S-8 1 rs8121608.txt 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.