UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 4)
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)
MAY 23, 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 unaffiliated shareholder of Scott's
Liquid Gold. He has acquired the shares for investment purposes.
Notwithstanding CEO Mark Goldstein's atrocious record of value
destruction, including losing money for all 10 of the last 10 years, the
reporting person believes that the core "Liquid Gold" brand, in particular,
retains substantial brand equity, and is ripe for a sale, that would unlock
considerable value for shareholders.
The reporting person submitted a letter to the board of directors, dated
May 23, 2013 (see Exhibit #1). In the letter, the reporting person accuses
the CEO, Mark Goldstein, of "pocketing" bids and expressions of interest to
purchase the company, over many years, with a Goldstein "stacked" board
impudently and brazenly "turning its head the other way." (The reporting
person gives three specific examples of how bonafide M&A players, seriously
interested in the company, were "shown the door" or "ignored" by Mr.
Goldstein, with no evidence of independent board involvement whatsoever.)
In the same letter, the reporting person announced his intention to
present a shareholder proposal (see Exhibit #2) "off the floor" at the June
14, 2013 annual meeting, calling for the company to form a Special Committee,
and to formally put itself up for sale. The reporting person states that there
are interested parties he has spoken to, that he believes would be willing to
offer a substantial premium to the current stock price, in a buyout, and that
any offer of 50 cents or more for the company (as a result of a robust
"shopping" process), should be accepted by the board. The reporting person
noted that if the company received credible offer(s) to be bought, and the
board failed in its duty to form a Special Committee to examine such offers
(arms length from the CEO Mark Goldstein), that the reporting person intends
to sue the board for breach of fiduciary responsibility.
The reporting person stated also, in the letter, that if Mr. Goldstein
wants to continue to "run" the company, he should be forced to take it private
at a fair price, or the company should engage in a tender offer, at 50 cents
per share, to take out those holders who want to separate from the failed
manager that Goldstein has evidenced himself to be.
The reporting person believes the board continues to evidence that its
primary imperative is the protection of CEO Mark Goldstein's and his wife's
sinecures with the company, and that the board has no interest in maximizing
value for ALL stockholders. Consequentially, 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, and self-entrenchment as CEO.
Separately, the reporting person announces his voting intentions for the
aforementioned annual shareholder meeting. He intends to vote to WITHHOLD the
entire board of directors, to vote AGAINST the executive pay ("say on pay"),
to vote for ONE YEAR "say on pay" in the future, and to vote FOR Proposal #4,
the shareholder proposal calling on the company to adopt cumulative voting.
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 May 23, 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, in the last 60 days, were performed in
ordinary brokerage transactions, and are indicated as follows:
04/03/13 bought 10,000 shares @ $.266
04/04/13 bought 500 shares @ $.261
04/05/13 bought 2200 shares @ $.261
04/08/13 bought 2300 shares @ $.261
04/25/13 bought 5000 shares @ $.25
05/10/13 bought 5000 shares @ $.221
05/13/13 bought 10,000 shares @ $.24
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: Letter to the SLGD board dated May 23, 2013.
Exhibit #2: Shareholder proposal calling for the Scott's Liquid Gold board to
put the company up for sale, to be introduced "off the floor" at the Annual
Meeting on June 14, 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 05/23/13
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor