SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
FORM 10-KSB/A
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[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2000 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
(State or other jurisdiction of Incorporation or Organization)
95-4595609
(I.R.S. Employer identification No.)
1220 W. AVENUE J
LANCASTER, CA 93534
(Address of principal executive offices including zip code)
(661) 723-7723
(Registrant's telephone number, including area code)
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 $0.001 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, 2000 were
approximately $3,630,000.
As of December 12, 2000, the aggregate market value of the voting stock
held by non-affiliates of the issuer was approximately $2,174,000 based upon the
average closing bid and asked price of such stock on such date.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant's Annual Report on Form 10-KSB for the year ended August
31, 2000, including all financial statements, exhibits and schedules filed
therewith, are incorporated by reference in this Report.
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company and their ages and
positions held with the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY SINCE
---- --- ------------------------- -----
<S> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS:
Walter S. Woltosz 55 Chairman of the Board, Chief Executive Officer and 1996
President of the Company and Words+
Virginia E. Woltosz 49 Senior Vice President, Secretary and Director of the 1996
Company and Words+
Dr. David Z. D'Argenio 50 Director and Consultant to the Company 1997
Dr. Richard R. Weiss 66 Director 1997
Ronald F. Creeley 49 Vice President, Marketing and Sales of the Company 1997
and Words+
Momoko A. Beran 48 Chief Financial Officer of the Company and Words+ 1996
</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 Senior 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.
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.
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<PAGE>
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.
Momoko A. Beran joined Words+ in June 1993 as Director of Accounting
and was named the Company's Chief Financial Officer in July 1996. In February
1999, Mrs. Beran assumed the additional temporary duties of Vice President of
Operations for Words+, Inc. The Board of Directors approved this position on a
permanent basis at its meeting on November 18, 1999.
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 requires 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, the Company believes that all Section 16 (a)
filing requirements for the fiscal year ended August 31, 2000 were met, except
that the Company's directors Richard R. Weiss, and David Z. D'Argenio
inadvertently failed to file a Form 4 on a timely basis with respect to the
grant of options to purchase shares of Common Stock representing one transaction
(See Table below - A and B); and Dr. D'Argenio inadvertently failed to file a
Form 4 on a timely basis with respect to a purchase of common stock (See Table
below - C and D).
<TABLE>
<CAPTION>
TABLE - NON TIMELY FILING LIST
-------- ------------------------ ------------------------ ---------------------------------------- ------------------
NAME TRANSACTION DATE NATURE OF TRANSACTION DATE FILED
-------- ------------------------ ------------------------ ---------------------------------------- ------------------
<S> <C> <C> <C> <C>
A Richard R. Weiss 08/31/00 Stock Option - 500 shares 12/01/00
-------- ------------------------ ------------------------ ---------------------------------------- ------------------
B David Z. D'Argenio 08/31/00 Stock Option - 500 shares 12/10/00
-------- ------------------------ ------------------------ ---------------------------------------- ------------------
C David Z. D'Argenio 08/07/00 Purchase of 500 shares 01/10/01
-------- ------------------------ ------------------------ ---------------------------------------- ------------------
D David Z. D'Argenio 08/09/00 Purchase of 500 shares 01/10/01
-------- ------------------------ ------------------------ ---------------------------------------- ------------------
</TABLE>
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<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain information concerning
compensation paid or accrued for the fiscal year ended August 2000, 1999 and
1998 by the Company to or for the benefit of the Company's President and Vice
President of Marketing and Sales. No other executive officers of the Company
received total annual compensation for the fiscal year ended August 31, 2000,
1999 and 1998 that exceeded $100,000. As permitted under the rules of the
Securities and Exchange Commission, no amounts are shown in the table below with
respect to any perquisites paid to named officer because the aggregate amount of
such perquisites (e.g., auto allowance) did not exceed the lesser of (i) $50,000
or (ii) 10% of the total annual salary and bonus of the named officers.
<TABLE>
<CAPTION>
401(k) MATCH
NAME AND FISCAL PAID ACCRUED COMPANY
PRINCIPAL POSITION YEAR SALARY SALARY BONUS PAID
------------------ ---- ------ ------ ----- ----
<S> <C> <C> <C> <C> <C>
Walter S. Woltosz 2000 $101,666.74* $ 48,333.26 -0- $2,866.76
President and Chief 1999 $ 34,000.00 $116,000.00 -0- -0-
Executive Officer 1998 $143,750.00 $ 6,250.00 -0- -0-
Ronald F. Creeley 2000 $101,000.00* -0- $1,364.78 $1,380.00
Vice President of
Marketing and Sales
</TABLE>
*Includes deferred salary paid from the prior fiscal years.
