UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
SCOTT'S LIQUID GOLD, INC.
-------------------------------------------------------------------------------
(Name of issuer)
COMMON STOCK
-------------------------------------------------------------------------------
(Title of class of securities)
810-202101
--------------------------------------------------------
(CUSIP number)
TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087
-------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
MAY 9, 2011
--------------------------------------------------------
(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
--------------------------------------------------------------------------------
1. Name of Reporting Person
TIMOTHY JOHN STABOSZ
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
NOT APPLICABLE (b) [_]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) PF
--------------------------------------------------------------------------------
5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization UNITED STATES
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 543,636
Shares ____________________________________________
Beneficially (8) Shared Voting Power 0
Owned by ____________________________________________
Each (9) Sole Dispositive Power 543,636
Reporting ____________________________________________
Person With (10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned 543,636
by each Reporting Person
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 5.0%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------
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 $142,566.03 have been used to
effect the purchases. No part of the purchase price represents borrowed funds.
ITEM 4. Purpose of Transaction
The reporting person has acquired the shares for investment purposes.
The reporting person submitted a letter (attached hereto) to the Board of
Directors, dated May 9, 2011, indicating his intent to withhold his support
for 5 out of the 6 directors (Messrs. Goldstein, Johnson, Field, Bellini, and
Hinkle) up for nomination at the May 18th, 2011 Annual Meeting, and also his
intent to vote against Proposal #2 (to expand the number of options available
for grant). In his letter, the reporting person also draws attention to a
number of intractable problems at the Company (most notably, a longstanding
record of CEO value destruction, a board lacking in independence, and, as a
result, a deeply troubling unwillingness of the board to hold the CEO
accountable). In the letter, the reporting person also makes a number of
requests of the Company, including, but not limited to: 1) appointing one or
more new outside board members, who own material amounts of stock (the
reporting person offers himself up as a candidate), 2) separating the role of
Chairman and CEO, 3) reconstituting the membership of the Compensation
Committee to make it fully arms-length from the CEO, 4) releasing the list of
peer group companies in the previous Maxus Group Compensation study, and 5)
honestly confronting the question of whether the current CEO is the right
person for the job.
It is the intent of the reporting person to draw the Board's attention to
the concerns noted in his letter, so that the Board will begin a long and
painful process of beginning to rebuild trust with the Company's outside
shareholder base, and so that the Board will set up a much needed "Chinese
Wall" between the CEO and the Board of Directors...of a family run company
that has evidenced a disturbing lack of such separation.
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 (including the letter attached hereto) 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 May 6, 2011, the reporting person has sole
voting and dispositive power over 543,636 shares of Scott's Liquid Gold, Inc.'s
common stock. According to the company's April 20, 2011 proxy statement, as of
March 29, 2011 there were 10,898,500 common shares outstanding. The reporting
person is therefore deemed to own 5.0% of the company's common stock.
Transactions effected by the reporting person since March 18, 2011 were
performed in ordinary brokerage transactions, and are indicated as follows:
05/06/11 bought 1700 shares @ $.306
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Not Applicable
ITEM 7. Material to be Filed as Exhibits
Letter to the Scott's Liquid Gold, Inc. Board of Directors, dated May 9, 2011.
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 05/09/11
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor