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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 30, 1998
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PROLONG INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-22803 74-2234246
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6 Thomas, Irvine, California 92618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 587-2700
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On December 7, 1998, Prolong International Corporation, a Nevada
corporation (the "Company"), filed a Current Report on Form 8-K (File No. 001-
14123, the "Initial Current Report") that disclosed, among other things, pending
litigation filed by Michael Walczak et al., on behalf of themselves and other
similarly situated shareholders of EPL Pro-Long, Inc. ("EPL"), in the U.S.
District Court in San Diego, California (the "Court") against the Company, its
wholly-owned operating subsidiary Prolong Super Lubricants, Inc. ("PSL"), EPL
and each of their respective former and current officers and directors. On
December 29, 1998, the Company filed an additional Current Report on Form 8-K
(File No. 001-14123, the "Second Current Report" and referred to collectively
with the Initial Current Report as the "Current Reports") to update the earlier
disclosure to include the results of the Court's hearing held on December 14,
1998 regarding the issuance of a preliminary injunction. The Second Current
Report disclosed, in part, that at such hearing the Court ordered a further
hearing on the preliminary injunction on December 30, 1998. The Current Reports
are incorporated herein by this reference.
On December 30, 1998, the Court held a hearing on whether a preliminary
injunction should be issued in connection with the Company's asset purchase
transaction with EPL. The Court entered a preliminary injunction based on the
plaintiffs' (a) alleged claim for fraudulent conveyance in connection with PSL's
license agreement with EPL and (b) alleged claim for breach of fiduciary duty.
The preliminary injunction enjoins the further consummation of the asset
purchase transaction and prevents EPL from completing its liquidation and
dissolution until further notice from the Court. The preliminary injunction
will last until the case is tried on its merits or until the preliminary
injunction is otherwise dismissed. The Court ordered the plaintiffs to post a
bond in the amount of $100,000 no later than January 13, 1998. The Company
intends to appeal the Court's preliminary injunction ruling. The Company and
PSL and their respective current officers and directors continue to believe that
there is no merit to the plaintiffs' claims as to any of the defendants and plan
to vigorously defend against such claims.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROLONG INTERNATIONAL CORPORATION
Date: January 13, 1999 By: /s/ Nicholas Rosier
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Nicholas Rosier
Chief Financial Officer
