As filed with the Securities and Exchange Commission on August 27, 1996. Registration No. 333-09659 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPURLOCK INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Virginia 84-1019856 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) 5090 General Mahone Highway P.O. Box 8 23890 Waverly, Virginia (Zip code) (Address of principal executive offices) ------------------ SPURLOCK INDUSTRIES, INC. 1995 STOCK INCENTIVE PLAN (Full title of the plan) ------------------ H. Norman Spurlock, Jr. Vice President and Secretary 5090 General Mahone Highway P.O. Box 8 Waverly, Virginia 23890 (804) 834-3113 (Name, address and telephone number of agent for service) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents previously filed by the Registrant with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: (1) the Proxy Statement-Prospectus of Air Resources Corporation and the Registrant, dated May 10, 1996, as filed with the Registrant's Registration Statement on Form S-4, Commission File No. 333-1448, which became effective under the Securities Act on May 7, 1996; and (2) the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 27, 1996. SPURLOCK INDUSTRIES, INC. By: /s/ Irvine R. Spurlock ------------------------------------ Irvine R. Spurlock President, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ Irvine R. Spurlock President, Chairman of the Board, August 27, 1996 - --------------------------------------------- Irvine R. Spurlock Chief Executive Officer and Director /s/ H. Norman Spurlock, Jr. Executive Vice President, August 27, 1996 - --------------------------------------------- H. Norman Spurlock, Jr. Secretary and Director /s/ Phillip S. Sumpter Executive Vice President, Chief August 27, 1996 - --------------------------------------------- Phillip S. Sumpter Financial Officer and Director /s/ Warren E. Beam, Jr. Treasurer, Controller and August 27, 1996 - --------------------------------------------- Warren E. Beam, Jr. Chief Accounting Officer /s/ Harold N. Spurlock Director August 27, 1996 - --------------------------------------------- Harold N. Spurlock /s/ Glen S. Whitwer Director August 27, 1996 - --------------------------------------------- Glen S. Whitwer