<PAGE>
As filed with the Securities and Exchange Commission on December 12, 2000
File No.___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCOTT'S LIQUID GOLD-INC.
(Exact name of issuer 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, CO 80239
(Address of Principal Executive Offices and Zip Code)
1998 STOCK OPTION PLAN
(Full title of plan)
Mark E. Goldstein
President
Scott's Liquid Gold-Inc.
4880 Havana Street
Denver, Colorado 80239
(Name and address of agent for service)
(303) 373-4860
(Telephone number, including area code, of agent for service)
Copy to: Holland & Hart LLP
Attn: Mark R. Levy
555 Seventeenth Street, Suite 3200
Denver, Colorado 80202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Securities to Amount to be maximum offering maximum aggregate Amount of
be registered registered (1) price per share offering price registration fee
----------------------- -------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock 750,000 $.6875 (2) $515,625 $136.13
($.10 par value)
</TABLE>
<PAGE>
-------------------
(1) Plus 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 6, 2000.
Exhibits Index on Page 5
Total Number of Pages 5
2
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
NO. 333-67141
The contents of the Form S-8 Registration Statement filed with the
Securities and Exchange Commission on November 11, 1998 (Registration No.
333-67141) is hereby incorporated by reference.
EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description.
----------- -----------
<S> <C>
4.3 Scott's Liquid Gold-Inc.'s 1998 Stock Option Plan, as amended.
5.1 Opinion of Holland & Hart LLP, counsel for the Company.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Holland & Hart LLP (contained in their opinion filed as Exhibit 5.1).
24 Powers of Attorney.
</TABLE>
3
<PAGE>
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 11, 2000.
SCOTT'S LIQUID GOLD-INC.
By: /s/ Mark E. Goldstein
------------------------------------
Mark E. Goldstein, President
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Date Name and Title
---- --------------
December 11, 2000 Mark E. Goldstein, )
Director, President, )
Principal Executive Officer )
)
December 11, 2000 Carolyn J. Anderson, ) By: /s/ Mark E. Goldstein
Director ) --------------------------
) Mark E. Goldstein, in the
December 11, 2000 Jeffry B. Johnson, ) capacity indicated and
Chief Financial Officer ) Attorney-In-Fact for the
) named Officers and named
) Directors, who constitute
December 11, 2000 Dennis H. Field, ) all of the Directors of
Director ) the Company.
)
December 11, 2000 Carl A. Bellini, )
Director )
)
December 11, 2000 James F. Keane, )
Director )
)
December 11, 2000 Jeffrey R. Hinkle, )
Director )
4
<PAGE>
EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.3 Scott's Liquid Gold-Inc.'s 1998 Stock Option Plan, as amended.
5.1 Opinion of Holland & Hart LLP, counsel for the Company.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Holland & Hart LLP (contained in their opinion filed as Exhibit 5.1).
24 Powers of Attorney.
</TABLE>
5
