<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
-----------------------
(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, 1998
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)
-----------------------
CALIFORNIA 95-4595609
--------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1220 WEST AVENUE J
LANCASTER, CALIFORNIA 93534
------------------------------ -------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (805) 723-7723
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
-----------------------
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 ended August 31, 1998 were
approximately $2,645,000.
As of December 15, 1998, the aggregate market value of the voting stock
held by non-affiliates of the issuer was approximately $1,725,000 based upon the
average closing bid and asked price of such stock on such date.
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE> 2
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, 1998, as set
forth in the pages attached hereto:
PART III
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, 1998 By: /s/ WALTER S. WOLTOSZ
------------------------------------
Walter S. Woltosz, President and
Chief Executive Officer
<PAGE> 3
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 22, 1998 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
-------------------- -------------------- ----------
<S> <C> <C>
Walter S. and Virginia E. Woltosz 2,203,000 65.76%
Momoko Beran 0 0
Ronald F. Creely 1,000 *
Dr. David Z. D'Argenio 0 0
Dr. Richard Weiss 1,000 *
All current directors and officers as a
group (6 persons) (2) 2,205,000 65.82%
</TABLE>
- ----------
* Less than 1%
(1) Such persons have sole voting and investment power with respect t o 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, 1220 West Avenue J Lancaster, California 93534.
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. At
August 31, 1998, the outstanding balance under the revolving line of credit was
approximately $97,000, and at August 31, 1997, the outstanding balance under the
revolving line of credit was $0. See "Management's Discussion and Analysis or
Plan of Operation."
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,
which was completed in June 1997, the Company paid Mr. Woltosz $150,000 in
satisfaction of accrued but unpaid compensation.
In April 1993, the Woltoszes and the Company entered into a lease
pursuant to which the Woltoszes 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 Woltoszes $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 Woltoszes $300 per month. Such vehicle is being
used by one of the Company's salespersons.
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 form 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.
