As filed with the Securities and Exchange Commission on May 11, 2007
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SIMULATIONS PLUS, INC.
(Exact name of Registrant as specified in its charter) [GRAPHIC OMITTED]
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CALIFORNIA 42505 TENTH STREET WEST 95-4595609
LANCASTER, CALIFORNIA 93534-7059
(State or other jurisdiction of (Address of principal executive (I.R.S. Employer
incorporation or organization) offices and zip code) Identification Number)
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SIMULATIONS PLUS, INC. 1996 STOCK OPTION PLAN
SIMULATIONS PLUS, INC. 2007 STOCK OPTION PLAN
(Full title of the plan)
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WALTER S. WOLTOSZ
CHIEF EXECUTIVE OFFICER
SIMULATIONS PLUS, INC.
42505 10TH STREET WEST
LANCASTER, CALIFORNIA 93534-7059
(661) 723-7723
(Name, address, and telephone number, including area code, of agent for service)
COPY TO:
DENNIS J. DOUCETTE, ESQ.
LUCE, FORWARD, HAMILTON & SCRIPPS LLP
11988 EL CAMINO REAL, SUITE 200
SAN DIEGO, CALIFORNIA 92130
(858) 720-6300
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CALCULATION OF REGISTRATION FEE
Maximum Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be to be Offering Price Per Aggregate Offering Registration
Registered Registered (1) Share (2) Price Fee
Common stock issuable under the
Simulations Plus, Inc. 1996
Stock Option Plan (par value
$0.001 per share) 105,000 shares (3) $12.01 $1,261,050 $38.71
Common stock issuable under the
Simulations Plus, Inc. 2007
Stock Option Plan (par value
$0.001 per share) 500,000 shares (4) $12.01 $6,005,000 $184.35
Total 605,000 shares $12.01 $7,266,050 $223.06
(1) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement shall also cover any additional shares of the Registrant's common
stock that become issuable under the Simulations Plus, Inc. 1996 Stock
Option Plan and the Simulations Plus, Inc. 2007 Stock Option Plan by reason
of any stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that increases
the number of the Registrant's outstanding shares of common stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended. The offering price per share and aggregate offering price are
derived from the average of the high and low prices of Registrant's Common
Stock on May 8, 2007, as reported on the AMEX.
(3) Represents common stock that may be issued pursuant to awards granted under
the Simulations Plus, Inc. 1996 Stock Option Plan.
(4) Represents common stock that may be issued pursuant to awards granted under
the Simulations Plus, Inc. 2007 Stock Option Plan.
SIMULATIONS PLUS, INC.
REGISTRATION STATEMENT ON FORM S-8
INTRODUCTION
This Registration Statement on Form S-8 is filed by Simulations Plus,
Inc. (the "Company") relating to 605,000 shares of the Company's common stock,
par value $0.001 per share (the "Common Stock"), issuable to employees of the
Company under the 1996 Stock Option Plan and the 2007 Stock Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
I. ITEM PLAN INFORMATION.*
II. ITEM REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act"), and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The registrant incorporates by reference in this Registration Statement
the following documents and information filed by the Company with the Securities
and Exchange Commission (the "SEC"):
(1) The Company's Annual Report on Form 10-KSB for the fiscal year
ended August 31, 2006, filed with the SEC on November 22, 2006;
(2) The Company's Quarterly Reports on Form 10-QSB, filed with the SEC
on January 16, 2007 and April 10, 2007;
(3) The Company's Current Report on Form 8-K, filed with the SEC on
January 17, 2007;
(4) The Company's Current Report on Form 8-K, filed with the SEC on
February 26, 2007;
(5) The Company's Definitive Proxy Statement on Schedule 14A, filed
with the SEC on January 19, 2007;
(6) All other filings made by the Company with the SEC pursuant to
Section 13(a) or 15(d) of the Exchange Act since August 31, 2006; and
(7) The description of the Company's common stock contained in the
Company's Registration Statements filed under the Exchange Act, including any
amendments or reports filed for the purposes of updating such descriptions.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Our Articles of Incorporation and Bylaws generally provides for the
maximum indemnification of a corporation's officers and directors as permitted
by law in the State of California. California law empowers a corporation to
indemnify any person who was or is a party or who is threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except in the case of
an action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise. Depending on the
character of the proceeding, a corporation may indemnify against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action, suit or
proceeding if the person indemnified acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceedings, had no
reasonable cause to believe his or her conduct was unlawful.