EMPLOYMENT AND OTHER COMPENSATION AGREEMENTS
The Company has an employment agreement with Walter Woltosz commencing
September 1, 1999 that extends until August 31, 2002. The agreement provides for
an annual salary of $150,000. Pursuant to such agreement, Mr. Woltosz is
entitled to such health insurance and other benefits that are not inconsistent
with that which the Company customarily provides to its other management
employees and to reimbursement of customary, ordinary and necessary business
expenses incurred in connection with the rendering of services to the Company.
The agreement also provides that the Company may terminate the agreement upon 30
days written notice if termination is without cause and that the Company's only
obligation to Mr. Woltosz would be for a payment equal to the greater of (i) 12
months of salary or (ii) the remainder of the term of the employment agreement
from the date of notice of termination. Further, the agreement provides that the
Company may terminate the agreement for cause (as defined) and that the
Company's only obligation to Mr. Woltosz would be limited to the payment of Mr.
Woltosz' salary and benefits through and until the effective date of any such
termination.
Commencing with the Company's fiscal year ending 1997 and for each
fiscal year thereafter, Walter and Virginia Woltosz are entitled to receive
bonuses not to exceed $150,000 and $60,000, respectively, equal to 5% of the
Company's net annual income before taxes. In addition, if the closing price of
the Company's Common Stock averages in excess of $10 per share for a period of
20 consecutive trading days during any fiscal year, then the Company will grant
to each of Mr. and Mrs. Woltosz options under the 1996 Stock Option Plan,
exercisable for five years, to purchase 50 shares of Common Stock for each
$1,000 of net income before taxes that the Company earns with respect to such
fiscal year (up to a Maximum of 60,000 options each until August 31, 2002) at an
exercise price equal to the market value per share as of the date of grant.
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<PAGE>
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 January 10, 2001 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:
AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER (1)(2) BENEFICIAL OWNERSHIP OF CLASS
Walter S. and Virginia E. Woltosz 2,141,000 64.23%
Momoko Beran (3) 31,900 *
Ronald F. Creeley (4) 31,400 *
Dr. David Z. D'Argenio (5) 2,153 *
Dr. Richard R. Weiss (6) 2,153 *
---------- -------
2,203,200 65.08%
========== =======
* 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, 1220 W. Avenue J, Lancaster, California 93534.
(3) Represent 31,600 shares of Common Stock underlying an option
exercisable within the next 60 days. Does not include stock options for
133,300 shares, which are not exercisable within the next 60 days.
(4) Represents 1,000 shares plus 30,400 shares of Common Stock underlying
an option exercisable within the next 60 days. Does not include a stock
option for 134,600 shares, which are not exercisable within the next 60
days.
(5) Represents 1,000 shares plus 1,153 shares of Common Stock underlying an
option exercisable within the next 60 days. Does not include a stock
option for 950 shares, which are not exercisable within the next 60
days.
(6) Represents 1,000 shares plus 1,153 shares of Common Stock underlying an
option exercisable within the next 60 days. Does not include a stock
option for 950 shares, which are not exercisable within the next 60
days.
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<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of August 31, 2000, included in accrued compensation due to officers
was $191,416, which represents accrued salary of $170,583 due to the Company's
President and $20,833 due to the Company's Senior Vice President. The amount due
does not accrue interest and is included in the "accrued payroll and other
expenses" account.
In connection with the Company's stock offering, the Company agreed to
grant to its President 300,000 warrants to purchase up to 300,000 shares of the
Company's common stock. The number of warrants to be granted was based on net
income for the year ended August 31, 1999, but cannot exceed 300,000 warrants.
Since the Company did not meet the net income requirement, the warrants were not
granted.
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<PAGE>
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Simulations Plus, Inc.
Date: January 10, 2001 By: /s/ Momoko Beran
----------------------------
Momoko Beran
Chief Financial Officer
In accordance with the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Walter S. Woltosz Chairman of the Board of Directors Jan. 10, 2001
------------------------ and Chief Executive Officer
Walter S. Woltosz
/s/ Virginia E. Woltosz Vice President, Secretary and Director Jan. 10, 2001
------------------------
Virginia Woltosz
/s/ Dr. David Z. D'Argenio Director Jan. 10, 2001
------------------------
Dr. David Z. D'Argenio
/s/ Dr. Richard Weiss Director Jan. 10, 2001
------------------------
Dr. Richard Weiss
/s/ Momoko A. Beran Chief Financial Officer Jan. 10, 2001
------------------------
Momoko A. Beran
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