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): March 28, 2006
SCOTT'S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
Colorado 001-13458 84-0920811
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4880 Havana Street, Denver, CO 80239
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (303) 373-4860
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 March 28, 2006, we entered into an Asset Purchase and Sale
Agreement (the "Agreement") with Keltec Dispensing Systems USA
Inc., a Delaware corporation. Pursuant to the Agreement, we will
sell a portion of our plastic molding equipment and related
machinery (the "plastics equipment"), for a purchase price of
$85,000 in cash. This equipment has been used to make plastic
components, such as caps, used on the containers for our
products. The Agreement provides for a closing at a mutually
agreeable date prior to July 1, 2006.
As a condition to the Agreement, we also entered into a Lease
Agreement with Keltec (the "Lease") pursuant to which we will
lease to Keltec the space that is located in our Denver facility
and has been used for the operations of the plastics equipment.
The lease also includes the use of certain common areas and
equipment. The annual Lease payment is $108,450 plus a portion
of the utility payments for the building that includes the
leased space. The term of the Lease is three years beginning
upon the closing of the Agreement. Keltec may renew the lease
for an additional term of three years upon advance written notice
under the same terms and conditions, except that during the renewal
term the rent will it be increased by the same percentage as the
increase in the CPI-Denver from the commencement date to the
initial expiration date.
Concurrently with the signing of the Agreement, we entered into a
Supply Agreement with Keltec (the "Supply Agreement"), pursuant to
which Keltec will manufacture and supply to us certain plastic
components used on our product containers. The initial term of the
Supply Agreement is for a period of 18 months, with a pricing
adjustment possible for the last six months of the term. In
addition, the Supply Agreement may be renewed for an additional
twelve months upon mutual consent of the parties provided the
parties agree to renewal pricing based on guidelines in the Supply
Agreement. The Supply Agreement may also be terminated by mutual
agreement, upon a material breach of the terms, or upon 30-days
notice by either party during any renewal period.
SIGNATURES
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.
SCOTT'S LIQUID GOLD-INC.
(Registrant)
Date: March 31, 2006 /s/ Jeffry B. Johnson
-----------------------------
By: Jeffry B. Johnson
Chief Financial Officer and
Treasurer