SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2012
SCOTT’S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
| Colorado | 001-13458 | 84-0920811 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 4880 Havana Street, Denver, CO | 80239 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number: (303) 373-4860
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Following the approval of the Board of Directors, Scott’s Liquid Gold-Inc., a Colorado corporation (the “Company”), entered into the Second Amendment to Shareholder Rights Agreement, dated January 6, 2012 (the “Second Amendment”), between the Company and Broadridge Corporate Issuer Solutions, Inc. (“Broadridge” or “Rights Agent”), as the successor rights agent to Wells Fargo Bank Minnesota, N.A., the former rights agent under the Shareholder Rights Agreement dated February 21, 2001 (as amended, the “Shareholder Rights Agreement”).
The Second Amendment also (i) removes the second sentence of Section 2 of the Rights Agreement concerning the appointment of a co-rights agent, (ii) provides for indemnification obligations of the Company to the Rights Agent except for liabilities incurred due to the Rights Agent’s gross negligence, bad faith or willful misconduct, and (iii) makes other technical corrections to the language of the Rights Agreement.
Broadridge also serves as the Company’s transfer agent and registrar for its common shares.
A copy of the Second Amendment is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated by reference herein. The foregoing description of the Second Amendment is qualified in its entirety by reference to Exhibit 4.1.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K regarding the Second Amendment and the Shareholder Rights Agreement is incorporated in its entirety by reference herein.
| Item 8.01 | Other Events |
The Company has appointed Broadridge to be the Company’s sole transfer agent and registrar for the Company’s common shares pursuant. This appointment is effective as of January 6, 2012.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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Exhibit
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Exhibit Description |
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| 4.1 | Second Amendment to Shareholder Rights Agreement, dated January 6, 2012, between Scott’s Liquid Gold-Inc. and Broadridge Corporate Issuer Solutions, Inc. | |
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.
| SCOTT’S LIQUID GOLD-INC. | ||
| Date: January 10, 2012 |
/s/ Jeffrey R. Hinkle |
|
| By: Jeffrey R. Hinkle | ||
|
Executive Vice President of Corporate Development and Secretary |
||
EXHIBIT INDEX
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Exhibit
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Exhibit Description |
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| 4.1 | Second Amendment to Shareholder Rights Agreement, dated January 6, 2012, between Scott’s Liquid Gold-Inc. and Broadridge Corporate Issuer Solutions, Inc. | |
Exhibit 4.1
SECOND AMENDMENT TO
SHAREHOLDER RIGHTS AGREEMENT
This Second Amendment to Shareholder Rights Agreement, dated as of January 6, 2012 (this “ Amendment ”) is between Scott’s Liquid Gold-Inc., a Colorado corporation (the “ Company ”), and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “ Rights Agent ”).
WITNESSETH
WHEREAS , the Company and Wells Fargo Bank Minnesota, N.A. were parties to that certain Shareholder Rights Agreement, dated February 21, 2001, as amended by the Amendment to Shareholder Rights Agreement, dated February 15, 2011 (the “ Rights Agreement ”);
WHEREAS , the Company desires the Rights Agent to replace Wells Fargo as rights agent and the Rights Agent agrees to accept such obligations and responsibilities; and
WHEREAS , the Company now desires to amend the Rights Agreement as set forth in this Amendment.
NOW THEREFORE , in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
A. The Rights Agent shall be Broadridge Corporate Issuer Solutions, Inc.
B. The second sentence of Section 2 shall be deleted in its entirety.
C. The second sentence of Section 18 shall be amended and restated in its entirety as follows:
The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any and all loss, liability, damages, claims or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses (including reasonable attorneys’ fees and expenses) of defending against any claim of liability for any of the foregoing.
D. Section 20(c) shall be amended and restated in its entirety as follows:
The Rights Agent shall be liable hereunder only for its own gross negligence, bad faith, or willful misconduct.
E. The fifth sentence of Section 21 shall be amended and restated in its entirety as follows:
Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or the State of
Colorado (or of any other State of the United States), in good standing, which is authorized under such laws to exercise corporate trust and/or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent, together with its affiliated entities whose assets would be subject to claims by the Company, a combined capital and surplus of at least $50,000,000.
F. Effectiveness . This Amendment shall be deemed effective as of the date first above written, as if executed on such date. Except to the extent specifically amended hereby, the Rights Agreement and all related documents as amended hereby shall remain in full force and effect.
G. Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of Colorado and for all purposes shall be governed by and construed in accordance with the provisions of the Rights Agreement except to the extent specifically amended hereby.
H. Counterparts . This Amendment may be executed in any number of counterparts, and each of such counterparts shall be for all purposes deemed to be an original, and all such counterparts together shall constitute but one and the same instrument.
IN WITNESS WHEREOF , the parties have caused this Amendment to be duly executed as an instrument under seal and attested, all as of the day and year first above written.
| SCOTT’S LIQUID GOLD-INC. |
BROADRIDGE INVESTOR COMMUNICATION SOLUTIONS, INC., as Rights Agent |
|
|
/s/ Mark E. Goldstein |
/s/ John P. Dunn |
|
|
Mark E. Goldstein President and Chief Executive Officer |
John P. Dunn Officer |
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[Signature Page to Amendment to Rights Agreement]