9
As filed with the Securities and Exchange Commission on November 11, 1998
Registration No. ___
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCOTT'S LIQUID GOLD-INC.
(Exact name of issuer 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, CO 80239
(Address of Principal Executive Offices and Zip Code)
1998 STOCK OPTION PLAN
(Full title of plan)
Barry Shepard
Treasurer
Scott's Liquid Gold-Inc.
4880 Havana Street
Denver, Colorado 80239
(Name and address of agent for service)
(303) 373-4860
(Telephone number, including area code, of agent for service)
Copy to: Holland & Hart LLP
Attn: Mark R. Levy
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
Securities Amount to offering aggregate Amount of
to be be price per offering registratio
registered registered share price n fee
(1)
Common 350,000 $2.03125 $710,937.50 $209.73
Stock (2)
($.10 par
value)
(1) Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and based
on the average of the high and low sales prices for the Registrant's
common stock as reported on the New York Stock Exchange on November 6,
1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement relates to the registration of 350,000 shares
of Common Stock, $.10 par value, of Scott's Liquid Gold-Inc. (the "Company")
available under the 1998 Stock Option Plan (the "Plan") of the Company. The
documents containing the information required by Part I of Form S-8 will be sent
or given to participants in the Plan as specified by Rule 428(b)(1) under the
Securities Act of 1933. In reliance on Rule 428, such documents (i) are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 and (ii) along with the documents incorporated
by reference into this registration statement pursuant to Item 3 of Part II
hereof, constitute a prospectus (the "Prospectus") that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference in this
registration statement:
(1) The Company's Annual Report on Form 10-K, filed pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 for the year ended December
31, 1997.
(2) The Company's Quarterly Reports on Form 10-Q, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998.
(3) The Company's Reports on Form 8-K, dated January 6, 1998, January 21,
1998, February 27, 1998, March 31, 1998, April 27, 1998, May 11, 1998, July
15, 1998 and September 14, 1998 filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
All documents filed by the Company pursuant to Sections 13, 14 or 15(d) of
the Securities Exchange Act of 1934 subsequent to the date of this registration
statement, and prior to the filing of a post-effective amendment which indicates
that all shares offered hereby have been sold or which deregisters all shares
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in the Prospectus, this registration
statement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
the Prospectus and this registration statement to the extent that a statement
contained in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus or this registration
statement.
Description of Securities:
The Company is authorized to issue 50,000,000 shares of the Company's
common stock, $.10 par value per share, which Common Stock is listed on the New
York Stock Exchange. The Company also has authorized 20,000,000 shares of
preferred stock. There are currently no outstanding shares of preferred stock.
This summary of certain provisions of the Common Stock and preferred stock of
the Company does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Articles of Incorporation,
which is incorporated by reference as an exhibit to this registration statement,
and the provisions of applicable law.
Common Stock
Each outstanding share of Common Stock entitles the holder to one vote.
Cumulative voting in the election of directors is not permitted. A majority of
the Company's outstanding shares entitled to vote, when present in person or by
proxy, constitute a quorum at a meeting of shareholders. When a quorum is
present, the number of nominees equaling the number of directors to be elected
and having the highest number of votes cast in favor of their election are
elected to the Board of Directors. Except as otherwise required by law, if a
quorum is present, a matter is approved if the votes cast favoring the matter
exceed the votes cast opposing the matter.
Holders of shares of Common Stock are entitled to receive dividends if and
when declared by the Board out of funds legally available therefor, subject to
any preference that may be applicable to any then outstanding preferred stock.
Upon the voluntary or involuntary liquidation of the Company, holders of Common
Stock are entitled to receive ratably all assets remaining after payment of all
obligations of the Company and the liquidation preference of any then
outstanding preferred stock. Holders of Common Stock have no preemptive or
conversion rights to acquire securities of the Company. There are no redemption
or sinking fund provisions applicable to the Common Stock. The outstanding
shares of the Common Stock are fully paid and nonassessable, and the shares of
Common Stock to be issued upon completion of this offering will be fully paid
and nonassessable.
Preferred Stock
The Board of Directors has the authority, without further vote or action by
the shareholders (unless shareholder approval is required in a specific case by
applicable laws or regulations or stock exchange rules) to issue from time to
time up to 20,000,000 shares of preferred stock as one class without series or
in one or more series and to fix by resolution the designations, preferences,
limitations and relative rights of the one class or each such series. The class
as a whole or any series of preferred stock could, as determined by the Board of
Directors at the time of issuance, rank with respect to dividends, limited
voting rights, redemption and liquidation rights, senior to the Company's Common
Stock.
