S-8 1 a2032927zs-8.txt FORM S-8 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
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 ----------------------- -------------- ---------------- ----------------- ---------------- Common Stock 750,000 $.6875 (2) $515,625 $136.13 ($.10 par value)
------------------- (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 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.
Exhibit No. Description. ----------- ----------- 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.
3 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 EXHIBITS INDEX
Exhibit No. Description ----------- ----------- 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.
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