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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/10/19 Scott’s Liquid Gold - Inc. 8-K/A:2,9 10/01/19 4:924K ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 8-K/A Amendment to Current Report HTML 26K 2: EX-23.1 Consent of Experts or Counsel HTML 5K 3: EX-99.1 Miscellaneous Exhibit HTML 97K 4: EX-99.2 Miscellaneous Exhibit HTML 136K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2019
SCOTT’S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
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Colorado |
84-0920811 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Registrant’s telephone number, including area code: (303) 373-4860
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Exchange Act.
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Title of each class |
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Trading Symbol |
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Name of exchange on which registered |
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None |
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None |
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None |
Item 2.01 Completion of Acquisition or Disposition of Assets.
This Amendment No.1 on Form 8-K/A (“Form 8-K/A”) amends the Current Report on Form 8-K filed by Scott’s Liquid Gold-Inc. (the “Company”) with the Securities and Exchange Commission (“SEC”) on October 2, 2019 (the “October Form 8-K”). The October Form 8-K reported under Item 2.01 that the Company, through its wholly owned subsidiary SLG Chemicals, Inc. (the “Buyer”), entered into an asset purchase agreement (the “Purchase Agreement”) with Paramount Chemical Specialties, Inc. (the “Seller”) on October 1, 2019. Pursuant to the Purchase Agreement, the Buyer purchased all intangible assets of the Seller, all finished goods inventory owned by the Seller, and all assets used in connection with the manufacture, sale and distribution of the Kids N Pets, Kids N Pets No No No! and Messy Pet brands.
The description of the Purchase Agreement found in this Form 8-K/A is not intended to be complete and is qualified in its entirety by reference to the agreements attached to the October Form 8-K.
This Form 8-K/A provides the financial statements and the pro forma financial information as required by Item 9.01 of Form 8-K. No other modification to the October Form 8-K is being made by this Form 8-K/A. The information previously reported in or filed with the October Form 8-K is hereby incorporated by reference into this Form 8-K/A.
Item 9.01 Financial Statements and Exhibits.
(a)(1) Financial Statements of Businesses Acquired.
The audited financial statements of the Seller as of and for the year ended December 31, 2018, and the unaudited condensed consolidated financial statements of the Seller as of as of September 30, 2019, and for the nine months ended September 30, 2019 and 2018, respectively, and accompanying notes, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
(b)(1) Pro Forma Financial Information.
The unaudited pro forma condensed combined statements of income of the Company for the year ended December 31, 2018 and for the nine months ended September 30, 2019, unaudited pro forma combined balance sheet as of September 30, 2019, and accompanying notes, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
(d) Exhibits.
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Exhibit No. |
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Description |
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23.1 |
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99.1 |
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99.2 |
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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.
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SCOTT’S LIQUID GOLD-INC. |
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Date: December 10, 2019 |
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Chief Financial Officer
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| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/10/19 | |||
| 10/2/19 | 8-K | |||
| For Period end: | 10/1/19 | 8-K | ||
| 9/30/19 | 10-Q | |||
| 12/31/18 | 10-K | |||
| 9/30/18 | 10-Q | |||
| List all Filings | ||||