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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED AUGUST 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 000-21665
SIMULATIONS PLUS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 95-4595609
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
40015 SIERRA HIGHWAY, B-110
PALMDALE, CALIFORNIA 93550
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (805) 266-9294
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.001 PER SHARE
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Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
The issuer's revenues for the fiscal year ending August 31, 1997 were
approximately $2,493,000.
As of December 12, 1997, the aggregate market value of the voting stock
held by non-affiliates of the issuer was approximately $6,037,500 based upon
the average closing bid and asked price of such stock on such date.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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AMENDMENT NO. 1
The undersigned registrant hereby amends the following portion of its
Annual Report on Form 10-KSB for the fiscal year ended August 31, 1997, as set
forth in the pages attached hereto:
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information with respect to the above items is being included
herewith because no proxy statement containing the information required by
these items will be prepared within the required time period.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIMULATIONS PLUS, INC. (Registrant)
Dated: December 30, 1997 By: /s/ WALTER S. WOLTOSZ
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Walter S. Woltosz, President and
Chief Executive Officer
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PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
The directors, executive officers and key employees of the Company
and their ages and positions held with the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICES:
Walter S. Woltosz 52 Chairman of the Board, Chief Executive Officer and
President of the Company and Words+.
Virginia E. Woltosz 46 Vice President, Secretary and Director of the Company
and Words+.
Dr. David Z. D'Argenio 47 Director and Consultant to the Company
Dr. Richard Weiss 62 Director
Ron F. Creeley 46 Vice President, Marketing and Sales of the Company
Philip R. Lawrence 47 Vice President, Operations of Words+
Momoko A. Beran 45 Chief Financial Officer of the Company and Words+
CERTAIN KEY EMPLOYEES AND CONSULTANTS:
Dr. Michael Bolger 46 Director of Life Sciences
Dr. Gregory Moore 38 Director of Engineering and Physical Sciences of the
Company
</TABLE>
Walter S. Woltosz is a co-founder of the Company and has served as
its Chief Executive Officer and President and as Chairman of the Board of
Directors since its incorporation in July 1996. Mr. Woltosz is also a co-founder
of Words+ and has served as its Chief Executive Officer and President since its
incorporation in 1981.
Virginia E. Woltosz is a co-founder of the Company and has served as
its Vice President and Secretary since its incorporation in July 1996. Mrs.
Woltosz is also a co-founder of Words+ and has served as its Vice President,
Secretary and Treasurer since its incorporation in 1981. Virginia E. Woltosz is
the wife of Walter S. Woltosz.
Ronald F. Creeley joined the Company in February 1997 as its Vice
President, Marketing and Sales. Prior to joining the Company, Mr. Creeley had
been Marketing Director at Union Pen Company, Time Resources, and New England
Business Services, Inc., with experience in marketing and research.
Philip R. Lawrence joined Words+ in January 1993 as a sales
representative. He was promoted to Director of Marketing and Sales of Words+ in
1995, and was Promoted to Vice President, Operation of Words+.
Dr. David Z. D'Argenio started to serve as a Director of the Company
in June 1997. He is currently Professor and Chairman of Biomedical Engineering
at the University of Southern California ("USC"), and has been on the faculty at
USC since 1979. He also serves as the Co-Director of the Biomedical Simulations
Resource Project at USC, a project funded by the National Institutes of Health
since 1985.
Dr. Richard R. Weiss started to serve as a Director of the Company
in June 1997. From October 1994 to the present, Dr. Weiss has acted as a
consultant to a number of aerospace companies and to the U.S. Department of
Defense through his own consulting entity, Richard R. Weiss Consulting Services.
From June 1993 through July 1994, Dr. Weiss was employed by the U.S. Department
of Defense as its Deputy Director, Space Launch & Technology.
Momoko A. Beran joined Words+ in June 1993 as Director of Accounting
and was named the Company's Chief Financial Officer in July 1996.
Certain Key Employees and Consultants:
Dr. Michael B. Bolger is the Director, Life Sciences for the
Company, having joined the Company in October 1996. Dr. Bolger is Associate
Professor of Pharmacy at the USC, a co-founder and former director of CoCensys,
Inc., a pharmaceutical firm in Irvine, California. He is the author of 16
computer programs related to molecular chemistry, pharmacokinetics, cellular
growth, and data reduction in pharmacology and related areas, including the
Cyber Patient, drug shelf life, and receptor structure simulation programs the
Company acquired.
