0001013594-19-000670.txt : 20191104 0001013594-19-000670.hdr.sgml : 20191104 20191104142310 ACCESSION NUMBER: 0001013594-19-000670 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191104 DATE AS OF CHANGE: 20191104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Scott's Liquid Gold - Inc. CENTRAL INDEX KEY: 0000088000 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 840920811 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10347 FILM NUMBER: 191189238 BUSINESS ADDRESS: STREET 1: 4880 HAVANA ST STREET 2: SUITE 400 CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033734860 MAIL ADDRESS: STREET 1: 4880 HAVANA ST STREET 2: SUITE 400 CITY: DENVER STATE: CO ZIP: 80239 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTS LIQUID GOLD INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISZO CAPITAL LP CENTRAL INDEX KEY: 0001484190 IRS NUMBER: 271649960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 415 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-775-4394 MAIL ADDRESS: STREET 1: 415 MADISON AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 scottsliquid13da-110419.htm NOVEMBER 4, 2019
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(RULE 13D-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
 
(Amendment No. 1)*
 
Scott’s Liquid Gold-Inc.
(Name of Issuer)
 
Common Stock $.10 par value
(Title of Class of Securities)
 
810202101
(CUSIP Number)
 
Eric Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 31, 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), 13d-1(f) or 13d-1(g), check the following box [X].
 
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

 1
NAMES OF REPORTING PERSONS
 
IsZo Capital LP
2
 
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see Instructions)
 
WC
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
950,197
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
950,197
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,197
 
12
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
 
14
TYPE OF REPORTING PERSON (see Instructions)
PN
 

1
NAMES OF REPORTING PERSONS
 
IsZo Capital GP LLC
2
 
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see Instructions)
 
WC, AF
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
950,197
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
950,197
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,197
 
12
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%  
14
TYPE OF REPORTING PERSON (see Instructions)
OO
 

 1
NAMES OF REPORTING PERSONS
 
IsZo Capital Management LP
2
 
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see Instructions)
 
WC, AF
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
950,197
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
950,197
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,197
 
12
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%
 
14
TYPE OF REPORTING PERSON (see Instructions)
PN
 

1
NAMES OF REPORTING PERSONS
 
Brian L. Sheehy
2
 
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see Instructions)
(a)
(b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (see Instructions)
 
WC, AF
5
 
 
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
 
8
SHARED VOTING POWER
950,197
 
9
SOLE DISPOSITIVE POWER
0
 
10
SHARED DISPOSITIVE POWER
950,197
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
950,197
 
12
 
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6%  
14
TYPE OF REPORTING PERSON (see Instructions)
IN. HC
 

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. 
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Persons may be deemed to constitute a group pursuant to Rule 13d-5(b) as a result of entering into a Joint Filing Agreement as described below and filed as an exhibit to this statement. If the Reporting Persons are deemed to have formed a group, the Reporting Persons could be deemed to beneficially own the shares collectively held by the group, which would be an aggregate 950,197 shares or 7.6% of the Common Stock of the Company; however, each of the Reporting Persons disclaims beneficial ownership of the shares held by other members of the group except as expressly set forth herein.
The aggregate purchase price of the 950,197 shares of Common Stock beneficially owned by the Reporting Persons is approximately $1,330,275.80, not including brokerage commissions, which was funded with partnership funds of the Fund.  The Fund effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it 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.

Item 5.
Interest in Securities of the Issuer.
Subsections (a) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as set forth below:
(a)            As of the date of this filing, the Reporting Persons may be deemed to beneficially own 950,197 shares (the “Shares”), or approximately 7.6% of the outstanding Common Stock of the Issuer. The aggregate percentages of Common Stock reported owned by the Reporting Persons is based upon approximately 12,459,463 shares outstanding, which is the total number of common shares outstanding on August 6, 2019 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2019.
(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, or, to the best of the knowledge of the Reporting Persons, by any of the other persons named in response to Item 2, if any.

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

Dated:            November 4, 2019
 
 
ISZO CAPITAL LP
 
By:
IsZo Capital GP LLC, its General Partner
 
 
 
 

By: s/ Brian L. Sheehy                                                                     
 
 
       Name:  Brian L. Sheehy
       Title:    Managing Member
 
 
ISZO CAPITAL GP LLC
 
 
 
 
By:
/s/ Brian L. Sheehy  
 
 
Name: Brian L. Sheehy
 
 
Title:   Managing Member
   
 
ISZO CAPITAL MANAGEMENT LP
 
By:
IsZo Management Corp., its General Partner
 
 
 
 
 
By: /s/ Brian L. Sheehy   
 
 
       Name:  Brian L. Sheehy
       Title:    President
 
 
 


/s/ Brian L. Sheehy
 
 
Brian L. Sheehy
 
       

 

SCHEDULE 1
Transaction in Securities of the Issuer During the Past 60 Days

Date
Security
Amount of Shs. Bought/(Sold)
Approx. price ($) per Share
 
10/31/2019
Common Stock
(500,000)
$1.151




1 Not including brokerage commissions.