SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
DEF 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment
No. ___)
Filed by
the Registrant x
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
|
o Preliminary
Proxy Statement
|
o Confidential,
For Use of the Commission
Only (as permitted by
Rule 14a-6(e)(2))
|
|
x Definitive
Proxy Statement
|
|
|
o Definitive
Additional Materials
|
|
|
o Soliciting
Material Pursuant to Rule 14a-11(c) or Rule
14a-12
|
|
Simulations
Plus, Inc.
(Name of
Registrant as Specified In Its Charter)
________________________________________
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| x | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1) Title of each
class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
3) Per unit
price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
4) Proposed
maximum aggregate value of transaction:
5) Total fee
paid:
¨ Fee paid previously with
preliminary materials:
o Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the date of
its filing.
1) Amount
previously paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
Notice
of Annual Meeting of Shareholders
To
be held February 19, 2010
The
Annual Meeting of Shareholders of Simulations Plus, Inc. (the "Company"), will
be held
on February 19, 2010, at 2:00 p.m., Pacific Time, at 42505 10th Street
West, Lancaster,
California, for the following purposes:
1. To elect
to the Board of Directors five (5) directors, to serve until the next
Annual Meeting
of Shareholders of the Company or until their successors are elected and
qualified,
subject to prior death, resignation or removal.
2. To ratify
the appointment of Rose, Snyder and Jacobs as independent auditors for the
Company for the fiscal year ending August 31, 2010.
3. To
transact such other business as may properly come before the Meeting or
any adjournments
or postponements thereof.
All
shareholders are cordially invited to attend the meeting, although only
shareholders of record
at the close of business on December 15, 2009, will be entitled to notice
of and to
vote at the meeting. A list of shareholders entitled to vote at the Annual
Meeting will be
open to inspection by the shareholders at the Company's principal office,
42505 10th
Street West, Lancaster, California, for a period of 10 days prior to the
Annual Meeting
and at the Annual Meeting itself.
Shares
can be voted at the meeting only if the holder is present in person or
represented by proxy.
We urge you to date and sign the enclosed proxy and return it in the
accompanying envelope
promptly so that your shares may be voted in accordance with your wishes
and the presence of a quorum may be assured. We encourage you to do so
even if you
plan to attend the meeting in person. The prompt return of your signed
proxy, regardless
of the number of shares you hold, will aid the Company in reducing
the expense
of additional proxy solicitation. The giving of such proxy does not affect
your right to
vote in person in the event you attend the meeting.
|
By
Order of the Board of Directors
/s/
Virginia Woltosz
Virginia
Woltosz
Secretary
Lancaster,
California
January
18, 2010
|
2
YOUR
PROXY
PLEASE
SIGN AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED POSTPAID ENVELOPE.
SHOULD YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN THOUGH
YOU HAVE GIVEN A PROXY. THE PROMPT RETURN OF YOUR PROXY WILL BE OF
GREAT HELP IN PREPARATION FOR THE MEETING.
SIMULATIONS
PLUS, INC.
42505
10th STREET WEST,
LANCASTER,
CALIFORNIA 93534-7059
(661)
723-7723
3
PROXY
STATEMENT
The
enclosed proxy is furnished to the shareholders of Simulations Plus, Inc.,
a California
corporation (the "Company"), in connection with the Annual Meeting
of Shareholders
(the "Meeting") to be held at the Company's Offices located at 42505
10th Street
West, Lancaster, California 93534-7059, on February 19, 2010, at 2:00 p.m.
local time.
A list of
shareholders entitled to vote at the Annual Meeting will be open to
inspection by the
shareholders at the Company's principal office, 42505 10th Street West,
Lancaster, California,
for a period of 10 days prior to the Annual Meeting and at the
Annual Meeting
itself.
Requests
should be addressed to the Company, Simulations Plus, Inc., to the attention
of Ms. Renee
Bouche, Investor Relations, 42505 10th Street West, Lancaster,
California 93534-7059,
(661) 723-7723.
INCORPORATION
BY REFERENCE
Simulations
Plus, Inc., a California corporation (the "Company") is currently subject
to the
reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange
Act") and, in accordance therewith, files reports, proxy and Proxy
Statements and other
information with the Securities and Exchange Commission (the "Commission").
To obtain paper copies of such reports, proxy and Proxy Statements
and other
information, use any of the following three methods to contact the Office
of Investor
Education and Advocacy. 1) Submit a written request to: U.S. Securities
and Exchange
Commission, Office of FOIA/PA, 100 F Street N.E., Washington, DC 20549-
27360213.
2) Send a fax to: 202-772-9337. 3) Send an e-mail to: PublicInfo@sec.gov. Your
written request should indicate a willingness to pay the reproduction cost of
$.24 per page
plus possible search fees. If you need certified copies your request should
be submitted
to certified@sec.gov. You may
also call 202-551-8300 for further assistance. The
Company intends to furnish its shareholders with annual reports
containing audited
financial statements and such other periodic reports as the Company
may determine
to be appropriate or as may be required by law.
A copy of
the Company's 2009 Annual Report on Form 10-K including financial
statements for
the years ended August 31, 2009 and 2008, is being mailed to all
shareholders herewith.
Except for any portion of the Form 10-K which is specifically incorporated
by reference
into this Proxy Statement, the Form 10-K is not to be regarded as proxy
solicitation material
or as a communication by means of which any solicitation is being
made. THE
COMPANY WILL PROVIDE ANY SHAREHOLDER WITH A COPY OF ANY EXHIBIT TO THE
FORM 10-K/A PURSUANT TO THE REQUEST PROCEDURE DESCRIBED IN THE FORM
10-K.
4
INFORMATION
CONCERNING SOLICITATION AND VOTING
The
following information is provided to shareholders to explain the use of
this Proxy
Statement for this Meeting:
RECORD
DATE
Only
shareholders of record at the close of business on December 15, 2009 are
entitled to vote
at the Meeting. The Company's Common Stock is its only class of voting
securities. As of
December 15, 2009, the Company had issued and outstanding 15,681,460 shares of
Common Stock of record.
