SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SCOTT'S LIQUID GOLD-INC.
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(Exact name of Registrant as Specified in its Charter)
Colorado 84-0920811
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(State of Incorporation or Organization) (IRS Employer Identification No.)
4880 Havana Street, Denver CO 80239
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates (if applicable): _____________________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Common Stock
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(Title of Class)
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On February 21, 2001, the Board of Directors of Scott's Liquid Gold-Inc.
(the "Company") declared a dividend of one purchase right (a "Right") for
every outstanding share of the Company's common stock, $.10 par value (the
"Common Stock"), payable to stockholders of record at the close of business
on March 2, 2001 (the "Dividend Record Date"). The terms of the Rights are
set forth in a Shareholder Rights Agreement dated as of February 21, 2001
(the "Rights Agreement") between the Company and Wells Fargo Bank Minnesota,
N.A., as Rights Agent (the "Rights Agent"), a copy of which has been filed as
an exhibit to this Registration Statement. The Rights Agreement provides for
the issuance of one Right for every share of Common Stock issued and
outstanding on the Dividend Record Date and for each share of Common Stock
that is issued or sold after that date and prior to the "Distribution Date"
(as defined below). As of February 21, 2001, the Company's Common Stock is
traded on the OTC Bulletin Board-Registered Trademark- and on that date there
were 10,103,100 shares of Common Stock outstanding.
The summary description of the Rights set out below does not purport to be
complete, and is qualified in its entirety by reference to the Rights Agreement,
as the same may be amended from time to time, which is incorporated herein by
reference.
Each Right entitles the holder to purchase from the Company one share of
Common Stock at a price of $8.00 per share, subject to adjustment. The Rights
will expire on February 21, 2011 (the "Expiration Date"), or upon the earlier
redemption of the Rights, and are not exercisable until the Distribution Date.
No separate certificates representing the Rights will be issued at the
present time. Until the Distribution Date (or earlier redemption or expiration
of the Rights):
(i) the Rights will be evidenced by the Common Stock certificates and
will be transferred with and only with such Common Stock certificates;
(ii) new Common Stock certificates issued after the Dividend Record Date
upon transfer or new issuance of the Company's Common Stock will contain a
notation incorporating the Rights Agreement by reference; and
(iii) the surrender for transfer of any of the Company's Common Stock
certificates will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights will separate from the Common Stock, and certificates
representing the Rights will be issued, on the Distribution Date. Unless
otherwise determined by a majority of the Board then in office, the Distribution
Date will occur (in general) on the earlier of (i) the tenth business day
following the later of (A) the date of a public announcement that a person,
including affiliates or associates of such person, but excluding Mark E.
Goldstein, Chairman of the Board, Chief Executive Officer and President of the
Company, affiliates of Mr. Goldstein and certain of their transferees (as the
term "Goldstein Group" is defined in the Rights Agreement) (an "Acquiring
Person"), except as described below, has acquired or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding shares of Common
Stock, or (B) the date on which an executive officer of the Company has actual
knowledge that an Acquiring Person became such (the later being, the "Stock
Acquisition Date"), or (ii) the tenth
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business day following commencement of a tender offer or exchange offer that
would result in any person, together with its affiliates and associates,
becoming the beneficial owner of 15% or more of the Company's outstanding Common
Stock. In any event, the Board may delay the distribution of the certificates.
After the Distribution Date, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of the Company's
Common Stock as of the close of business on the Distribution Date and
thereafter, such separate Rights Certificates alone will evidence the Rights.
If, at any time after the Board declares the Rights dividend, any person or
group of affiliated or associated persons (other than the Company, affiliates of
the Company and the Goldstein Group) shall become an Acquiring Person, each
holder of a Right will have the right to receive shares of the Company's Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company) having a market value of two times the exercise price of the Right. For
example, if the exercise price is $8.00, the holder of each Right would be
entitled to receive $16.00 in market value of the Company's Common Stock for
$8.00. Also, in the event that at any time after the Stock Acquisition Date, the
Company is acquired in a merger or other business combination, or if more than
25% of its assets or earning power are sold (other than inventory and assets in
the ordinary course of business), each holder of a Right would have the right to
exercise such Right and thereby receive common stock of the acquiring company
with a market value of two times the exercise price of the Right. Thus, if the
exercise price is $8.00, the holder of each Right would be entitled to receive
$16.00 in market value of the acquiring company's common stock upon payment of
the $8.00. Following the occurrence of any of the events described in this
paragraph, any Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person or
Disqualified Transferee shall immediately become null and void.
