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): February 19, 2016
SCOTT’S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
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Colorado |
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001-13458 |
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84-0920811 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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4880 Havana Street, Denver, CO |
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80239 |
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(Address of principal executive offices) |
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(Zip Code) |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On February 19, 2016, Scott’s Liquid Gold-Inc., a Colorado corporation (the “Company”) entered into the Third Amendment to Shareholder Rights Agreement (the “Third Amendment”) with Broadridge Corporate Issuer Solutions, Inc., amending the Shareholder Rights Agreement dated February 21, 2001 (as amended, the “Shareholder Rights Agreement”) to extend the expiration date of the Shareholder Rights Agreement for five years. Following the Third Amendment, the Shareholder Rights Agreement will continue in effect until February 21, 2021, unless the rights issued thereunder are earlier redeemed or amended by the Company.
The Third Amendment also increases the exercise price under the Shareholder Rights Agreement to $12.00.
A copy of the Third Amendment is attached to this Current Report on Form 8-K as Exhibit 4.4 and is incorporated by reference herein. The foregoing description of the Third Amendment is qualified in its entirety by reference to Exhibit 4.4.
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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 Third Amendment and the Shareholder Rights Agreement is incorporated in its entirety by reference herein.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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Exhibit
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Exhibit Description |
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4.1 |
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Shareholder Rights Agreement, dated February 21, 2001 (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 22, 2001). |
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4.2 |
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Amendment to Shareholder Rights Agreement, dated February 15, 2011 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2011). |
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4.3 |
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Second Amendment to Shareholder Rights Agreement, dated January 6, 2012 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2012). |
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4.4 |
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Third Amendment to Shareholder Rights Agreement, dated February 19, 2016, between Scott’s Liquid Gold-Inc. and Broadridge Corporate Issuer Solutions, Inc. |
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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.
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SCOTT’S LIQUID GOLD-INC. |
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Date: February 23, 2016 |
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/s/ Barry J. Levine |
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By: Barry J. Levine Treasurer, Chief Financial Officer and Chief Operating Officer
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Exhibit
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Exhibit Description |
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4.1 |
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Shareholder Rights Agreement, dated February 21, 2001 (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 22, 2001). |
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4.2 |
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Amendment to Shareholder Rights Agreement, dated February 15, 2011 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2011). |
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4.3 |
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Second Amendment to Shareholder Rights Agreement, dated January 6, 2012 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2012). |
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4.4 |
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Third Amendment to Shareholder Rights Agreement, dated February 19, 2016, between Scott’s Liquid Gold-Inc. and Broadridge Corporate Issuer Solutions, Inc. |
Exhibit 4.4
THIRD AMENDMENT TO
SHAREHOLDER RIGHTS AGREEMENT
This Third Amendment to Shareholder Rights Agreement, dated as of February 19, 2016 (this “ Third 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 the Rights Agent are parties to that certain Shareholder Rights Agreement, dated February 21, 2001 (the “ Rights Agreement ”), as amended by the Amendment to Shareholder Rights Agreement, dated February 15, 2011 (the “ First Amendment ”) and as further amended by the Second Amendment to Shareholder Rights Agreement, dated January 6, 2012 (the “ Second Amendment ” and, collectively with the Rights Agreement, the First Amendment and the Second Amendment, the “ Amended Rights Agreement ”);
WHEREAS , the Company desires to extend the term of the Amended Rights Agreement for an additional five years and increase the exercise price under the Amended Rights Agreement to $12.00;
WHEREAS , pursuant to Section 27 of the Amended Rights Agreement, prior to the Distribution Date (as defined therein), the Board of Directors of the Company (the “ Board ”), upon the vote of a majority of the Board then in office (a “ Majority ”), may from time to time supplement or amend the Amended Rights Agreement without the approval of any holders of the rights granted therein;
WHEREAS , a Majority has voted to amend the Amended Rights Agreement as set forth in this Third Amendment; and
WHEREAS , the Company now desires to amend the Amended Rights Agreement as set forth in this Third Amendment.
NOW THEREFORE , in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:
A. The first sentence of Section 7.a. shall be amended and restated as follows:
SECTION 7. EXERCISE OF RIGHTS; EXERCISE PRICE; EXPIRATION DATE OF RIGHTS.
a. Except as otherwise provided herein, the registered holder of any Rights Certificate may exercise the Rights evidenced thereby in whole or in part at any time from and after the Distribution Date and at or prior to the Close of Business on February 21, 2021 (the “ Expiration Date ”) or the earlier redemption of the Rights.
B. The second sentence of Section 7.b. shall be amended and restated in its entirety as follows:
The purchase price for each share of Common Stock issuable pursuant to the exercise of a Right (the “ Exercise Price ”) shall be $12.00, subject to adjustment as provided in Section 11 hereof, and payable in such currency of the United States of America as at the time of payment is legal tender for the payment of private and public debt.
C. Effectiveness . This Third 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 Amended Rights Agreement and all related documents as amended hereby shall remain in full force and effect.
D. Governing Law . This Third 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 Amended Rights Agreement except to the extent specifically amended hereby.
E. Counterparts . This Third 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 Third Amendment to be duly executed as an instrument under seal and attested, all as of the day and year first above written.
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SCOTT’S LIQUID GOLD-INC. |
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BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent |
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/s/ Mark E. Goldstein |
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/s/ John P. Dunn |
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Mark E. Goldstein President and Chief Executive Officer |
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John P. Dunn Vice President |
[Signature Page to Third Amendment to Amended Rights Agreement]