REVOCABILITY
OF PROXIES
A
PROXY FOR USE AT THE MEETING IS ENCLOSED. ANY STOCKHOLDER WHO EXECUTES AND
DELIVERS A PROXY HAS THE RIGHT TO REVOKE IT AT ANY TIME BEFORE ITS
EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING
IT OR A DULY EXECUTED PROXY BEARING A LATER DATE. IN ADDITION, A STOCKHOLDER
MAY REVOKE A PROXY PREVIOUSLY EXECUTED BY ATTENDING THE MEETING
AND ELECTING TO VOTE IN PERSON.
VOTING
AND SOLICITATION
Proxies
are being solicited by the Board of Directors of the Company. The cost of
this solicitation
will be borne by the Company. Solicitation will be primarily by mail, but
may also be
made by telephone, fax transmission or personal contact by certain officers
and directors
of the Company, who will not receive any compensation therefore. Shares
of Common
Stock represented by properly executed proxies will, unless such proxies
have been
previously revoked, be voted in accordance with the instructions indicated
thereon. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS TO THE
CONTRARY, PROPERLY EXECUTED
PROXIES WILL BE VOTED FOR EACH OF THE PROPOSALS DESCRIBED ABOVE. No business other than that set forth in
the accompanying Notice of Annual Meeting
of Shareholders is expected to come before the Meeting. Should any other
matter
requiring a vote of shareholders properly arise, the persons named in the
enclosed form of
proxy will vote such proxy in accordance with the recommendation of the
Board of
Directors.
Each
share of Common Stock is entitled to one vote for each share held as
of record,
and there are no preemptive rights. The law of the state of
California and the
Company's current Certificate of Incorporation (the "Certificate of Incorporation")
and Bylaws do provide for cumulative voting for the election of directors
or any other purpose.
The
effect of cumulative voting is that the holders of a majority of the
noutstanding
shares of Common Stock may not be able to elect all of the Company's directors.
No shareholder will be entitled to cumulate votes for a candidate, however,
unless that candidate's name has been placed in nomination prior to
the voting
and the shareholder, or any other shareholder, has given notice at
the meeting,
prior to the voting, of an intention to cumulate votes. A favorable
vote
consists of a simple majority of the shares entitled to vote at the meeting.
The Company believes that as of December 15, 2009, the approximate number of
shareholders of record of its common stock was 58 and that there were
approximately 1424 beneficial owners. This includes shares held in
nominee or
"street" accounts.
5
Only
shareholders of record at the close of business on December 15, 2009,
will be
entitled to vote at the meeting. On December 15, 2009, there were 15,681,460
shares of
the Common Stock issued and outstanding. Shareholders are entitled
to one vote
per share on all matters being submitted to shareholders at the
meeting,
other than with respect to the election of directors, for which cumulative
voting is currently required under certain circumstances by applicable
provisions of California Law. Under cumulative voting, each
shareholder
may give any one candidate whose name is placed in nomination prior to the
commencement of voting a number of votes equal to the number of
directors to be
elected, multiplied by the number of votes to which the shareholder's
shares
are normally entitled, or distribute such number of votes among as
many candidates
as the shareholder sees fit.
The Board
of Directors knows of only two shareholders who owned more than five percent
of the outstanding voting securities of the Company as of the record date:
Walter S.
Woltosz and Virginia E. Woltosz. See "Beneficial Ownership of Common
Stock."
QUORUM;
ABSTENTIONS; BROKER NON-VOTES
Shares
representing 50% of the voting power of the 15,681,460 shares of
Common Stock
outstanding on the Record Date, which have voting rights, must be represented
at the
Meeting to constitute a quorum for conducting business. In the absence of a
quorum,
the shareholders present in person or by proxy, by majority vote and
without further
notice, may adjourn the meeting from time to time until a quorum is attained.
At any
reconvened meeting following such adjournment at which a quorum shall
be present,
any business may be transacted which might have been transacted at
the Meeting
as originally notified.
The
required quorum for the transaction of business at the Meeting is a majority of
the votes
eligible to be cast by holders of shares of Common Stock issued and
outstanding on the
Record Date. Shares that are voted "FOR" or "AGAINST" a matter are treated
as being
present at the Meeting for purposes of establishing a quorum and are also
treated as shares
entitled to vote at the Meeting (the "Votes Cast") with respect to such
matter.
The
Company will count abstentions for purposes of determining both: (i) the
presence or
absence of a quorum for the transaction of business, and (ii) the total number
of Votes
Cast with respect to a proposal (other than the election of directors).
Accordingly, abstentions
will have the same effect as a vote against the
proposal.
Further,
the Company intends to count broker non-votes for the purpose of
determining the
presence or absence of a quorum for the transaction of business, although
broker non-votes
will not be counted for purposes of determining the number of
Votes Cast with respect to the particular proposal on which the
broker has
expressly not voted. Thus, a broker non-vote will not affect the outcome
of the
voting on a proposal.
6
DEADLINE
FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals
of shareholders of the Company that are intended to be presented by
such shareholders
at the Company's next Annual Meeting of Shareholders for the fiscal
year ending
August 31, 2010, must be received by the Company no later than August
20, 2010, in
order to be considered for inclusion in the proxy statement and form of
proxy relating
to that meeting.
COMPANY
STOCK PRICE PERFORMANCE
The stock
price performance graph below is required by the SEC and shall not
be deemed to
be incorporated by reference by any general statement incorporating
by reference
this Proxy Statement into any filing under the Securities Act of 1933, as
amended, or
under the Securities Exchange Act of 1934, as amended, except to the extent
that the
Company specifically incorporates this information by reference, and shall not
otherwise be
deemed soliciting material or filed under such Acts.
