UNITED STATES
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): August 22, 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) |
Registrant’s telephone number, including area code: (303) 373-4860
(Former name or former address, if changed since last report.)
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.
On August 22, 2016, Scott’s Liquid Gold-Inc., a Colorado corporation (the “Company”), through its wholly owned subsidiary, Neoteric Cosmetics, Inc., entered into an amendment to its distribution agreement with Church & Dwight Co., Inc. (the “Amendment”). The Amendment extends the term of the existing distribution agreement through December 31, 2017, which will be extended automatically for additional one-year terms, unless terminated by either party 180 days prior to the end of the relevant term. Among other things, the Amendment adds Toppik products, a line of hair care, color and styling products, to the portfolio of brands the Company will distribute through the specialty retailer channel and effective January 1, 2017, eliminates hair salons and distributors to hair salons from the Company’s distribution channels for all products it distributes for Church & Dwight.
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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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10.1 |
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Amendment to Customer Agreement, dated as of July 1, 2016, between Church & Dwight Co., Inc., and Neoteric Cosmetics, 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: |
August 23, 2016 |
By: |
/s/ Barry J. Levine |
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Barry J. Levine |
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Chief Financial Officer, Chief Operating Officer and Treasurer |
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Exhibit
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Exhibit Description |
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10.1 |
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Amendment to Customer Agreement, dated as of July 1, 2016, between Church & Dwight Co., Inc., and Neoteric Cosmetics, Inc. |
Exhibit 10.1
Amendment to Customer Agreement
This Amendment (this “Amendment”) to the Customer Agreement (the “Agreement”), is dated as of July 1, 2016, between Church & Dwight Co., Inc., with offices at 500 Charles Ewing Blvd., Ewing, New Jersey 08628 (“C&D”) and Neoteric Cosmetics, Inc., with offices at 4880 Havana Street, Suite 400, Denver, Colorado 80239-0019 (“Customer”) (the “Amendment Effective Date”).
WHEREAS, C&D and/or one or more of its affiliates manufactures and/or markets, sells and distributes various products throughout the world and is interested in having Customer continue to sell and distribute certain of C&D’s products;
WHEREAS, Customer wishes to continue to sell and distribute certain of C&D’s products in certain specified retailer channels in the United States; and
WHEREAS, Customer wishes to commence selling certain other of C&D’s products as specified herein in specified retailer channels in the United States.
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein the parties hereby agree as follows:
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1. |
Renewal of Term . Pursuant to Section 2 of the Agreement, the parties hereby acknowledge that the Agreement is renewed for an additional one (1) year term ending on December 31, 2017. |
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2. |
Amendments . The following provisions of the Agreement are hereby amended. |
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a. |
The first paragraph of Section 1 of the Agreement is hereby amended and restated in its entirety as follows: |
1. APPOINTMENT . C&D hereby appoints Customer, and Customer hereby accepts such appointment, as C&D’s exclusive customer to distribute the “Products” (as defined below) to the “Authorized Specialty Retailers” (as defined below) for resale in the United States. Customer agrees to notify C&D in advance of contacting any Authorized Specialty Retailer for sale of the Toppik brand of products. C&D shall not directly distribute Products to any Authorized Specialty Retailer for resale in the United States except through Customer. C&D represents and warrants that the Products may be lawfully sold in the United States.
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b. |
Section 1(a) of the Agreement is hereby amended to include the Toppik brand of products and is restated in its entirety as follows: |
The “Products” shall be certain products of C&D as authorized by C&D , including without limitation the Batiste and Toppik brands of products and such additional products as shall be listed on a “Products and Pricing List” to be delivered by C&D as of the Effective Date and from time to time thereafter pursuant to the terms of this Agreement;
c. Section 2 of the Agreement is hereby amended as follows:
The words and numbers “one hundred and twenty (120) days” shall be replaced with the words and numbers “one hundred and eighty (180) days.”
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d. |
Exhibit A referenced in Section 4 of the Agreement is hereby is amended by adding the following products to Exhibit A to the Skin and Hair Care Operating Segment: |
Prell® Shampoo and Hair Care Products
Denorex® Dandruff Shampoo and Hair and Scalp Care Products
Zincon® Dandruff Shampoo and Hair and Scalp Care Products
e.
Section 6(b) of the Agreement is hereby amended and restated in its entirety as follows:
(b) C&D shall supply the Products to Customer in the manner in which C&D supplies the Products to its own accounts (e.g. C&D may supply Products to Customer which may include promotional offers that C&D provides to its own accounts), subject to paragraph 7(c) hereof; provided however, that if Customer reasonably determines that an Authorized Specialty Retailer will not be able to accommodate a promotional offer, Customer shall not be obligated to purchase Products from C&D subject to such promotional offers and C&D shall endeavor to provide substitute Products to Customer that are not subject to such promotional offers. Customer shall be solely responsible for any and all of the requirements of the Authorized Specialty Retailers including, but not limited to, maintenance and service or packaging of the Products and any modifications to packaging by Customer shall be the sole responsibility of Customer and be in compliance with all laws and requirements of Authorized Specialty Retailers.
f.
Section 6(e) of the Agreement is hereby amended and restated in its entirety as follows:
(e) Beginning on October 3, 2016 and on a monthly basis thereafter, Customer will provide C&D with a twelve (12) month rolling order forecast of Customer’s projected demand for such twelve (12) month period (each a "Forecast"). The projected demand for the first three (3) months of each Forecast will set forth the total quantity of Products that Customer will order for delivery, pursuant to a purchase order, during such three (3) month period and will represent a commitment by Customer to purchase and pay for the quantity of Products indicated therein and delivered by C&D (the "Binding Forecast"). The Binding Forecast will specify the quantities for each Product required on a monthly basis. The remaining nine (9) months of each such Forecast will be a non-binding, good faith estimate of the quantity of Products that Customer expects to order for delivery during such period (the "Estimated Forecast").
g.
Section 6(f) shall be added to the Agreement immediately following Section 6(e) as follows:
(f) Beginning on October 1, 2016, Customer shall transition responsibility for sales of Batiste to salon customers and certain other customers to C&D, as reflected on the updated list of Authorized Specialty Retailers to be delivered as of the Amendment Effective Date; provided that all sales to salon customers and certain other customers as reflected on the updated list of Authorized Specialty Retailers to be delivered as of the Amendment Effective Date shall be for the benefit of Customer under the terms of the Agreement as amended through December 31, 2016.
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Pricing . As of the Amendment Effective Date, C&D shall deliver an updated Products and Pricing List approved by Customer. |
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Ratification . Except as specifically amended hereby, the Agreement shall remain in full force and effect, without modification, and is hereby ratified and confirmed. |
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Amendment . In the event of a conflict between a provision of the Agreement and this Amendment, the provisions of this Amendment shall control. Any prior or other agreements or representations between the parties regarding such matters shall be null and void unless expressly set forth in this Amendment. |
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Counterparts . This Amendment may be executed and delivered in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective duly authorized representatives as of the date first written above.
NEOTERIC COSMETICS, INC. CHURCH & DWIGHT CO., INC
By: /s/ Mark Goldstein By: /s/ William A. Beschner
Name: Mark Goldstein Name: William A. Beschner
Title: President & CEO Title: VP Sales Planning & Development