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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20,1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SIMULATION SCIENCES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7371 94-2487793
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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601 VALENCIA AVENUE, SUITE 100
BREA, CA 92825
(714) 579-0412
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHARLES R. HARRIS
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
SIMULATION SCIENCES INC.
601 VALENCIA AVENUE, SUITE 100
BREA, CA 92823
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
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JEFFREY D. SAPER, ESQ. ROBERT M. MATTSON, JR., ESQ.
MARK BONHAM, ESQ. KEVIN A. FAULKNER, ESQ.
ROBERT G. O'CONNOR, ESQ. HANS J. BRASSELER, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C. MORRISON & FOERSTER LLP
650 PAGE MILL ROAD 19900 MACARTHUR BLVD., SUITE 1200
PALO ALTO, CALIFORNIA 94304 IRVINE, CA 92715
(650) 493-9300 (714) 251-7500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-39025
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please the check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1)(2) FEE(2)
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Common Stock, $0.001 par value.... 115,000 $19.0625 $2,192,187.50 $665.00
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(a).
(2) 2,990,000 shares were registered under Securities Act Registration Statement
No. 333-39025, with respect to which a filing fee of $16,479 was previously
paid with the earlier registration statement.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Securities Act"), by Simulation Sciences Inc. (the
"Company"). In accordance with Rule 429 under the Securities Act, this
Registration Statement incorporates by reference the contents of the
Registration Statement on Form S-3 (Registration No. 333-39025, which was
declared effective by the Commission on November 19, 1997) relating to the
offering of up to 2,600,000 shares of Common Stock of the Company plus up to
390,000 shares that may be sold pursuant to the Underwriter's over-allotment
option.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on November 20, 1997), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than November 20,
1997.
2
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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 the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brea, State of California, on the 19th day of
November, 1997.
SIMULATION SCIENCES INC.
By: /s/ CHARLES R. HARRIS
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Charles R. Harris
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 19th day
of November, 1997 in the capacities indicated:
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SIGNATURE TITLE
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/s/ CHARLES R. HARRIS President and Chief Executive Officer
- ----------------------------------------------- (Principal Executive Officer) and Director
Charles R. Harris
* Executive Vice President, Finance and Chief
- ----------------------------------------------- Financial Officer (Principal Financial and
Robert E. Grice, Jr. Accounting Officer)
* Director
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Narendra K. Gupta
* Director
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Walter G. Kortschak
* By: /s/ CHARLES R. HARRIS
- -----------------------------------------------
Charles R. Harris
Attorney-in-Fact
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT TABLE
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1 Consent of Counsel (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24.1* Power of Attorney
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* Incorporated by reference to Registration Statement on Form S-3 (File No.
333-39025)
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[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
EXHIBIT 5.1
November 20, 1997
Simulation Sciences Inc.
601 Valencia Avenue, Suite 100
Brea, California 92823
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (Registration
Statement No. 333-39025) (the "Initial Registration Statement") filed by you
with the Securities and Exchange Commission (the "Commission") and declared
effective on November 19, 1997 and the Registration Statement on Form S-3 (as
such may be further amended or supplemented, "Rule 462(b) Registration
Statement" and together with the Initial Registration Statement, the
"Registration Statements") to be filed on November 20, 1997 pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Securities Act"), in
connection with the registration under the Securities Act of up to 3,105,000
shares (including an over-allotment option granted to the Underwriters to
purchase 405,000 shares) of your Common Stock, par value $0.001 per share (the
"Shares"). Of the Shares, 2,991,818 shares (including all shares subject to the
above-referenced over-allotment option, are authorized but heretofore unissued,
and 113,182 shares are issued and outstanding and held by the Selling
Stockholders referred to in the Registration Statements. We understand that the
Shares are to be sold to the Underwriters for resale to the public as described
in the Registration Statements. As your legal counsel, we have examined the
proceedings taken, and are familiar with the proceedings proposed to be taken,
by you in connection with the sale and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares, when sold in the manner described in the Registration
Statements and in accordance with the resolutions adopted by the Board of
Directors of the Company, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statements and further consent to the use of our name wherever appearing in the
Registration Statements, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors and Stockholders
of Simulation Sciences Inc.
We consent to the incorporation by reference in this Registration Statement of
Simulation Sciences Inc. on Form S-3 of our report dated February 7, 1997
included in the Annual Report on Form 10-K of Simulation Sciences Inc. for the
year ended December 31, 1996, which is incorporated by reference in Registration
Statement No. 333-39025, and to the references to us under the headings
"Selected Financial Data" and "Experts" in the Prospectus, which is part of
Registration Statement No. 333-39025 of Simulation Sciences Inc. on Form S-3.
DELOITTE & TOUCHE LLP
Costa Mesa, California
November 19, 1997