The graph
below compares the cumulative total shareholder return on the Common Stock of
the Company from the last day of the first month of trading of the
Company's Common
Stock from August 31, 2000 to August 31, 2009 with the cumulative
total return on
the Russell 2000 Index, and the S&P 600 Small Cap Index (assuming
the investment
of $100 in the Company's Common Stock and in each of the indices on August
31, 2000, and reinvestment of all dividends).
The
graph above was plotted using the following data:
7
Stock
Performance: 8/31/08
|
Russell
2000
|
S&P
600
|
Simulations
Plus, Inc.
|
||||
|
8/31/2000
|
537.89
|
135.704
|
223.49
|
138.341
|
0.62
|
100
|
|
8/31/2001
|
468.56
|
118.213
|
223.04
|
138.063
|
0.3
|
48.39
|
|
8/31/2002
|
391.57
|
98.789
|
200.255
|
123.959
|
0.38
|
61.29
|
|
8/31/2003
|
508.87
|
128.383
|
243.425
|
150.681
|
0.64
|
103.23
|
|
8/31/2004
|
547.93
|
138.237
|
277.222
|
171.601
|
0.82
|
132.26
|
|
8/31/2005
|
661.51
|
166.892
|
347.42
|
215.054
|
0.85
|
137.10
|
|
8/31/2006
|
720.53
|
181.8
|
368.82
|
228.3
|
1.1
|
177.42
|
|
8/31/2007
|
786.53
|
198.43
|
417.61
|
258.50
|
6.68
|
1077.4
|
|
8/31/2008
|
739.50
|
186.568
|
387.35
|
240.00
|
1.81
|
291.94
|
|
8/31/2009
|
572.07
|
144
|
302.22
|
187
|
1.81
|
292
|
INFORMATION
RELATING TO VARIOUS PROPOSALS
PROPOSAL
1: ELECTION OF DIRECTORS
The Board
of Directors acts as a whole in determining the persons to be nominated
as members
of the Board of Directors. The Board of Directors identifies, screens
and reviews
potential directors for nominees for election to the Board at the Annual
Meeting and
candidates to fill any vacancies on the Board. When considering a potential
candidate for
membership on the Company's Board, the Board of Directors considers
relevant business
and industry experience and demonstrated character and judgment. The
Board of
Directors has not received any recommended nominations from any of the
Company's shareholders
in connection with this Annual Meeting.
INFORMATION
REGARDING NOMINEES
The Board
of Directors has nominated the persons named below for election as directors
of the Company to serve until the next Annual Meeting of Shareholders
and until
their successors are duly elected and qualified.
In order
to be elected as a director, a nominee will have to receive a majority of
the votes
cast for that nominee, assuming a quorum (which consists of a majority of
the shares
entitled to vote at the meeting) is present at the meeting. See "Voting,"
above.
At the
time of the Annual Meeting, the Board of Directors will consist of five
incumbent members
who are seeking to be elected at the meeting to hold office until the
next meeting
of shareholders and until their successors are elected and qualified.
The Company's
Bylaws presently provide for a Board of no less than three and no more
than five
directors, with the number of directors currently fixed at
five.
Walter S.
Woltosz, Virginia E. Woltosz, Dr. David Z. D'Argenio, Dr. Richard R. Weiss,
and H. Wayne
Rosenberger, all of whom are incumbent directors, have been nominated
by the Board
of Directors for election as directors of the Company. All of the
nominees have
informed the Company that they are willing to serve, if elected, and management
has no
reason to believe that any of the nominees will be unavailable. In the event
a nominee
for director should become unavailable for election, the persons named in
the proxy
will vote for the election of any other person who may be recommended
and nominated
by the Board for the office of director. Information regarding director
nominees and
directors is set forth below:
8
DIRECTORS
AND DIRECTOR NOMINEES
|
NAME
|
AGE
|
POSITION
WITH THE COMPANY
|
DIRECTOR
SINCE
|
|||
|
|
||||||
|
Walter
S. Woltosz
|
64
|
Chairman
of the Board, Chief Executive Officer
and President of the Company.
|
1996
|
|||
|
Virginia
E. Woltosz
|
58
|
Secretary
and Director of the Company
|
1996
|
|||
|
Dr.
David Z. D'Argenio
|
60
|
Director
|
1997
|
|||
|
Dr.
Richard R. Weiss
|
76
|
Director
|
1997
|
|||
|
Wayne
Rosenberger
|
69
|
Director
|
2007
|
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
served as its
Chief Executive Officer and President from its incorporation in 1981 until
the appointment
of Jeffrey Dahlen as President of Words+ in 2004.
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 until January 31,
2003. Mrs.
Woltosz is also a co-founder of Words+ and served as its Vice President,
Secretary and
Treasurer from its incorporation in 1981 until January 31, 2003. Mrs. Woltosz
retired from the
position of Senior Vice President as of January 31, 2003, but remains
as Secretary
and Treasurer of Simulations Plus. Virginia E. Woltosz is the wife of Walter
S. Woltosz.
DR.
DAVID Z. D'ARGENIO has
served as a Director of the Company since June 1997. He is
currently Professor 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 has
served as a Director of the Company since June 1997. From
October 1994 to the present, Dr. Weiss has acted as a consultant to a number
of aerospace
companies 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.
H.
WAYNE ROSENBERGER Began
serving as a Director of the Company in November 2007. Mr.
Rosenberger has been a career banker, holding various senior and
executive positions
in banking since 1963. From August 1997 to present, Mr. Rosenberger
has been
Senior Regional Vice President of American Security
Bank.
9
VOTE
REQUIRED.
Approval
of Proposal 1 requires the affirmative vote of a majority of the shares
of Common
Stock present and voting at a meeting if a quorum is
present.
Recommendation
of the Board of Directors
The Board
of Directors recommends a vote FOR approval of Proposal 1.
BUSINESS
EXPERIENCE OF EXECUTIVE OFFICERS WHO ARE NOT ALSO DIRECTORS:
|
NAME
|
AGE
|
POSITION
WITH THE COMPANY
|
OFFICER
SINCE
|
|||
|
Momoko
A. Beran
|
57
|
Chief
Financial Officer of the Company
and Words+, Inc.
|
1996
|
|||
|
Jeffrey
A. Dahlen
|
48
|
President
of Words+, Inc.
|
2003
|
MOMOKO A.
BERAN joined Words+ in June 1993 as Director of Accounting and was named the
Company's Chief Financial Officer in July 1996. Prior to joining Words+,
Ms. Beran
had been Financial Controller for AB Component Systems Inc., which had its
headquarters
in the U.K. Since February 1, 2003, Ms. Beran has also been the
Company's Director
of Human Resources and Director of Facilities and
Equipment.
JEFFREY
A. DAHLEN rejoined the Company in April 2003 as Vice President of
Research and
Development for Words+ after five years with iAT, a software consulting firm
he founded
based in Pasadena, California. Mr. Dahlen was promoted to President
of Words+,
Inc. in April 2004. He is a graduate of Stanford University in
Electrical Engineering
and has 20 years' experience in both software and hardware design,
which includes
development of extremely high speed processing hardware with the Jet Propulsion
Laboratory at the California Institute of Technology, and over 10 years of
software and
hardware design and development at Words+.
EXECUTIVE
COMPENSATION
The goal
of our named executive officer compensation program is the same as our
goal for
operating the company - to create long-term value for our shareholders. Toward
this goal, we
have designed and implemented our compensation programs for our
named executives
to reward them for sustained financial and operating performance and
leadership
excellence, to align their interests with those of our shareholders and to
encourage them to
remain with the company for long and productive careers. Most of our
compensation elements
simultaneously fulfill one or more of our performance, alignment and retention
objectives. These elements consist of salary and annual bonus, equity
incentive compensation,
and 401(k) matching retirement benefits. In deciding on the type and amount of
compensation for each executive, we focus on both current pay and
the opportunity
for future compensation. We combine the compensation elements for
each executive
in a manner we believe optimizes the executive's contribution to the
company.
10
DETERMINING
COMPENSATION. We rely on our judgment in making compensation decisions,
after reviewing the performance of the company and carefully evaluating
an executive's
performance during the year against established goals, leadership
qualities, operational
performance, business responsibilities, career with the company,
current compensation
arrangements and long-term potential to enhance shareholder
value.
The
following table sets forth certain information concerning compensation paid
or accrued
for the fiscal year ended August 2009, 2008 and 2007 by the Company to or
for the
benefit of the Company's CEO/President, Chief Financial Officer, Vice President,
Sales and
Marketing, and President of our Words+, Inc. - subsidiary (the "named
executive officers").
For the fiscal year ended August 2009, no other executive officers of
the Company
received total annual compensation for the fiscal year ended August 31,
2009, 2008 and
2007 that exceeded $100,000.
SUMMARY
COMPENSATION TABLE
|
Name
and Principal
Position
|
Fiscal
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-equity
incentive
compensation
|
Changes
in
pension value
and nonqualified
deferred
compensation
on
earnings
|
All
other
compensation
|
Total
|
|||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||||||||
|
Walter
Woltosz
|
2009
|
250,000 | 0 | 0 | - | 0 | 0 | 0 | 250,000 | |||||||||||||||||||||||||
|
Chief
Executive
|
2008
|
250,000 | 0 | 0 | - | 0 | 0 | 0 | 250,000 | |||||||||||||||||||||||||
|
Officer
|
2007
|
172,000 | 146,000 | 0 | 0 | 0 | 2,293 | 320,582 | ||||||||||||||||||||||||||
|
Momoko
Beran
|
2009
|
135,000 | 15,147 | 0 | 6,199 | 0 | 0 | 5,400 | 161,746 | |||||||||||||||||||||||||
|
Chief
Financial
|
2008
|
125,000 | 14,308 | 0 | 22,727 | 0 | 0 | 5,000 | 162,035 | |||||||||||||||||||||||||
|
Officer
|
2007
|
120,000 | 6,640 | 0 | - | 0 | 0 | 4.800 | 131,400 | |||||||||||||||||||||||||
|
Ronald
Creeley
|
2009
|
121,995 | 3,434 | 0 | 2,381 | 0 | 0 | 4,880 | 132,690 | |||||||||||||||||||||||||
|
Vice
President
|
2008
|
120,793 | 6,331 | 0 | 15,220 | 0 | 0 | 4,832 | 147,176 | |||||||||||||||||||||||||
|
Marketing
& Sales
|
2007
|
121,000 | 4,505 | 0 | 0 | 0 | 4,800 | 129,305 | ||||||||||||||||||||||||||
|
Jeffrey
A. Dahlen
|
2009
|
100,000 | 1,132 | 0 | 2,326 | 0 | 0 | 4,000 | 107,458 | |||||||||||||||||||||||||
|
President,
|
2008
|
100,000 | 1,700 | 0 | 15,229 | 0 | 0 | 4,000 | 120,920 | |||||||||||||||||||||||||
|
Words+,
Inc
|
2007
|
96,000 | 1,736 | 0 | 0 | 0 | 3,840 | 101,576 | ||||||||||||||||||||||||||
|
Subsidiary
|
||||||||||||||||||||||||||||||||||
(d)
Amount represents bonus earned during the applicable year.
(f)
Amount represents the stock-based compensation expense recorded by us in fiscal
2009 measured using the Black-Scholes option pricing model at the grant date
based on the fair value of the option award.
(i)
Amount represents Company matching for 401(k) Plan.
11
EMPLOYMENT
AND OTHER COMPENSATION AGREEMENTS
The Board
of Directors renewed its employment agreement with Walter Woltosz commencing
September 1, 2007 for two years. The agreement provided for an
annual salary of
$250,000. Pursuant to such agreement, Mr. Woltosz was entitled to such
health insurance
and other benefits that are not inconsistent with that which we
customarily provide
to our 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 we may terminate
the agreement
without cause upon 30 days written notice, and that our 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 we may terminate the agreement
for cause (as
defined) and that our 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.
