UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Scott’s Liquid Gold-Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

810202101

(CUSIP Number)

Summers Value Fund LP

Attn: Andrew Summers

299 Milwaukee Street, Suite 326

Denver, CO 80206

With a copy to:

Amy Taylor Wilson

Bryan Cave Leighton Paisner LLP

1201 West Peachtree Street, N.W.,

14th Floor

Atlanta, GA 30309

Tel: (404)572-6926

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 28, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*            The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on November 14, 2018 (as amended from time to time, the “Schedule 13D”) filed by Summers Value Fund LP (“Summers Value Fund”), Summers Value Partners GP LLC, Summer Value Partners LLC and Andrew Summers (“Mr. Summers” and collectively with Summers Value Fund, Summers Value Partners GP LLC and Summer Value Partners LLC the “Reporting Persons”) with respect to the Common Stock, par value $0.10 per share (the “Common Stock”), of Scott’s Liquid Gold–Inc., a Colorado corporation (the “Corporation”). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. This Amendment No. 1 amends the Schedule 13D to supplement the Schedule 13D as follows:

The aggregate purchase price of the 746,064 shares of Common Stock beneficially owned by the Reporting Persons is approximately $1,504,617, not including brokerage commissions, which was funded with partnership funds of Summers Value Fund LP. No part of the purchase price represents borrowed funds.

Item 4 is hereby amended to add the following:

On January 28, 2019, Summers Value Fund delivered a letter to the Corporation’s Corporate Secretary, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference (the “Nomination Letter”). The Reporting Persons believe that the Common Stock of the Corporation is dramatically undervalued on an absolute basis and relative to industry peers, trading at three times current year EV/EBITDA with a pristine balance sheet, strong free cash flow generation and an attractive portfolio of beauty and skin care products. Significant opportunities exist to create value for the benefit of all stockholders based on actions within the control of management and the board of directors (the “Board”) of the Corporation. As one of the only industry participants with a completely un-levered balance sheet, capital deployment—including share repurchases and dividends in addition to bolt-on product acquisitions—could be utilized to create meaningful stockholder value over the long run. In the Nomination Letter, Summers Value Fund expresses its belief that Mr. Summers’ experience, background and financial acumen will allow Mr. Summers to bring valuable expertise to the Board.

To that end, the Nomination Letter provides written notice of the Reporting Persons’ intent to nominate Mr. Summers (the “Nominee”) for election to the Board at the Corporation’s 2019 annual meeting of stockholders. The Reporting Persons believe that the Nominee is a highly qualified candidate with substantial relevant experience who can effectively represent stockholders in the assessment, oversight and execution of initiatives that can maximize stockholder returns.

Biographical information relating to the Nominee is set forth below.

Andrew Summers is currently the sole managing member of Summers Value Partners GP LLC and Summers Value Partners LLC. Summers Value Fund LP makes investments across the global health care sector, including animal health and consumer health companies, with a focus on small and micro-cap stocks. Mr. Summers started his investment career in 1998 at INVESCO Funds Group where he became the Co-Portfolio Manager of a $3.5 billion health care fund. He founded Silvergate Capital Management LLC in 2004 where he managed a health care hedge fund. Mr. Summers grew Silvergate to over $100 million in assets under management while compounding capital at 12.3% per year, net of fees, over three years. Mr. Summers joined Janus Henderson Investors in 2008 and spent the following decade investing across the global health care sector with $75 billion in assets. In 2014, Mr. Summers also served as an observer on the board of directors of Diplomat Pharmacy Inc. (NYSE: DPLO), which is now a $1 billion market cap publicly traded company. Mr. Summers graduated with a degree in business administration from the University of Wisconsin-Whitewater and a master’s degree in finance from the University of Wisconsin-Madison. Mr. Summers is certified as a Chartered Financial Analyst (CFA).

The Reporting Persons have engaged, and intend to continue to engage, in communications with the Corporation’s management team and Board regarding means to enhance stockholder value.

Items 5(a) and (c) are hereby amended and restated in their entirety to read as follows:

(a) As of the date of this filing, the Reporting Persons beneficially own 746,064 shares (the “Shares”), or approximately 6.01%, of the outstanding Common Stock of the Corporation (calculated based on information included in the Form 10-Q filed by the Corporation for the fiscal quarter ended September 30, 2018, which reported that 12,408,177 shares of Common Stock were outstanding as of November 12, 2018).

(c) Except as set forth on Schedule 1 hereto, no transactions in the Common Stock were effected during the past 60 days by the Reporting Persons.

Item 6 is hereby amended to add the following:

On January 28, 2019, Summers Value Fund and Mr. Summers entered into an Indemnification Agreement, which is attached hereto as Exhibit 99.2.

Item 7 is hereby amended to add the following exhibits:

Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE 1

Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:

(1)      Not including any brokerage fees.

(2)      For those purchases indicated with footnotes (3)-(5), the price per share reported is a weighted average price. For those purchases without a footnote, the price per share reported is the exact purchase price of all shares acquired on such date. The Reporting Persons undertake to provide to the Corporation, any security holder of the Corporation or the staff of the Securities and Exchange Commission, upon request, further information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (3)-(5) to this Schedule 13D.

(3)      These shares were purchased at prices ranging from $2.39-$2.40.

(4)      These shares were purchased at prices ranging from $2.30-$2.40. 

(5)      These shares were purchased at prices ranging from $2.29-$2.40.

None.

None.

None.

Exhibit 99.1

Summers value fund lp

299 Milwaukee street

Suite 326

Denver, co 80206
(404) 419-2670

January 28, 2019

BY ELECTRONIC MAIL AND OVERNIGHT DELIVERY

Scott’s Liquid Gold-Inc.

