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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 26, 1997
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APPLEWOODS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-27850 13-3859709
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Formation)
274 Riverside Avenue, Westport, Connecticut 06881
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 227-4912
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(Former name or former address, if changes since last report)
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Item 5. Other Events.
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On November 26, 1997, an Amended and Consolidated Class Action
Complaint (the "Complaint") was filed in the United States District
Court for the Eastern District of New York against Sterling Foster &
Co., Inc. ("Sterling Foster"), all of the issuers whose securities were
underwritten in public offerings by Sterling Foster and several
individuals associated with either Sterling Foster or such issuers. The
Registrant's securities were underwritten by Sterling Foster in the
Registrant's initial public offering ("IPO") in April 1996.
The Complaint alleges, among other things, that the Registrant,
its senior officers and directors (i) caused to be disseminated in the
Registrant's IPO registration statement false and misleading
information regarding the distribution of shares of the Registrant's
Common Stock by Selling Securityholders, (ii) breached their duty to
disclose such information to plaintiffs and (iii) other causes of
action in connection with the distribution of the Registrant's Common
Stock by the Selling Securityholders.
The Registrant and its officers and directors vehemently deny all
the allegations contained in the Complaint and intend to vigorously
defend this action.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
APPLEWOODS, INC.
By: /s/Roger Buoy
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Roger Buoy
Chief Executive Officer
Dated: December 18, 1997
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