As part
of the agreement with the original underwriter and as partial compensation
for the sale
of Words+ to Simulations Plus in 1996, commencing with our 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
our net
annual income before taxes. However, under the new agreement, effective as
of September
1, 2007, at his request, Walter Woltosz will receive no bonus. The bonus
to Virginia
Woltosz remains the same. The Company's net income before taxes for FY09
was $2,026,660,
thus we accrued a bonus in the total amount of $60,000 for Virginia
Woltosz. This
bonus was due and payable within 10 days after the filing of the annual report,
and was paid
on December 13, 2009.
The
Compensation Committee renewed its employment agreement with Walter
Woltosz commencing
September 1, 2009 for two years. The agreement provided for; 1) a
base salary of
$275,000 per year, 2) options to purchase 50 shares of Common Stock for
each $1,000 of
net income before taxes at the end of each fiscal year (up to a maximum
of 120,000
options – to be adjusted for stock split or reverse split) over the term of
agreement, and 3)
Bonus not to exceed 10% of salary, or $27,500 per year. The specific amount of
the bonus will be determined by the Compensation
Committee.
12
The
following table provides a summary of all outstanding equity awards
for named
officers at the end of fiscal year 2009.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END FOR FISCAL 2009
|
Name
|
Number
of
securities
underlying
unexercised
options
(#)
Exercisable
|
Number
of
securities
underlying
unexercised
options
(#)
Unexercisable
|
Number
of
securities
underlying
unexercised
options
unearned
options
(#)
|
Option
exercise
price
($)
|
Option
expiration
date
|
Number
of
shares
or
units
of
stock
that
have
not
vested
|
Market
value
of
shares or
units
of stock
that
have not
vested
|
Number
of
unearned
shares
units
or
other
rights
that
have
not
vested
|
Equity
incentive
plan
awards:
Market
or payout value
of
unearned
shares
units
or
other rights
that
have not
vested
|
|||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||
| Walter Woltosz | 30,000 | -0- | 1.2375 | 7/20/2011 | -0- | -0- | -0- | -0- | ||||||||||
| Virginia Woltosz | 30,000 | -0- | -0- | 1.2375 | 7/20/2011 | -0- | -0- | -0- | -0- | |||||||||
|
Momoko
Beran
|
160,000 | -0- | -0- | 0.5625 | 11/23/2009 | -0- | -0- | -0- | -0- | |||||||||
| 160,000 | -0- | -0- | 0.7500 | 4/17/2010 | -0- | -0- | -0- | -0- | ||||||||||
| 40,000 | -0- | -0- | 0.4075 | 8/09/2010 | -0- | -0- | -0- | -0- | ||||||||||
| 60,000 | -0- | -0- | 0.4075 | 12/01/2010 | -0- | -0- | -0- | -0- | ||||||||||
| 140,000 | -0- | -0- | 0.3500 | 5/03/2011 | -0- | -0- | -0- | -0- | ||||||||||
| 20,000 | -0- | -0- | 1.1050 | 6/22/2015 | -0- | -0- | -0- | -0- | ||||||||||
| 40,000 | -0- | -0- | 1.1250 | 7/20/2016 | -0- | -0- | -0- | -0- | ||||||||||
| 10,000 | -0- | -0- | 3.0200 | 1/21/2018 | 8,000 | -0- | -0- | -0- | ||||||||||
| 30,000 | -0- | -0- | 1.0000 | 4/07/2019 | 30,000 | -0- | -0- | -0- | ||||||||||
|
Ronald
Creeley
|
172,000 | -0- | -0- | 0.5625 | 11/23/2009 | -0- | -0- | -0- | -0- | |||||||||
| 160,000 | -0- | -0- | 0.7500 | 4/17/2010 | -0- | -0- | -0- | -0- | ||||||||||
| 40,000 | -0- | -0- | 0.4075 | 8/09/2010 | -0- | -0- | -0- | -0- | ||||||||||
| 60,000 | -0- | -0- | 0.4075 | 12/01/2010 | -0- | -0- | -0- | -0- | ||||||||||
| 140,000 | -0- | -0- | 0.3500 | 5/03/2011 | -0- | -0- | -0- | -0- | ||||||||||
| 20,000 | -0- | -0- | 1.1050 | 6/22/2015 | -0- | -0- | -0- | -0- | ||||||||||
| 40,000 | -0- | -0- | 1.1250 | 7/20/2016 | -0- | -0- | -0- | -0- | ||||||||||
| 5,000 | -0- | -0- | 3.0200 | 1/21/2018 | 4,000 | -0- | -0- | -0- | ||||||||||
| 2,000 | -0- | -0- | 1.0000 | 4/07/2019 | 2,000 | -0- | -0- | -0- | ||||||||||
|
Jeffrey
A. Dahlen
|
65,000 | -0- | -0- | 1.1500 | 4/16/2014 | -0- | -0- | -0- | -0- | |||||||||
| 5,000 | -0- | -0- | 3.0200 | 1/21/2018 | 4,000 | -0- | -0- | -0- | ||||||||||
| 1,000 | -0- | -0- | 1.0000 | 4/07/2018 | 1,000 | -0- | -0- | -0- |
13
The
following table provides a summary of grants made during fiscal year
2009.
GRANTS OF PLAN-BASED AWARDS DURING
FISCAL YEAR 2009
|
Estimated
future payouts under
Non-equity
incentive plan awards
|
Estimated
future payouts under
Equity
incentive plan awards
|
All
other stock awards.
Number
of
shares
of stock
|
All
other stock awards.
Number
of
shares
of stock
|
|||||||||||
|
Name
|
Grant Date
|
Threshold
$
|
Target
$
|
Maximum
$
|
Threshold
$
|
Target
$
|
Maximum
$
|
or units # | or units # | |||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i) | (j) | |||||
|
Walter
Woltosz
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a | n/a | |||||
|
Momoko
Beran
|
04/07/09
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a | 30,000 | |||||
|
Ronald
Creeley
|
04/07/09
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a | 2,000 | |||||
|
Jeffrey
A. Dahlen
|
04/07/09
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a | 2,000 | |||||
14
COMPENSATION
DISCUSSION AND ANALYSIS
The
purpose of the Company's compensation program is to attract and retain
talented and
dedicated professionals to manage and execute the Company's strategic plans
and tactical
operations. Although the Company's salaries have been and remain
significantly lower
than those of similar public companies, management and the board of
directors believe
that the award of options has fairly rewarded loyal, long-term employees
who have
contributed to the Company's growth and financial
success.