If issued, the preferred stock would have no voting rights except for the
following: (a) voting rights required by applicable law (which currently
provides for a vote of a class or series for certain amendments to the articles
of incorporation affecting the class or series), (b) voting rights which the
Board of Directors may grant to the class or a series of the preferred stock
with respect to any amendment of the Company's Articles of Incorporation which
adversely affects any right, preference or a limitation of the class or series,
and (c) voting rights which the Board of Directors may grant to the class or a
series of the preferred stock to elect a certain number of directors of the
Company if there is a failure to pay dividends on the class or series for a
period of time or to make a mandatory redemption payment when due for the class
or series. The terms, conditions and limitations of any such voting rights will
be determined by the Board of Directors, including the number of directors to be
elected and the time period for which there must be a failure to pay any
dividends for voting rights to occur.
Certain Effects of Authorized but Unissued Stock
The issuance of additional Common Stock or shares of preferred stock could
have the effect of diluting voting power per share or the book value per share
of the outstanding Common Stock. Also, the existence of unissued and unreserved
Common Stock or preferred stock could, in certain instances, render more
difficult or discourage a merger, tender offer or proxy contest, and thus
potentially have an "anti-takeover" effect. An issuance of stock can make
acquisition of a company more difficult or more costly. An issuance of stock
could deter the type of transactions that may be proposed or could discourage or
limit the shareholders' participation in certain type of transactions that might
be proposed (such as a tender offer), whether or not such transactions were
favored by the majority of the shareholders, and could enhance the ability of
officers and directors to retain their position. The Board of Directors of the
Company will, however, consider any proposals to acquire control of the Company
that may arise in the future in accordance with their fiduciary duties and their
judgment as to the best interests of the shareholders of the Company at that
time. The Company's Articles of Incorporation and Bylaws do not presently
contain provisions having an anti-takeover effect.
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 Company's Articles of Incorporation provides that the Company 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 Company, subject to certain exceptions.
Additionally, the Company has entered into Indemnification Agreements with it
directors and officers which provide that the Company 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 Company for liabilities arising under the
Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Description.
No.
4.1 The Company's Articles of Incorporation, incorporated
by reference to Exhibit 3.1 of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1996.
4.2 The Company's Bylaws as amended through February 27,
1996, incorporated by reference to Exhibit 3.2 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
4.3 Scott's Liquid Gold-Inc.'s 1998 Stock Option Plan.
4.4 Form of Incentive Stock Option Agreement for 1998 Stock
Option Plan.
4.5 Form of Nonqualified Stock Option Agreement for 1998
Stock Option Plan for Employee.
4.6 Form of Nonqualified Stock Option Agreement for 1998
Stock Option Plan for Director.
5.1 Opinion of Holland & Hart LLP, counsel for the Company.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Holland & Hart LLP (contained in their
opinion filed as Exhibit 5.1).
24 Powers of Attorney.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this 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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 section 13 or section 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 the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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 section 13(a) or 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.
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 foregoing provisions, 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 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 Company
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 on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on November 10, 1998.
SCOTT'S LIQUID GOLD-INC.
By:
Mark E. Goldstein, President
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Date Name and Title
November 10,1998 Jerome J. Goldstein, )
Chairman of the Board)
)
)
November 10,1998 Mark E. Goldstein, )
Director, President, )
Principal Executive )
Officer )
)
November 10,1998 Carolyn J. Anderson ,)
Director, Executive )
Vice President, Chief)
Operating Officer and)
Corporate Secretary )
) By: Mark Goldstein, in the
November 10,1998 Barry Shepard, ) capacity indicated and
Director, Treasurer, ) Attorney-In-Fact for the
Principal Financial ) named Officers and named
Officer ) Directors who constitute
) all of the Directors of
) the Company
November 10,1998 Dennis H. Field, )
Director )
)
November 10,1998 Jeffry B. Johnson, )
Controller, Principal)
Accounting Officer )
)
November 10,1998 James F. Keane, )
Director )
)
November 10,1998 Michael J. Sheets, )
Director )
EXHIBITS INDEX
Exhibit Description Page
No.
4.1 The Company's Articles of Incorporation, N/A
incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996.
4.2 The Company's Bylaws as amended through February N/A
27, 1996, incorporated by reference to Exhibit 3.2
of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995.
4.3 Scott's Liquid Gold-Inc.'s 1998 Stock Option Plan.
4.4 Form of Incentive Stock Option Agreement for 1998
Stock Option Plan.
4.5 Form of Nonqualified Stock Option Agreement for
1998 Stock Option Plan for Employee.
4.6 Form of Nonqualified Stock Option Agreement for
1998 Stock Option Plan for Director.
5.1 Opinion of Holland & Hart LLP, counsel for the
Company.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Holland & Hart LLP (contained in their N/A
opinion filed as Exhibit 5.1).
24 Powers of Attorney.