Dr. Gregory Moore joined the Company in October 1997 as the
Company's Director of Engineering and Physical Science. Dr. Moore holds a Ph.D.
from the University of California, Santa Barbara, in Mechanical Engineering.
Previously, Dr. Moore was employed at the MacNeal-Schwendler Corporation,
specializing in the development and marketing of large-scale structural
optimization software tools. His expertise focuses on the development and
application of computer-based numerical simulation and optimization techniques.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT:
Section 16(a) of the Securities Exchange Act of 1934 as amended (the
"Exchange Act") requires the Company's officers and directors, and persons who
own more than ten percent of its Common Stock to file reports of ownership and
changes of ownership with the Securities and Exchange Commission and NASDAQ.
Such persons are also required to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on the Company's review of the copies of those forms
received by the Company, or written representations from such persons that no
Forms 5 were required to be filed, it appears that all reports due were timely
filed except that an executive officer of the Company failed to file on Form 5
in connection with acquiring 1,000 shares of the Company's common stock when
the Company completed its initial public offering.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of December 29, 1997 by (i) each
person who is known to own beneficially more than 5% of the outstanding shares
of the Company's Common Stock, (ii) each of the Company's directors and
executive officers, and (iii) all directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP OF CLASS
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<S> <C> <C>
Walter S. and Virginia E. Woltosz......... 2,200,000 65.67%
Momoko Beran.............................. 0 0
Ronald F. Creely.......................... 1,000 *
Philip R. Lawrence........................ 0 0
Dr. David Z. D'Argenio.................... 0 0
Dr. Richard Weiss......................... 1,000 *
All current directors and officers as a
group (7 persons)(2).................... 2,202,000 65.73%
</TABLE>
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* Less than 1%.
(1) Such persons have sole voting and investment power with respect to all
shares of Common Stock shown as being beneficially owned by them, subject to
community property laws, where applicable, and the information contained in
the footnotes to this table.
(2) The address of each director and executive officer named is c/o the
Company, 40015 Sierra Highway, Building B-110, Palmdale, California 93550.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has employment and other compensation agreements with certain
executive officers. See "Executive Compensation."
In August 1996, the Company issued 2,200,000 shares of its Common Stock to
Walter S. Woltosz and Virginia E. Woltosz in exchange for 2,000 shares of
Words+, Inc. Pursuant to the Share Exchange Transaction, Words+, Inc. became a
wholly-owned subsidiary of the Company.
The Company has available a $100,000 revolving line of credit from a bank.
The revolving line of credit is not secured by any of the assets of the Company
but is personally guaranteed by Mr. Walter S. Woltosz, the Company's Chief
Executive Officer, President and Chairman of the Board of Directors. All amounts
due and owing on the line of credit were repaid in January 1997, with a portion
of the proceeds that the Company received from a private placement of its
securities. In April and May 1997, the Company drew down $100,000 of the line of
credit and repaid such amount in June 1997. See "Management's Discussion and
Analysis or Plan of Operation."
During the Fiscal year ended August 31, 1995, the Company, from time to
time, borrowed money from Mr. Woltosz to purchase equipment and supplies used by
the Company. At August 31, 1995, $34,148 was owed to Mr. Woltosz by the Company.
Such amounts were due at the discretion of Mr. Woltosz and bore interest at the
rate of 6% per annum. All such amounts were repaid by the Company to Mr. Woltosz
in June 1996.
Out of the proceeds of a private placement, the Company loaned an aggregate
of $40,000 to Mr. Woltosz. Such amount bore interest at the rate of 10% per
annum and was to be repaid at the demand of the Company and was repaid in June
1997. Out of the proceeds of the Company's initial public offering, the Company
paid Mr. Woltosz $150,000 in satisfaction of accrued but unpaid compensation.
In April 1993, the Woltosz' and the Company entered into a lease pursuant
to which the Woltosz' leased to the Company, for use by one of the Company's
salespersons, a 1991 Ford Taurus Sedan. Pursuant to the terms of the lease, the
Company agreed to pay the Woltosz' $300 per month. This car was replaced in
February 1997 with a 1997 Pontiac Grand Am and the Company has agreed to
continue to pay the Woltosz' $300 per month.
All transactions between the Company and its shareholders, officers or
directors or their affiliates will continue to be on terms no less favorable to
the Company than could be obtained from an unaffiliated third party and will be
approved by a majority of the disinterested directors of the Company. In the
future, no loans or advances will be made to any officer, director or five
percent (5%) or greater shareholder of the Company or any affiliate of any of
the foregoing except for bona fide business purposes.
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