The CEO's
compensation is determined by the Compensation Committee as
described below
under Employment and Other Compensation Agreements. The salaries of
all other
officers are determined by the CEO and the Compensation Committee
together. Option
grants are determined by the CEO and CFO with the approval of the board
of directors.
The CEO's
bonus has been determined from the original underwriting agreement
and carried
forward in subsequent employment agreements through the end of fiscal
year
2007. Beginning on September 1, 2007 (fiscal year 2008) the CEO's
employment contract
was renewed without an annual bonus, at his request and with the agreement of
the Compensation Committee. Effective as of September 1, 2009, the CEO’s
employment contract was renewed by the Compensation Committee, and reported
in the
Company’s 10K as an exhibit.
Bonuses
for all other employees are determined through a calculation of two
factors, one for
longevity and one for performance, with the greater emphasis on
performance. Supervisors
provide an evaluation of each employee in five areas: attendance,
attitude, productivity,
skill level with respect to the position they occupy, and contribution to
the Company's
profitability. A scoring system is used and bonuses are awarded based on
this system
and the total budget for bonuses as determined by the CEO and CFO with
the approval
of the board of directors.
The
Company provides 401(k) matching up to 4% of employees' salaries or
wages, regardless
of their position within the Company.
There are
no perquisites or other benefits of any kind for any officer or any
other employee
or director of the Company.
15
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of
our Common
Stock as of December 12, 2009 by (i) each person who is known to own
beneficially more
than 5% of the outstanding shares of our Common Stock, (ii) each of
our directors
and executive officers, and (iii) all directors and executive officers of
the Company
as a group:
|
BENEFICIAL
OWNER (1)(2)
|
AMOUNT
AND NATURE OF
BENEFICIAL
OWNERSHIP
|
PERCENT
OF
CLASS
|
||
|
Walter
S. and Virginia E. Woltosz (3)
|
7,035,847
|
41.21%
|
||
|
Momoko
Beran (4)
|
866,752
|
5.08%
|
||
|
Ronald
F. Creeley (5)
|
694,595
|
4.07%
|
||
|
Jeffrey
A. Dahlen (6)
|
261,000
|
1.53%
|
||
|
Dr.
David Z. D'Argenio (7)
|
39,012
|
*
|
||
|
Dr.
Richard R. Weiss (8)
|
30,012
|
*
|
||
|
H.
Wayne Rosenberger (9)
|
2,100
|
*
|
||
|
All
directors and officers as a group
|
8,929,318
|
52.30%
|
* 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,
42505 Tenth Street West, Lancaster, California
93534-7059.
|
|
(3)
|
Own
an aggregate of 6,975,847 plus 60,000 shares of common stock underlying
an option exercisable within the next 60 days of the date of this
Annual Report.
|
|
(4)
|
Owns
274,752 shares of common stock acquired from the exercise of
options granted
under the 1996 and 2007 Stock Option plans, plus 592,000 shares of common
stock underlying an option exercisable within the next 60 days
of
the date of this Annual
Report.
|
|
(5)
|
Owns
61,595 shares of common stock, plus 633,000 shares of common
stock underlying
an option exercisable within the next 60 days of the date of this
Annual Report.
|
|
(6)
|
Owns
195,000 shares of common stock, plus 66,000 shares of common
stock underlying
an option exercisable within the next 60 days of the date of this
Annual Report.
|
16
|
(7)
|
Owns
19,412 shares of common stock, plus 19,600 shares of common stock underlying
an option exercisable within the next 60 days of the date of this
Annual Report.
|
|
(8)
|
Owns
10,412 shares of common stock, plus 19,600 shares of common stock underlying
an option exercisable within the next 60 days of the date of this
Annual Report.
|
|
(9)
|
Owns
2,100 shares of common stock underlying an option exercisable
within the
next 60 days of the date of this annual
report.
|
Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") requires
the Company's directors and executive officers and beneficial holders of
more than 10%
of the Company's Common Stock to file with the Commission initial reports
of
ownership and reports of changes in ownership of the Company's equity
securities.
OPTION
GRANTS/EXERCISES IN FY09 Option
Grants
The
following table discloses information about option grants to the Named
Executive Officers
during the year ended August 31, 2009, including hypothetical gains or
"option spreads"
for the options at the end of their respective ten-year terms, as calculated
in accordance
with the rules of the SEC. Each gain is based on an arbitrarily assumed
annualized rate of
compound appreciation of the market price at the date of the grant of
1% and 4%
from the date the option was granted to the end of the option term.
Actual gains, if
any, on option exercises are dependent on the future performance of our
common
stock, overall market conditions and continued
employment.
|
Name
|
Number
of
Securities
Underlying
Options
Granted
|
Percent
of Total
Options
Granted
to Employees
in
FY09
|
Exercise
Price
Per
Share
|
Expiration
Date
|
Potential
Realizable Value
at
Assumed
Annual
Rated
of
Stock
Price
Appreciation
for Option
|
||||||
|
1%
|
4%
|
||||||||||
|
Momoko
A. Beran
|
30,000
|
12.4%
|
$
1.00
|
4/07/2019
|
$3,139
|
$14,407 | |||||
|
Ronald
F. Creeley
|
2,000
|
0.8%
|
$
1.00
|
4/07/2019
|
$209
|
$960 | |||||
|
Jeffrey
A. Dahlen
|
1,000
|
0.4%
|
$
1.00
|
4/07/2019
|
$480
|
$480 | |||||
17
Aggregate
Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The
following table discloses certain information regarding the options held at
August
31, 2009 by the Chief Executive Officer and each other named executive
officer.
