<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Simulations Plus, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-4595609
- ---------------------------------------- --------------------------------
(State of Incorporation or organization) IRS Employer Identification No.)
40015 Sierra Highway, Building B-110, Palmdale, California 93550
- ---------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
<S> <C>
None None
---- ----
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value, $0.001 per share.
Non-Redeemable Warrants, each Warrant exercisable to purchase one share of
Common Stock at an exercise price of $6.50 per share, subject to adjustment in
certain circumstances.
Common Stock, par value $0.001 per share, issuable upon the exercise of the
Non-Redeemable Warrants.
________________
(Title of Class)
Page 1 of 3
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
This registration statement relates to the registration with the
Securities and Exchange Commission of (i) shares of Common Stock, par value
$0.001 per share (the "Common Stock") and (ii) five-year non-redeemable
warrants (the "Warrants"), each Warrant exercisable to purchase one share of
Common Stock, of Simulations Plus, Inc., a California corporation (the
"Registrant"). The description of the Common Stock and Warrants to be
registered hereunder set forth under the captions "Description of Securities -
Common Stock and "Description of Securities - Warrants," respectively, at page
51 of the Registrant's Prospectus which is included in the Registrant's
Registration Statement on Form SB-2, filed with the Securities and Exchange
Commission on September 19, 1996 (Registration No. 333-5600-LA), is
incorporated herein by this reference.
Item 2. Exhibits.
2.1 The following documents are included as Exhibits, as
indicated, to Registrant's Registration Statement on Form SB-2, as filed with
the Securities and Exchange Commission on September 19, 1996 (Registration No.
333-5600-LA), and incorporated herein by this reference:
<TABLE>
<CAPTION>
Form SB-2
Exhibit Description Exhibit Number
------------------- --------------
<S> <C>
Certificate of Incorporation of Registrant 3.1
Bylaws of Registrant 3.2
Form of Common Stock Certificate* 4.2
Form of Warrant Agreement 10.17
Form of Warrant Certificate 10.18
</TABLE>
_________________
*To be filed by Amendment.
Page 2 of 3
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SIMULATIONS PLUS, INC.
(Registrant)
Dated: October 31, 1996 By: /s/ WALTER S. WOLTOSZ
--------------------------------
Walter S. Woltosz, President
and Chief Executive Officer
Page 3 of 3