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
OCTOBER 23, 2008
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Date of Report (Date of the earliest event reported)
SIMULATIONS PLUS, INC.
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Exact name of registrant as specified in its charter
CALIFORNIA 001-32046 95-4595609
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State of Incorporation Commission File Number IRS Employer
Identification Number
42505 10TH STREET WEST, LANCASTER, CALIFORNIA 93534-7059
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Address of principal executive offices, including zip code
661-723-7723
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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 Security Act (17 CFR
230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d -2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On October 23, 2008, Simulations Plus, Inc., a California corporation
(the "Company" or "us," "our" or "we"), issued a press release announcing a
share repurchase program. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
The board of directors has authorized a share repurchase program
enabling the buyback of up to $2.5 million of our shares during a 12-month
period beginning Monday, October 27, 2008. The Company has opened an account
with Citigroup Smith Barney for the purchase of such securities. Funds for any
stock purchases will be drawn from the Company's then-current cash reserves.
In implementing a share repurchase program, the Company will comply
with the safe harbor provisions contained in Rule 10b-18 under the Securities
and Exchange Act of 1934, as amended. Rule 10b-18, as such rule may be amended
in the future, shall take precedence over the terms of this program to the
extent any conflict should exist or arise in the future.
This report on Form 8-K (the "Report"), including the disclosures set
forth herein and exhibits attached hereto, 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 the Company 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 Press release dated October 23, 2008.
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 hereunto duly authorized.
SIMULATIONS PLUS, INC.
Dated: October 23, 2008 By: /s/ Momoko Beran
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Momoko Beran
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
99.1 Press release dated October 23, 2008.