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): July 17, 2017
SCOTT’S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
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Colorado |
001-13458 |
84-0920811 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(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
Not Applicable
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 17, 2017, Scott’s Liquid Gold-Inc., a Colorado corporation (the “Company”), through its wholly owned subsidiary, Neoteric Cosmetics, Inc., entered into a second amendment to its distribution agreement with Church & Dwight Co., Inc. (the “Amendment”) to, among other things, acknowledge the extension of the term of the distribution agreement through December 31, 2018, which will be extended automatically for additional one-year terms unless terminated by either party upon delivery of written notice within 30 days prior to the end of the relevant term and provide for the addition to the Company’s distribution channels for the Batiste Dry Shampoo products of a number of new authorized specialty retailers and, effective September 1, 2017, to eliminate TJ Maxx and Marshalls (collectively, “TJ Maxx”) from among the authorized specialty retailers. While TJ Maxx accounted for more than 10% of the Company’s aggregate net sales for the full years 2016 and 2015, as a result of the Company’s organic growth and expansion and the impact of including a full year of results in 2017 and future periods from the Company’s 2016 acquisition of the Prell ® , Denorex ® and Zincon ® brands of hair and scalp care products, TJ Maxx was not expected to account for more than 10% of the Company’s aggregate net sales in 2017 or for any of the reasonably foreseeable future periods.
The foregoing description of the Amendment is a summary only and qualified in its entirety by reference to the full text of the Amendment, a conformed copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. Except to the extent amended by the Amendment, the distribution agreement with Church & Dwight Co., Inc., as amended, remains in full force and effect in all respects.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Exhibit Description |
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10.1 |
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Second Amendment to Customer Agreement, dated as of July 17, 2017, 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., a Colorado corporation |
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Dated: July 17, 2017 |
By: /s/ Barry J. Levine Barry J. Levine Chief Financial Officer, Chief Operating Officer and Treasurer |
EXHIBIT INDEX
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Exhibit No. |
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Exhibit Description |
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10.1 |
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Second Amendment to Customer Agreement, dated as of July 17, 2017, between Church & Dwight Co., Inc. and Neoteric Cosmetics, Inc. |
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Exhibit 10.1
Second Amendment to Customer Agreement
This Second Amendment (this “Second Amendment”) to the Customer Agreement, which was amended on July 1, 2016 (the “Agreement”), is dated as of July 17, 2017, 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”).
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; and
WHEREAS, Customer wishes to continue to sell and distribute certain of C&D’s products in certain 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, 2018. |
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2. |
Amendments . The following provisions of the Agreement are hereby amended. |
a. Section 2 of the Agreement is hereby amended as follows:
Effective January 1, 2018, the words and numbers “one hundred and eighty (180) days” shall be replaced with the words and numbers “thirty (30) days.”
c. Section 7(b) of the Agreement is hereby amended to include the following sentence immediately following the end of 7(b):
“Customer agrees to expend an appropriate amount of marketing, advertising and sales promotion activities for the ULTA Authorized Specialty Retailer account in 2018 and not less than it incurred in 2017 as was agreed to between Customer and ULTA”.
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3. |
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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4. |
Amendment . In the event of a conflict between a provision of the Agreement and this Second Amendment, the provisions of this Second 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 Second Amendment. |
IN WITNESS WHEREOF , the parties hereto have caused this Second 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/ Gina Hall
Name: Mark Goldstein Name: Gina Hall