A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses, including amounts paid in settlement and
attorney's fees actually and reasonably incurred by him or her in connection
with the defense or settlement of the action or suit if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, he or she must be indemnified by the corporation against
expenses, including attorney's fees, actually and reasonably incurred by him in
connection with the defense. The corporation, unless ordered by a court or
advanced pursuant to this section, must make any indemnification under this
section, only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (a) by the stockholders; (b) by
the board of directors by majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding; (c) if a majority vote of a
quorum consisting of directors who were not parties to the action, suit or
proceeding so orders, by independent legal counsel in a written opinion; or (d)
if a quorum consisting of directors who were not parties to the action, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. The provisions of this section do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
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The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section: (a) do not exclude any other rights
to which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his or her official capacity or an action in another capacity while holding his
or her office, except that indemnification, unless ordered by a court pursuant
to this section or for the advancement of any director or officer if a final
adjudication establishes that his or her acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action; and (b) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.
Further, we may enter into agreements of indemnification with our
directors to provide for indemnification to the fullest extent permitted under
California law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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The exhibits to this Registration Statement are listed in the Exhibit
Index commencing at page EX-1 hereof.
ITEM 9. UNDERTAKINGS.
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The undersigned registrant hereby undertakes:
1. (a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs 1(a)(i) and 1(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;
(b) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by a final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lancaster, State of California, on this 10th day of
May, 2007.
SIMULATIONS PLUS, INC.
By: /s/ Walter S. Woltosz
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Walter S. Woltosz, Chairman of the Board of
Directors and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walter S. Woltosz and Momoko A. Beran,
jointly and severally, as his attorneys-in-fact, with full power of substitution
in each, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ WALTER S. WOLTOSZ Chairman of the Board of Directors and May 10, 2007
------------------------------------------------- Chief Executive Officer
Walter S. Woltosz (Principal Executive Officer)
/s/ VIRGINIA E. WOLTOSZ Director May 10, 2007
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Virginia E. Woltosz
/s/ DAVID Z. D'ARGENIO Director May 10, 2007
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Dr. David Z. D'Argenio
/s/ RICHARD WEISS Director May 10, 2007
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Dr. Richard Weiss
/s/ MOMOKO A. BERAN Chief Financial Officer (Principal May 10, 2007
------------------------------------------------- Financial Officer and Principal
Momoko A. Beran Accounting Officer)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
EXHIBITS
SIMULATIONS PLUS, INC.
(Exact name of registrant as specified in its charter)
EXHIBIT INDEX
The following exhibits are included as part of this registration
statement. References to the "Company" in this Exhibit Index mean Simulations
Plus, Inc., a California corporation.
5.1 Opinion of Luce, Forward, Hamilton & Scripps LLP.
23.1 Consent of Rose, Snyder & Jacobs, CPAs, independent registered public
accounting firm.
23.2 Consent of Luce, Forward, Hamilton & Scripps LLP incorporated by
reference to Exhibit 5.1 to this Registration Statement on Form S-8.
24.1 Power of Attorney, incorporated by reference to the Signature Page of
this Registration Statement on Form S-8.
99.1 Simulations Plus, Inc. 1996 Stock Option Plan, incorporated by
reference to the Company's Registration Statement on Form SB-2
(Registration Statement No. 333-6680), as filed on March 27, 1997 and
the amendments thereto.
99.2 Simulations Plus, Inc. 2007 Stock Option Plan, incorporated by
reference to Appendix 3 of the Company's Definitive Proxy Statement on
Schedule 14A, filed with the SEC on January 19, 2007.
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