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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Scott's Liquid Gold-Inc.
(Exact name of Registrant as specified in its charter)
Colorado 84-0920811
(State of incorporation or (I.R.S. Employer Identification
organization) No.)
4880 Havana Street
Denver, Colorado 80239-0019
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
Securities Act registration statement file number to which this form
relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.10 per share
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Scott's Liquid Gold-Inc. (the "Company") is authorized to issue 50,000,000
shares of the Company's common stock, $.10 par value per share. The Company
also has authorized 20,000,000 shares of preferred stock.
Common Stock
Each outstanding share of Common Stock entitles the holder to one vote.
Cumulative voting in the election of directors is not permitted. A majority of
the Company's outstanding shares entitled to vote, when present in person or by
proxy, constitute a quorum at a meeting of shareholders. When a quorum is
present, the number of nominees equaling the number of directors to be elected
and having the highest number of votes cast in favor of their election are
elected to the Board of Directors. Except as otherwise required by law, if a
quorum is present, a matter is approved if the votes cast favoring the matter
exceed the votes cast opposing the matter.
Holders of shares of Common Stock are entitled to receive dividends if and
when declared by the Board out of funds legally available therefor, subject to
any preference that may be applicable to any then outstanding preferred stock.
Upon the voluntary or involuntary liquidation of the Company, holders of Common
Stock are entitled to receive ratably all assets remaining after payment of all
obligations of the Company and the liquidation preference of any then
outstanding preferred stock. Holders of Common Stock have no preemptive or
conversion rights to acquire securities of the Company. There are no redemption
or sinking fund provisions applicable to the Common Stock. The outstanding
shares of the Common Stock are fully paid and nonassessable, and the shares of
Common Stock to be issued upon completion of this offering will be fully paid
and nonassessable.
Preferred Stock
The Board of Directors has the authority, without further vote or action by
the shareholders (unless shareholder approval is required in a specific case by
applicable laws or regulations or stock exchange rules) to issue from time to
time up to 20,000,000 shares of preferred stock as one class without series or
in one or more series and to fix by resolution the designations, preferences,
limitations and relative rights of the one class or each such series. The class
as a whole or any series of preferred stock could, as determined by the Board of
Directors at the time of issuance, rank with respect to dividends, limited
voting rights, redemption and liquidation rights, senior to the Company's Common
Stock.
If issued, the preferred stock would have no voting rights except for the
following: (a) voting rights required by applicable law (which currently
provides for a vote of a class or series for certain amendments to the articles
of incorporation affecting the class or series), (b) voting rights which the
Board of Directors may grant to the class or a series of the preferred stock
with respect to any amendment of the Company's Articles of Incorporation which
adversely affects any right, preference or a limitation of the class or series,
and (c) voting rights which the Board of Directors may grant to the class or a
series of the preferred stock to elect a certain number of directors of the
Company if there is a failure to pay dividends on the class or series for a
period of time or to make a mandatory redemption payment when due for the class
or series. The terms, conditions and limitations of any such voting rights will
be determined by the Board of Directors, including the number of directors to be
elected and the time period for which there must be a failure to pay any
dividends for voting rights to occur.
Certain Effects of Authorized but Unissued Stock
The issuance of additional Common Stock or shares of preferred stock could
have the effect of diluting voting power per share or the book value per share
of the outstanding Common Stock. Also, the existence of unissued and unreserved
Common Stock or preferred stock could, in certain instances, render more
difficult or discourage a merger, tender offer or proxy contest, and thus
potentially have an "anti-takeover" effect. An issuance of stock can make
acquisition of a company more difficult or more costly. An issuance of stock
could deter the type of transactions that may be proposed or could discourage or
limit the shareholders' participation in certain type of transactions that might
be proposed (such as a tender offer), whether or not such transactions were
favored by the majority of the shareholders, and could enhance the ability of
officers and directors to retain their position. The Board of Directors of the
Company will, however, consider any proposals to acquire control of the Company
that may arise in the future in accordance with their fiduciary duties and their
judgment as to the best interests of the shareholders of the Company at that
time. The Company's Articles of Incorporation and Bylaws do not presently
contain provisions having an anti-takeover effect.
ITEM 2. EXHIBITS.
1. Restated Articles of Incorporation, as amended and restated through May 1,
1996, incorporated by reference to Exhibit 3.1 of the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1996.
2. Bylaws, as amended through February 27, 1996, incorporated by reference to
Exhibit 3.2 of Annual Report on Form 10-K for the year ended December 31,
1995.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
SCOTT'S LIQUID GOLD-INC.
Date: November 5, 1999
Barry Shepard
Treasurer