|
Name
|
Shares Acquired
on
Exercise
|
Value Realized
(2)
|
Number
of Options at
August
31, 2009
|
Value
of Options at
August
31, 2009 (1)
|
||||||||||||||||||||
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||||||||||||||
|
Walt
S. Woltosz
|
- | - | 30,000 | - |
$
|
16,875 | * |
$
|
- | |||||||||||||||
|
Virginia
E. Woltosz
|
- | - | 30,000 | - |
$
|
16,875 | * |
$
|
- | |||||||||||||||
|
Momoko
A. Beran
|
67,000 | $ | 63,900 | 592,000 | 38,000 | $ | 707,375 | $ | 24,000 | |||||||||||||||
|
Ronald
F. Creeley
|
88,000 | $ | 76,880 | 633,000 | 6,000 | $ | 764,000 | $ | 4,000 | |||||||||||||||
|
Dr.
David D’Argenio
|
6,412 | $ | 6,019 | 19,600 | 4,400 | $ | 17,195 | $ | 40 | |||||||||||||||
|
Dr.
Richard R. Weiss
|
6,412 | $ | 7,005 | 19,600 | 4,400 | $ | 17,195 | $ | 40 | |||||||||||||||
|
Jeffrey
A. Dahlen
|
- | - | 66,000 | 5,000 | $ | 42,250 | $ | 1,600 | ||||||||||||||||
|
H.
Wayne
|
||||||||||||||||||||||||
|
Rosenberger
|
- | - | 600 | 2,400 | $ | 0 | $ | 30 | ||||||||||||||||
|
(1)
|
Based
on a per share price of $1.80 at August 31, 2009 less
applicable option
exercise prices.
|
|
(2)
|
The
value realized represents the difference between the aggregate closing
price of the shares on the date of exercise less the aggregate exercise
price paid.
* Granted at $1.2375, 110% of market price of the issue
date.
|
OPTION
PLANS
As of
September 30, 2006, the un-issued portion of the 1996 Stock Option Plan was
cancelled by its Terms.
In
February 2007, the Board of Directors adopted and the shareholders approved
the 2007
Stock Option Plan (the "2007 Option Plan") under which a total of
500,000 (1,000,000
shares after the 2-for-1 split on October 1, 2007) shares of common
stock were
reserved for issuance.
COMPANY
CODE OF ETHICS
Our Code
of Ethics is posted on our web site: www.simulations-plus.com.
BOARD
COMMITTEES AND MEETINGS
The Board
of Directors has an Audit Committee and a Compensation Committee.
Audit
Committee
The Audit
Committee reviews, acts on and reports to the Board of Directors
with respect
to various auditing and accounting matters, including selecting our independent
auditors,
the scope of the annual audits, fees to be paid to the auditors, the
performance of our
independent auditors and our accounting practices. This committee is
responsible for
selecting the Company's independent auditors, reviewing the Company's
internal audit
procedures, reviewing quarterly and annual financial statements
independently and with
the Company's independent auditors, reviewing the results of the annual audit
and
implementing and monitoring the Company's cash investment policy. In
addition, this
committee assists the Board in its oversight of corporate accounting and
internal controls,
reporting practices and the quality and integrity of the financial reports of
the Company.
The Audit Committee met oncethree times during fiscal
2009.
18
Audit
Committee Financial Expert
Currently
our three independent directors, Mr. H. Wayne Rosenberger, Dr. Richard
R. Weiss and
Dr. David Z. D'Argenio, are the members of the Audit Committee. Under
the new rules
of the Securities and Exchange Commission brought about by the
SarbanesOxley
Act, companies are required to disclose whether their audit committees have
an "audit
committee financial expert" as defined in Item 401(h) of Regulation S-B under
the Exchange
Act and whether that expert is "independent" as that term is used in
Item 7(d)(3)(iv)
of Schedule 14A under the Exchange Act. The Board of Directors
believes that all
members of the current audit committee are qualified to read and
understand financial
reports, and that Mr. H. Wayne Rosenberger meets the description of
"audit committee
financial expert" as defined in the Regulation.
Compensation
Committee
The
Compensation Committee reviews and approves the compensation and benefits
of our
key executive officers, administers our employee benefit plans and
makes recommendations
to the Board of Directors regarding such matters. Dr. Richard R. Weiss and Dr.
David Z. D'Argenio are members of the Compensation Committee. The
Compensation Committee met once during fiscal 2009.
DIRECTOR
COMPENSATION
At the
Board of Directors' meeting held on July 19, 2006, the stipend for the
outside directors
increased to $5,000 per year, which was the first increase since the
Company was
incorporated. The payment per meeting was increased to $1,000 at the Board
meeting held on
May 10, 2007. In addition, stock options which each outside director
receive annually
were increased to 2,000 shares (4,000 shares after the 2-for-1 split on
October 1, 2007)
at the fair market value of the shares on the date of
grant.
PROPOSAL
2: TO RATIFY THE SELECTION OF ROSE, SNYDER AND JACOBS CPA'S AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS
The Board
has selected Rose, Snyder and Jacobs CPA's as its independent
registered accounting
firm for the Company for fiscal year 2009. A resolution is being submitted
to shareholders
at the meeting for ratification of such selection and the
accompanying proxy
will be voted for such ratification, unless instructions to the contrary are
indicated therein.
Although ratification by shareholders is not a legal prerequisite to the
Board's selection
of Rose, Snyder and Jacobs as the Company's independent registered
accounting firm,
the Company believes such ratification to be appropriate. If the
shareholders do not
ratify the selection of Rose, Snyder and Jacobs, the selection of our
independent registered
accounting firm will be reconsidered by the Board; however, the Board
may select
Rose, Snyder and Jacobs, notwithstanding the failure of the shareholders to
ratify its
selection.
19
The Board
expects that a representative of Rose, Snyder and Jacobs will be present at
the meeting,
will have an opportunity to make a statement if he or she so desires, and
will be
available to respond to appropriate questions.
