UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 5)
Under the Securities Exchange Act of 1934
SCOTT'S LIQUID GOLD-INC.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
810-202101
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(CUSIP number)
TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087
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(Name, address and telephone number of person authorized to receive notices and
communications)
JUNE 11, 2013
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [_]
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 810-202101
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1. Name of Reporting Person
TIMOTHY JOHN STABOSZ
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
NOT APPLICABLE (b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization UNITED STATES
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Number of (7) Sole Voting Power 806,662
Shares ____________________________________________
Beneficially (8) Shared Voting Power 0
Owned by ____________________________________________
Each (9) Sole Dispositive Power 806,662
Reporting ____________________________________________
Person With (10) Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned 806,662
by each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
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13. Percent of Class Represented by Amount in Row (11) 7.2%
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14. Type of Reporting Person (See Instructions) IN
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ITEM 1. Security and Issuer
Common stock of Scott's Liquid Gold-Inc. ("the company"), 4880 Havana
Street, Denver, CO 80239.
ITEM 2. Identity and Background
The reporting person, Timothy J. Stabosz, 1307 Monroe Street, LaPorte, IN
46350, a natural person and United States citizen, is engaged as a private
investor. He has not been convicted in a criminal proceeding (excluding
traffic violations or other similar misdemeanors) in the last 5 years, and has
not been a party to any proceedings, or subject to any judgements, enjoinments,
decrees, et al., related to violations of state or federal securities laws, in
his lifetime.
ITEM 3. Source and Amount of Funds or Other Consideration
Personal funds in the aggregate amount of $184,855.34 have been used to
effect the purchases. No part of the purchase price represents borrowed funds.
ITEM 4. Purpose of Transaction
The reporting person is the largest outside shareholder of Scott's
Liquid Gold. He has acquired the shares for investment purposes.
On June 6, 2013, the reporting person submitted a letter (via e-mail) to
the SLGD Board of Directors (see Exhibit #1). In the letter, the reporting
person made a formal "books and records" request, under the Colorado Business
Corporation Act. The reporting person seeks to review board and Special
Committee minutes (if any), from 1999-2001, and 2010 to date, related to
discussions of interest in purchasing the company, or formal bids received.
(The reporting person has not received a response from the company, yet.)
Over the years, the reporting person has received reports from SLGD
suitors, in which the CEO has indicated a "fantasy valuation" of $100+ million
for the company, an outrageous number having no foundation in reality. The
reporting person believes the CEO has used these tactics to "scare off"
potential bidders, so that the CEO can maintain his licentious employment
sinecure, and his spouse's nepotistic sinecure. As SLGD's largest outside
shareholder, the reporting person seeks to secure and protect his investment in
the company, from a board that has shown a distinct lack of concern, over a
disturbing pattern of "self-dealing" on the part of the CEO. As the board
refused to allow a new independent member to be placed on it (per the reporting
person's request), 3 years ago, sourced from the outside shareholder base
directly, the reporting person, and all outside shareholders, have been left "on
the outside looking in." Meanwhile, a nakedly self-interested founding family
scion, CEO Mark Goldstein, continues to "have his way" with Scott's Liquid Gold,
despite that CEO having caused the company to suffer net losses for 10
CONSECUTIVE YEARS, AND 14 OUT OF THE LAST 15 YEARS. This is unconscionable.
Separately, but also on June 6, 2013, the reporting person engaged in a
phone conversation with CEO Mark Goldstein, in which the reporting person
offered to purchase all of the common shares of the company held by Mr.
Goldstein, at a purchase price of 50 cents per share. (The proposed purchase
was conditioned upon the company waiving its 15% "poison pill.") Mr. Goldstein
declined the offer. The reporting person made the offer, because he believes
the board, in a false, misleading, and malicious fashion, attempted to paint
this long term (5 1/2 year) shareholder as a short-term "opportunist," in a
letter to the reporting person, filed in an 8-K dated June 5th, 2013. The
reporting person wrote a response to the 8-K letter, dated June 10, 2013. (See
Exhibit #2.)
The reporting person believes the board continues to evidence that its
primary imperative is the protection of CEO Mark Goldstein's and his spouse's
sinecures with the company, and that the board has no interest in maximizing
value for ALL stockholders. Consequently, the reporting person believes
the board continues to dissemble, hiding behind the "business judgement rule,"
and facilitating the maintenance of Mr. Goldstein's outrageous 22 year record
of wanton value destruction, incompetence, nepotism, and self-entrenchment as
CEO.
The reporting person intends to review his investment in the company on a
continual basis and engage in discussions with management and the Board of
Directors concerning the governance, business, operations, and future plans of
the company. Depending on various factors, including, without limitation, the
company's financial position and investment strategy, the price levels of the
common stock, conditions in the securities markets, and general economic and
industry conditions, the reporting person may, in the future, take such
actions with respect to his investment in the company as he deems appropriate
including, without limitation, communicating with other stockholders, seeking
Board representation, making proposals to the company concerning the
capitalization and operations of the issuer, purchasing additional shares of
common stock or selling some or all of his shares, or changing his intention
with respect to any and all matters referred to in Item 4.
Other than as indicated in this and previous 13D filings, the reporting
person has no plans or proposals which relate to, or could result in, any
matters referred to in subsections (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
As of the close of business on June 10, 2013, the reporting person has sole
voting and dispositive power over 806,662 shares of Scott's Liquid Gold, Inc.'s
common stock. According to the company's 1st quarter 2013 Form 10-Q, as of May
13, 2013 there were 11,201,622 common shares outstanding. The reporting person
is therefore deemed to own 7.2% of the company's common stock. Transactions
effected by the reporting person, since the previous 13D Amendment #4, in the
last 60 days, were performed in ordinary brokerage transactions, and are
indicated as follows:
None
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None
ITEM 7. Material to be Filed as Exhibits
Exhibit #1: Books and records request to the SLGD board dated June 6, 2013.
Exhibit #2: Letter to the SLGD board dated June 11, 2013.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date 06/11/13
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor