As filed with the Securities and Exchange Commission June 22, 2005
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SCOTT'S LIQUID GOLD-INC.
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 84-0920811
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4880 Havana Street
Denver, Colorado 80239
(303) 373-4860
(Address, Including Zip Code, and Telephone Number
of Registrant's Principal Executive Offices)
2005 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Jeffry B. Johnson
Treasurer and Chief Financial Officer
Scott's Liquid Gold-Inc.
4880 Havana Street
Denver, Colorado 80239
(303) 373-4860
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered (1) Share (2) Price Fee
- ------------- -------------- --------- --------- ------------
Common Stock,
par value $.10
per share 600,000 shares $0.56 $336,000 $39.54
(1) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement shall also cover additional shares of
Common Stock which may become issuable by reason of any stock
split, stock dividend, recapitalization or other similar
transactions effected without consideration which results in an
increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) The proposed maximum offering price per share was estimated
solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Act and is based on the
average of the high and low prices for the Common Stock on the
OTC Bulletin Board on June 21, 2005 of $0.56 per share.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required in Part I of this Registration
Statement is included in the prospectus for the Plan, which the
Registrant has excluded from this Registration Statement in
accordance with the instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Scott's Liquid Gold-Inc. (the "Registrant") incorporates
herein by reference the following documents filed with the
Securities and Exchange Commission (the "Commission"):
(1) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 2004, filed pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
(2) Proxy Statement for the Annual Meeting of
stockholders on May 4, 2005;
(3) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2005 filed pursuant to Sections 13(a) or
15(d) of the Exchange Act;
(4) The Registrant's Report on Form 8-K, filed May 10,
2005 pursuant to Sections 13(a) or 15(d) of the Exchange Act; and
(5) The description of the Registrant's Common Stock
which is contained in the Registrant's Form 8-A filed November 5,
1999.
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 hereby 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that
the Registrant shall indemnify its directors and officers in
connection with any action, suit or proceeding to which the
director may be a part by reason of being or having been a
director or officer of the Registrant, subject to certain
exceptions. Additionally, the Registrant has entered into
Indemnification Agreements with it directors and officers which
provide that the Registrant will indemnify the director and/or
officer to the fullest extent permitted by the Colorado Business
Corporation Act. These provisions may be sufficiently broad to
indemnify the directors and officers of the Registrant for
liabilities arising under the Securities Act of 1933, as amended.
The Registrant also maintains directors' and officers'
liability insurance. The specific terms and provisions of the
insurance policies limit such coverage.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits attached hereto.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and,
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934,
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 6, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 registration statement to be signed in its
behalf by the undersigned, thereunto duly authorized, in the City
of Denver, State of Colorado, on this 22th day of June, 2005.
By: /s/ Mark E. Goldstein
----------------------
Mark E. Goldstein, President and Chief
Executive Officer
Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
of the Registrant and in the capacities and on the dates indicated:
Date Name and Title Signature
June 22, 2005 Mark E. Goldstein,
Director
June 22, 2005 Jeffrey R. Hinkle,
Director /s/ Jeffry B. Johnson
--------------------------
June 22, 2005 Jeffry B. Johnson, Jeffry B. Johnson, for
Director himself and as Attorney-in-
Fact for the named directors
June 22, 2005 Dennis P. Passantino who together constitute of
Director all of the members of the
Board
June 22, 2005 Carl A. Bellini,
Director
June 22, 2005 Dennis H. Field,
Director
June 22, 2005 Gerald J. Laber,
Director
INDEX TO EXHIBITS
Exhibit Number Description
4.1 Restated Articles of Incorporation, as
amended and restated through May 1, 1996,
incorporated by reference to Exhibit 3.1
of the Company's Annual Report on From 10-K
for the year ended December 31, 2001.
4.2 Bylaws, as amended through February 27, 1996
incorporated by reference to Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2004.
4.3 The Scott's Liquid Gold-Inc. 2005 Stock
Incentive Plan.
4.4 Form of Incentive Stock Agreement.
4.5 Form of Restricted Stock Award Agreement.
5.1 Opinion of Holland & Hart LLP, counsel for
the Company.
23.1 Consent of Holland & Hart LLP (included as
part of Exhibit 5.1 hereto).
23.2 Consent of Ehrhardt, Keefe, Steiner &
Hottman PC, independent accountants.
24 Powers of Attorney.