as a general business consultant, assisting in the implementation of operational controls as well as providing assurance services to his clients.
Walt Woltosz, chairman and CEO of Simulations Plus, said: “It's difficult to think about Simulations Plus without Momo, who has been one of the key players in building Simulations Plus to what it is today. Her dedication, untiring hard work, and sacrifice through the difficult early years, as well as her willingness to take on not only the role of CFO, but also HR director and facilities manager, have contributed greatly to our success. She will be missed, but she will facilitate a smooth transition and also serve as a consultant on occasion, particularly with respect to our customers in Japan, where she has provided a strategic advantage to Simulations Plus in cultivating and supporting our Japanese customers. We are very pleased that John Kneisel has accepted our invitation to join the management team of Simulations Plus as the new CFO, and we look forward to his participation in guiding Simulations Plus in the future.”
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. Simulations Plus 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.
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