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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: January 27, 1999
(Date of earliest event reported)
SPURLOCK INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 000-21133 84-1019856
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
209 West Main Street 23890
Waverly, Virginia (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(804) 834-8980
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Item 5. Other Events.
The press release issued by the Registrant on January 28, 1999 and
attached hereto as Exhibit 99 is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99 Press release issued by the Registrant on January 28, 1999.
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SIGNATURES
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.
(Registrant)
Date: January 28, 1999 By: /s/ Phillip S. Sumpter
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Phillip S. Sumpter
Chairman and Chief Executive Officer
Exhibit 99
SPURLOCK INDUSTRIES, INC.
P.O. BOX 8
WAVERLY, VIRGINIA 23890
Thursday, January 28, 1999 CONTACT: Phillip S. Sumpter
FOR IMMEDIATE RELEASE (804) 834-8980
COURT APPROVES SETTLEMENT OF SHAREHOLDER DERIVATIVE SUIT
Waverly, Virginia - Spurlock Industries, Inc. today announced that the
United States District Court for the District of Colorado has approved a
settlement of the shareholders' derivative suit pending in such court,
Rasmussen, et al. v. Spurlock Industries, Inc., et al. (Civil Action No.
97-D-2214). Effective December 2, 1998, the named plaintiffs and defendants,
including the Company, entered into a Stipulation and Settlement Agreement to
resolve all claims in connection with the lawsuit. In such settlement, the
Company agreed to pay $75,000 in cash and issue 50,000 shares of Common Stock to
the plaintiff shareholders, representing a portion of monies recovered by the
Company as a result of the lawsuit, and to reimburse the plaintiff shareholders'
legal fees in the amount of $22,500. Notice of such settlement was furnished to
all shareholders, who were given the opportunity to express their opinions on
the settlement at a hearing on January 27, 1999. At the conclusion of such
hearing, the Court entered an order approving the settlement, adjudging "the
terms of the settlement to be fair, reasonable, adequate and in the best
interests of Spurlock Industries, Inc. . . . and its Shareholders . . . ."
Further, the Court dismissed the lawsuit with prejudice on the merits as to all
defendants, including the Company.
Settlement of the derivative suit is a condition to consummating the
merger with Borden Chemical, Inc. under the previously announced acquisition
agreement between Borden Chemical and the Company.
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Phillip S. Sumpter, Chairman and Chief Executive Officer of Spurlock
Industries, Inc., said "We are pleased to bring the derivative suit to a final
and fair resolution. We are grateful that the Federal District Court in Colorado
approved the proposed settlement, confirming the determination by the Company's
Board of Directors that it was in the best interests of the Company and all of
its shareholders."
Spurlock Industries, Inc., through its wholly-owned subsidiary,
Spurlock Adhesives, Inc., currently develops, manufactures and markets specialty
thermal-setting resins and formaldehyde for the forest products, building
products and furniture industries. The Company's stock is traded in the
over-the-counter market on the Nasdaq Bulletin Board under the symbol "SKII."
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