UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
Under the Securities Exchange Act of 1934
SCOTT'S LIQUID GOLD, INC.
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(Name of issuer)
COMMON STOCK
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(Title of class of securities)
810-202101
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(CUSIP number)
TIMOTHY J. STABOSZ, 1307 MONROE STREET, LAPORTE, IN 46350 (219) 324-5087
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(Name, address and telephone number of person authorized to receive notices and
communications)
DECEMBER 11, 2012
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(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [_]
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).
CUSIP No. 810-202101
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1. Name of Reporting Person
TIMOTHY JOHN STABOSZ
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_]
NOT APPLICABLE (b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization UNITED STATES
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Number of (7) Sole Voting Power 764,227
Shares ____________________________________________
Beneficially (8) Shared Voting Power 0
Owned by ____________________________________________
Each (9) Sole Dispositive Power 764,227
Reporting ____________________________________________
Person With (10) Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned 764,227
by each Reporting Person
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12. Check if the Aggregate Amount in Row (11) Excludes [_]
Certain Shares
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13. Percent of Class Represented by Amount in Row (11) 7.0%
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14. Type of Reporting Person (See Instructions) IN
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ITEM 1. Security and Issuer
Common stock of Scott's Liquid Gold, Inc. ("the company"), 4880 Havana
Street, Denver, CO 80239.
ITEM 2. Identity and Background
The reporting person, Timothy J. Stabosz, 1307 Monroe Street, LaPorte, IN
46350, a natural person and United States citizen, is engaged as a private
investor. He has not been convicted in a criminal proceeding (excluding
traffic violations or other similar misdemeanors) in the last 5 years, and has
not been a party to any proceedings, or subject to any judgements, enjoinments,
decrees, et al., related to violations of state or federal securities laws, in
his lifetime.
ITEM 3. Source and Amount of Funds or Other Consideration
Personal funds in the aggregate amount of $174,039 have been used to
effect the purchases. No part of the purchase price represents borrowed funds.
ITEM 4. Purpose of Transaction
The reporting person has acquired the shares for investment purposes. He
continues to believe he is the largest unaffiliated shareholder of Scott's
Liquid Gold.
The reporting person submitted a letter to the board of directors, dated
December 11, 2012 (see Exhibit #1). In the letter, the reporting person
chastises the board for fabricating a far flung assortment of phantasmagoric
allegations against the reporting person, in a degraded "bought attorney
letter." (See the company's 8-K filing dated December 3, 2012.) The
reporting person believes that a truly independently-governed, and
self-respecting board would communicate DIRECTLY with its largest outside
shareholder, rather than hiring a 3rd party "mercenary" to engage in
destructive and demeaning threats, bluster, and brinksmanship. The reporting
person further alleges that, besides countenancing charges that the board
knows are patently false, even more troublingly, the board has brazenly
attempted to coerce and stifle the reporting person, in the legitimate
exercise of his First Amendment rights.
The reporting person believes that the board's disproportionate and
exceedingly antagonistic response, to his mere request for a MEETING with the
board, evidences that the company's Chairman and CEO, Mark Goldstein,
continues to have his yoke fully placed upon the board, maintaining it in a
position of being fully subservient, subjugated, and docile to Mr. Goldstein's
wishes...with the board's primary imperative being the maintenance of Mr.
Goldstein's astonishing 22 year record of self-entrenchment as CEO.
The reporting person repeats his demand that the board show appropriate
accountability, and meet with major outside shareholders, no later than
immediately after the closing of the real estate transaction described in the
company's Form 8-K dated November 21, 2012, to discuss the appropriate use of
the proceeds from said transaction.
The reporting person intends to review his investment in the company on a
continual basis and engage in discussions with management and the Board of
Directors concerning the governance, business, operations, and future plans of
the company. Depending on various factors, including, without limitation, the
company's financial position and investment strategy, the price levels of the
common stock, conditions in the securities markets, and general economic and
industry conditions, the reporting person may, in the future, take such
actions with respect to his investment in the company as he deems appropriate
including, without limitation, communicating with other stockholders, seeking
Board representation, making proposals to the company concerning the
capitalization and operations of the issuer, purchasing additional shares of
common stock or selling some or all of his shares, or changing his intention
with respect to any and all matters referred to in Item 4.
Other than as indicated in this (including the letter attached hereto) and
previous 13D filings, the reporting person has no plans or proposals which
relate to, or could result in, any matters referred to in subsections (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
As of the close of business on December 11, 2012, the reporting person has
sole voting and dispositive power over 764,227 shares of Scott's Liquid Gold,
Inc.'s common stock. According to the company's 3rd quarter 2012 Form 10-Q, as
of November 9, 2012 there were 10,937,000 common shares outstanding. The
reporting person is therefore deemed to own 7.0% of the company's common stock.
Transactions effected by the reporting person, since November 21, 2012, were
performed in ordinary brokerage transactions, and are indicated as follows:
11/30/12 sold 10,000 shares @ $.3995
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None
ITEM 7. Material to be Filed as Exhibits
Exhibit #1: Letter dated December 11, 2012 to the SLGD Board of Directors
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date 12/12/12
Signature Timothy J. Stabosz
Name/Title Timothy J. Stabosz, Private Investor