As filed with the Securities and Exchange Commission December 16, 2008
Registration No. 333-________
==========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SCOTT'S LIQUID GOLD-INC.
(Exact Name of Registrant as Specified in Its Charter)
COLORADO 84-0920811
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4880 Havana Street
Denver, Colorado 80239
(303) 373-4860
(Address, Including Zip Code, and Telephone Number
of Registrant's Principal Executive Offices)
2005 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Jeffry B. Johnson
Treasurer and Chief Financial Officer
Scott's Liquid Gold-Inc.
4880 Havana Street
Denver, Colorado 80239
(303) 373-4860
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ](Do not check if a smaller reporting company)
Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price offering registration
be registered registered (1) per share (2) price fee
----------------- -------------- ------------- --------- ------------
Common Stock 900,000 $0.14 $126,000 $4.95
($0.10 par value)
(1) This Registration Statement also includes such indeterminate
number of shares as may be issued to prevent dilution
resulting from stock splits, stock dividends, or similar
transactions in accordance with Rule 416 under the Securities
Act of 1933.
(2) Estimated pursuant to rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the registration
fee and based on the average of the high and low sales prices
for the Registrant's common stock as reported on the OTC
Bulletin Board on December 10, 2008.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8
NO. 333-126028
This registration statement registers an additional 900,000 shares
of Common Stock for issuance under the Scott's Liquid Gold-Inc. 2005
Incentive Stock Plan as amended. The contents of the Form S-8
Registration Statement filed with the Securities and Exchange Commission
on June 22, 2005 (Registration No. 333-126028) are hereby incorporated
by reference.
EXHIBITS
Exhibit No. Description
4.3 Scott's Liquid Gold-Inc. 2005 Stock Incentive Plan, as
amended.
5.1 Opinion of Holland & Hart LLP, counsel for the Company.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman, P.C.,
Independent Public Accountants.
23.2 Consent of Holland & Hart LLP (contained in their
opinion filed as Exhibit 5.1).
24 Powers of Attorney.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Denver, State of Colorado, on
December 16, 2008.
SCOTT'S LIQUID GOLD-INC.
By: /s/ Mark E. Goldstein
-------------------------------------
Mark E. Goldstein
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
-------------------------------------------------------------------------
*
-------------------- President, Chief Executive December 16, 2008
Mark E. Goldstein Officer, and Director
*
-------------------- Director December 16, 2008
Jeffrey R. Hinkle
*
-------------------- Chief financial Officer and December 16, 2008
Jeffry B. Johnson Director
*
-------------------- Director December 16, 2008
Dennis P. Passantino
*
-------------------- Director December 16, 2008
Carl A. Bellini
*
-------------------- Director December 16, 2008
Dennis H. Field
*
-------------------- Director December 16, 2008
Gerald J. Laber
* /s/ Jeffry B. Johnson
-------------------------------------
Jeffry B. Johnson, for himself and as
Attorney-in-fact for the named
directors who together constitute
all of the members of the Board
Exhibit Index
Exhibit No. Description
4.3 Scott's Liquid Gold-Inc. 2005 Stock Incentive Plan, as
amended.
5.1 Opinion of Holland & Hart LLP, counsel for the Company.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman, P.C.,
Independent Public Accountants.
23.2 Consent of Holland & Hart LLP (contained in their
opinion filed as Exhibit 5.1).
24 Powers of Attorney.