4880 Havana Street

Suite 400

Denver, CO 80239

Attn: Kevin Paprzycki, Corporate Secretary

Re: Notice of Nomination of Person for Election as Director

Dear Mr. Paprzycki:

Summers Value Fund LP, a Delaware limited partnership (“Summers Value Fund”), is the beneficial owner of 746,064 shares of Common Stock, $0.10 par value per share (“Common Stock”), of Scott’s Liquid Gold-Inc. (the “Company”), one share of which Summers Value Fund holds of record.

In accordance with Article 2, Section 2.14 of the Company’s bylaws, Summers Value Fund is submitting this letter to nominate one person for election to the Board of Directors of the Company (the “Board”) at the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The person Summers Value Fund is nominating for election to the Board is Mr. Andrew Summers (“Mr. Summers” or the “Nominee”).

As required by Article 2, Section 2.14(c) of the Company’s bylaws, we hereby advise you that:

To avoid the need for a public proxy contest, Summers Value Fund hopes that the Company will appoint the Nominee to the Board and recommend to the Company’s stockholders that they vote to elect the Nominee. Should that not be the case, the Nominating Persons are prepared to move forward with an appropriate solicitation of proxies to elect the Nominee.

In the event the Company does not appoint the Nominee to the Board and a public proxy contest is necessary, we currently anticipate that the participants (as contemplated within the meaning of Item 4 of Schedule 14A) in such a solicitation would include the Nominee, Summers Value Fund, Summers Value Partners GP LLC and Summers Value Partners LLC (the “Proposed Participants”). The methods the Proposed Participants expect to employ in the solicitation may include filing a proxy statement with the U.S. Securities and Exchange Commission (the “Commission”), mailing the proxy statement to stockholders and engaging a proxy solicitor to solicit proxies from stockholders.

To the knowledge of Summers Value Fund, as the date hereof and except as set forth herein (including Schedule A), (i) during the past ten years, no Proposed Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Proposed Participant directly or indirectly beneficially owns any securities of the Company; (iii) no Proposed Participant owns any securities of the Company which are owned of record but not beneficially; (iv) except for the transactions set forth on Schedule A, none of Proposed Participants have purchased or sold Common Stock of the Company in the last two years; (v) no part of the purchase price or market value of the securities of the Company owned by any Proposed Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities except as provided below; (vi) no Proposed Participant is, or within the past year was, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Proposed Participant owns beneficially, directly or indirectly, any securities of the Company; (viii) no Proposed Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no Proposed Participant or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Proposed Participant or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no Proposed Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Annual Meeting.

The Proposed Participants may effect purchases of securities through margin accounts maintained with prime brokers, which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

The Nominating Parties estimate the total cost of a public solicitation of proxies to range from $150,000 to $200,000. To date, the Nominating Persons have spent approximately $25,000 in furtherance of submitting this nomination in connection with the solicitation of stockholders. In the event the Nominee is elected to the Board, we may seek to have the costs of the nomination and, if applicable, solicitation of proxies reimbursed by the Company. If such reimbursement is approved by the Board, stockholders approval would not be required.

In the event you believe we have failed to provide the information required under the Company’s bylaws, please contact us immediately. To the extent that you may reasonably request certain information, representations or agreements in a prescribed form under the Company’s bylaws, we hereby request that you provide us with any such requested information on or before Friday, February 1, 2019 to provide us with adequate time to prepare a response prior to the February 5, 2019 deadline for submission of nominations for election as stated in the Company’s proxy statement. We do note, however, that the deadline for submission of nominations for election as director calculated pursuant to the Company’s bylaws yields a nomination window of between January 20, 2019 and February 19, 2019, which is later than the window disclosed in the Company’s proxy statement. Unless we hear from you on or before Friday, February 1, 2019, we will assume that this notice has been accepted by the Company as timely and in compliance with the Company’s bylaws.

If you have any questions regarding this material, please contact Andrew Summers ((303)801-3336) of Summers Value Fund LP or Rick Miller (404-572-6787) of Bryan Cave Leighton Paisner LLP.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

Kindly sign the enclosed copy of this letter and return it to us in the enclosed envelope to acknowledge receipt.

Receipt of a copy of the foregoing letter

and all attachments thereto is acknowledged.

SCOTT’S LIQUID GOLD-INC.

Exhibit 99.2

Summers value fund lp

299 Milwaukee street

Suite 326

Denver, co 80206
(404) 419-2670

January 28, 2019

Re: Scott’s Liquid Gold–Inc.

Dear Mr. Summers:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Scott’s Liquid Gold–Inc. (the “Corporation”) in connection with the proxy solicitation that Summers Value Fund LP and its affiliates (collectively, “Summers Value Fund”) are considering undertaking to nominate and elect a director at the Corporation’s 2019 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements or continuations thereof (the “Summers Value Fund Solicitation”).

Summers Value Fund agrees to indemnify and hold you harmless from and against any and all claims of any nature, whenever brought, arising from the Summers Value Fund Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional violations of law, criminal actions or material breach of the terms of this agreement; provided, further, that upon your becoming a director of the Corporation, this indemnification shall not apply to any claims made against you in your capacity as a director of the Corporation. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, causes of action, as well as all costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitral action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Summers Value Fund Solicitation and any related transactions (each, a “Loss”). Summers Value Fund will not enter into any settlement of Loss without your consent unless such settlement includes a release of you from any and all liability in respect of such Loss.

This agreement shall be governed by the laws of the State of Colorado, without regard to the principles of the conflicts of law thereof.

If you agree to the foregoing terms, please sign below to indicate your acceptance.

[Signatures on following page]