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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 17, 1998
(Date of earliest event reported)
SPURLOCK INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 0-21133 84-1019856
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
209 West Main Street
Waverly, Virginia 23890
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 834-8980
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Item 4. Changes in Registrant's Certifying Accountant.
On February 17, 1998, the Board of Directors of Spurlock Industries,
Inc. (the "Company") approved the replacement of James E. Scheifley &
Associates, P.C. (formerly Winter, Scheifley & Associates, P.C.) ("Scheifley")
as the independent accountant chosen to audit the Company's financial statements
and approved the appointment of Cherry, Bekaert & Holland, L.L.P. ("Cherry,
Bekaert") as the Company's independent accountant for the 1997 fiscal year. The
appointment of Cherry, Bekaert will be effective immediately.
Except as described below, the Company had not engaged or consulted
with Cherry, Bekaert prior to February 17, 1998. Cherry, Bekaert was engaged
earlier in February, 1998 by the Audit Committee of the Company's Board of
Directors to act as consultants to the Special Litigation Committee of the Board
that was created to investigate the allegations contained in a shareholder's
derivative suit against the Company and certain of its current and former
officers and directors. Such lawsuit was previously disclosed to the Commission
on the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1997. Cherry, Bekaert's previous consulting engagement, however, did not involve
(i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, (ii) any matter that was the subject of a
disagreement with Scheifley on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, or (iii) any
matter as to which Scheifley had advised the Company.
Scheifley's report on the Company's financial statements for each of
the two fiscal years ended December 31, 1996 did not contain an adverse opinion
or a disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles. Furthermore, during the Company's two
fiscal years ended December 31, 1996 and during the subsequent period preceding
February 17, 1998, there has been no disagreement with Scheifley on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of Scheifley, would have caused Scheifley to make reference to the
subject matter of the disagreement in connection with its report.
Scheifley has not advised the Company specifically of the need to
expand significantly the scope of its audit, or that information has come to
Scheifley's attention that, it has concluded, does, or if further investigated
may, materially impact the fairness or reliability of either (i) a previously
issued audit report or the underlying financial statements or (ii) the financial
statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report
(including information that may prevent it from rendering an unqualified audit
report on those financial statements). Scheifley is aware of the investigation
that is being conducted by the Special Litigation Committee of the Board of
Directors, as described above. Furthermore, Scheifley is aware that certain
findings arising from that investigation could impact previously issued
financial statements.
The Company has provided Scheifley with a copy of this Current Report.
A letter from Scheifley to the Commission dated February 24, 1998 with respect
to this matter is attached hereto as Exhibit 16.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
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16 Letter dated February 24, 1998 from James
E. Scheifley & Associates, P.C. re Change
in Certifying Accountant.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SPURLOCK INDUSTRIES, INC.
Dated: February 24, 1998 By: /s/ Phillip S. Sumpter
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Phillip S. Sumpter
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
No. Description
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16 Letter dated February 24, 1998 from James E. Scheifley &
Associates, P.C. re Change in Certifying Accountant.
Exhibit 16
[LETTERHEAD OF
JAMES E. SCHEIFLEY & ASSOCIATES, P.C.]
February 24, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
Re: Spurlock Industries, Inc.
Dear Sir/Madam:
Pursuant to the request of the above named company, we affirm that:
(1) We have read the Company's response to Item 4 of Form 8-K dated February
17, 1998.
(2) We agree with the statements concerning our firm contained in the response.
(3) We have no basis to agree or disagree with other statements of the Company
contained in the Form 8-K.
Sincerely,
/s/ James E. Scheifley & Associates, P.C.
James E. Scheifley & Associates, P.C.
(formerly Winter Scheifley & Associates, P.C.)