The Board may, at its option, at any time after any person becomes an
Acquiring Person, exchange all or part of the then outstanding and exercisable
Rights for shares of Common Stock (or other securities of the Company equivalent
in value to such shares of Common Stock) at an exchange ratio of one share of
Common Stock (or other such consideration) per Right, appropriately adjusted to
reflect any stock split, stock dividend or similar transaction occurring after
the date of declaration of the Rights dividend (such exchange ratio being
hereinafter referred to as the "Exchange Ratio"). The Board, however, may not
effect an exchange at any time after any person (other than (i) the Company,
(ii) any subsidiary of the Company, (iii) the Goldstein Group, or (iv) any
employee benefit plan of the Company or any such subsidiary or any entity
holding Common Stock for or pursuant to the terms of any such plan), together
with all affiliates of such person, becomes the beneficial owner of 50% or more
of the Common Stock then outstanding. Immediately upon the action of the Board
ordering the exchange of any Rights and without any further action and without
any notice, the right to exercise such Rights will terminate and the only right
thereafter of a holder of such Rights will be to receive that number of shares
of Common Stock equal to the number of such Rights held by the holder multiplied
by the Exchange Ratio.
The exercise price of the Rights, and the number of shares of Common Stock
or other consideration issuable upon exercise of the Rights, are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination, reclassification or recapitalization
of, the Common Stock, (ii) upon the grant to holders of the
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Common Stock of certain rights or warrants to subscribe for shares of the Common
Stock or convertible securities at less than the current market price of the
Common Stock or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding cash dividends paid out of the
earnings or retained earnings of the Company and certain other distributions) or
of subscription rights or warrants (other than those referred to above).
With certain exceptions, no adjustments in the exercise price of the Rights
will be required until cumulative adjustments equal at least 1% in such price.
At any time prior to the earlier of (i) the Distribution Date or (ii) the
close of business ten years after the Rights Agreement becomes effective (the
"Expiration Date"), the Company, by a majority vote of the Board then in office,
may redeem the Rights at a redemption price of $.01 per Right (the "Redemption
Price"), as described in the Rights Agreement. Immediately upon the action of
the Board electing to redeem the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Neither the distribution of the Rights nor the subsequent separation of the
Rights on the Distribution Date will be a taxable event for the Company or its
stockholders. Holders of Rights may, depending upon the circumstances, recognize
taxable income upon the occurrence of certain Rights triggering events including
a tender offer for 15% or more of the Common Stock or a person or group
attaining beneficial ownership of 15% or more of the Common Stock (collectively,
"Common Stock Events"). In addition, holders of Rights may have taxable income
as a result of (i) an exchange by the Company of shares of Common Stock for
Rights as described above or (ii) certain anti-dilution adjustments made to the
terms of the Rights after the Distribution Date. A redemption of the Rights
would be a taxable event to holders.
The Rights Agreement may be amended by the Board at any time prior to the
Distribution Date without the approval of the holders of the Rights. From and
after the Distribution Date, the Rights Agreement may be amended by the Board
without the approval of the holders of the Rights in order to cure any
ambiguity, to correct any defective or inconsistent provisions, to change any
time period for redemption or any other time period under the Rights Agreement
or to make any other changes that do not adversely affect the interests of the
holders of the Rights (other than any Acquiring Person or its affiliates or
associates or their transferees).
ITEM 2. EXHIBITS.
The following exhibits are filed with this Report:
Exhibit No. Document
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2 Shareholder Rights Agreement dated as of February 21, 2001
by and between Scott's Liquid Gold-Inc. and Wells Fargo Bank
Minnesota, N.A., as Rights Agent, which includes the form of
Rights Certificate as Exhibit A and the Summary of Rights as
Exhibit B.
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SIGNATURES
Pursuant to the requirements of Section 12 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.
Date: February 22, 2001 SCOTT'S LIQUID GOLD - INC.
By: /s/ Mark E. Goldstein
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Mark E. Goldstein, Chairman of the
Board, Chief Executive Officer and
President
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EXHIBIT INDEX
Exhibit No. Document
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2 Shareholder Rights Agreement dated as of February 21, 2001 by and
between Scott's Liquid Gold-Inc. and Wells Fargo Bank Minnesota,
N.A., as Rights Agent, which includes the form of Rights
Certificate as Exhibit A and the Summary of Rights as Exhibit B.
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