AUDIT
FEES
The
Company incurred the following fees to Rose, Snyder & Jacobs, CPAs
for services
rendered during the fiscal year ended August 31,
2009:
| Fee Category | FY09 Fees | FY08 Fees | ||||||
| Audit fees | $ | 79,270 | $ | 74,010 | ||||
| Tax fees | - | 15,880 | ||||||
| All other fees | - | - | ||||||
| Total fees | $ | 79,270 | $ | 89,890 | ||||
AUDIT
FEES - Consists of fees incurred for professional services rendered for the
audit of Simulations Plus, Inc.'s consolidated financial statements and for
reviews of the interim consolidated financial statements included in our
quarterly reports on Form 10-QSB and consents for filings with the
SEC.
TAX FEES
- Consists of fees billed for professional services relating to tax compliance,
tax reporting, and tax advice.
ALL OTHER
FEES - Consists of fees billed for all other services. The
appointment of auditors is approved annually by the
Board.
The
appointment of auditors is approved annually by the Board.
VOTE
REQUIRED
Approval
of Proposal 2 requires the affirmative vote of a majority of the shares
of Common
Stock present and voting at a meeting if a quorum is
present.
Recommendation
of the Board of Directors:
The Board
of Directors recommends a vote FOR approval of Proposal 2.
20
OTHER
MATTERS
The Board
of Directors of the Company knows of no other matters to be presented
at the
Annual Meeting other than those described above. However, if any other
matters properly
come before the meeting, it is intended that any shares voted by proxy will
be voted in
the discretion of the Board of Directors.
By Order
of the Board of Directors
/s/
Virginia E. Woltosz
Virginia
E. Woltosz
Secretary
Dated:
January 18, 2010
21
Appendix
1: Audit Committee Charter
ORGANIZATION:
The audit
committee shall be composed of directors, the majority of whom are independent
of the management of the corporation and are free of any relationship
that, in the
opinion of the Board of Directors, would interfere with their exercise of
independent judgment
as a committee member.
STATEMENT
OF POLICY:
The audit
committee shall provide assistance to the corporate management in
fulfilling their
responsibility to the shareholders, potential shareholders, and investment
community on matters relating to corporate finances. In so doing, it is the
responsibility of the audit
committee to maintain free and open means of communication between
the
directors,
the independent registered accounting firm ("independent auditors"), and the
financial management of the corporation.
RESPONSIBILITIES:
In
carrying out its responsibilities, the audit committee believes its policies and
procedures should
remain flexible, in order to best react to changing conditions and to
ensure to the
directors and shareholders that the corporate accounting and reporting
practices of the
corporation are in accordance with all requirements and are of high
quality.
In
carrying out these responsibilities, the audit committee will:
| ● |
Review
and recommend to the management the independent auditors to be selected
to audit the financial statements of the corporation and its
subsidiaries.
|
| ● |
Review
with the independent auditors, the company's management, and financial
and accounting personnel, the adequacy and effectiveness of
the accounting
and financial controls of the corporation, and elicit any recommendations
for the improvement of such internal control procedures or
particular areas where new or more detailed controls or procedures
are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose any payments, transactions, or procedures
that might
be deemed illegal or otherwise improper. Further, the
committee periodically
should review company policy.
|
| ● |
Review
the financial statements contained in the annual report to shareholders
with management and the independent auditors to determine that
the independent auditors are satisfied with the disclosure and content
of the financial statements to be presented to the
shareholders. Any
changes in accounting principles should be
reviewed.
|
| ● |
Provide
sufficient opportunity for independent auditors to meet with
the members
of the audit committee without members of management present. Among
the items to be discussed in these meetings are the independent auditors'
evaluation of the corporation's financial, accounting, auditing personnel,
and the cooperation that the independent auditors received during
the course of the audit.
|
| ● | Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgment, that is appropriate. |
A-1
Appendix
2: Form of Proxy Card
APPENDIX
2: FORM OF PROXY CARD
Exhibit
to Proxy Statement for the 2010 Annual Meeting of Shareholders Simulations
Plus, Inc.
Proxy
Solicited
by the Board of Directors of Simulations Plus, Inc. -- Annual
Meeting of
Shareholders -- February 19, 2010
The
undersigned hereby appoints Walter S. Woltosz and Momoko Beran, or either
of them,
attorneys and proxies for the undersigned, with full power of substitution, for
and in the
name, place and stead of the undersigned, to represent and vote, as
designated below,
all shares of stock of Simulations Plus, Inc., a California Corporation, held
of record by
the undersigned on December 15, 2009, at the Annual Meeting of the Shareholders
to be held at 42505 10th Street West, Lancaster, California at 2:00
p.m. Pacific
Standard Time on February 19, 2010, or at any adjournment or postponement
of such
meeting, in accordance with and as described in the Notice of Annual Meeting
of Shareholders
and Proxy Statement. If no direction is given, this proxy will be voted
FOR Proposals
1 and 2 and in the discretion of the proxy as to such other matters as
may properly
come before the meeting.
[X]
Please mark the votes as in this example.
The Board
of Directors recommends a vote for Proposals 1 and 2.
1. Election of
Directors
Nominees:
Walter S. Woltosz, Virginia E. Woltosz, Dr. David Z. D'Argenio, Dr. Richard
R. Weiss, and H. Wayne Rosenberger
| FOR o | WITHHELD o |
FOR all
nominees except as stated on line above
2. Ratification of selection
of Rose, Snyder and Jacobs CPA's as Auditors
| FOR o | AGAINST o | ABSTAIN o |
The
undersigned hereby revokes any proxy or proxies heretofore given to vote upon
or act with
respect to such stock and hereby ratifies all that the proxies, their
substitutes, or any of
them, may lawfully do by virtue hereof.
Please
sign exactly as your name appears on the address label affixed hereto.
If acting as
attorney, executor, trustee or in other representative capacity,
sign name and
title.
Date:
Signature:
Signature
if held jointly:
A-2