UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2021
SCOTT’S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
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Colorado
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001-13458
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84-0920811
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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8400 E. Crescent Parkway, Suite 450, Greenwood Village, CO
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80111
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (303) 373-4860
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act.
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Title of each class
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Trading Symbol
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Name of exchange on which registered
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The Separation Agreement, Waiver and Release described in Item 5.02 below is incorporated in this Item 1.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Mr. Goldstein
On April 29, 2021, Scott’s Liquid Gold-Inc. (the “Company”), announced that Mark E. Goldstein, the President and Chief Executive Officer of the Company and a member of the Board of Directors, retired effective as of April 26, 2021. In connection with Mr. Goldstein’s retirement, the Company and Mr. Goldstein entered into a Separation Agreement, Waiver and Release (the “Separation Agreement”), pursuant to which the Company will pay Mr. Goldstein $720,000 in severance payments (equal to 18 months base salary) over a period of 30 months and reimbursement for the costs of continuing health benefits for a period of 18 months. In exchange, Mr. Goldstein provided a broad release of the Company, agreed to assist with transitional matters and agreed to vote at the Annual Meeting of the Company’s Shareholders as recommended by the Company. Following Mr. Goldstein’s retirement, the Employment Agreement, dated as of March 26, 2014, by and between the Company and Mr. Goldstein is terminated and no longer in effect, except for those provisions that are intended to survive Mr. Goldstein’s separation from service, including non-disclosure, non-solicitation and non-competition provisions.
Appointment of Interim Co-Presidents
Effective as of April 26, 2021, Kevin Paprzycki and Tisha Pedrazzini have been appointed as Interim Co-Presidents.
Kevin Paprzycki, age 50, has been employed by the Company as Chief Financial Officer, Treasurer and Corporate Secretary (Principal Financial Officer and Chief Accounting Officer) since June 2018. Mr. Paprzycki also serves as a member of the Company’s Board of Directors. Prior to joining the Company, Mr. Paprzycki was employed by Westmoreland Coal Company and its subsidiary, Westmoreland Resource Partners, LP, where he served as Chief Executive Officer from December 2015 to November 2017 and as Westmoreland Coal Company’s Chief Financial Officer from May 2006 to December 2015 and Westmoreland Resource Partners’ Chief Financial Officer from December 2014 to July 2015. Mr. Paprzycki was also a member of each company’s board of directors. Mr. Paprzycki became a certified public accountant in 1994 and a certified financial manager and certified management accountant in 2004.
Tisha Pedrazzini, age 45, currently serves as a member of the Company’s Board of Directors. Ms. Pedrazzini is the Founder and Chief Innovation Officer of TSP Marketing Transformation, LLC, a consulting firm that advises clients on brand transformation, innovative growth, and organization optimization. Prior to founding TSP, Ms. Pedrazzini was President at The Integer Group/TBWA, where she oversaw all aspects of building and growing the agency. She led a team of over 400 agency partners across five offices, working with sales and marketing leadership teams across many Fortune 500 clients to deliver advertising, big idea development, go-to-market strategies, and digital, eCommerce, DTC, social media, and consumer insights for existing and emerging brands. She holds a B.S. in Marketing and Biology from the University of Colorado. In connection with her appointment, Ms. Pedrazzini will be compensated at a rate of $20,000 per month and will be eligible for a cash bonus and equity awards at the discretion of the Board of Directors.
Item 7.01.Regulation FD Disclosure.
On April 29, 2021, the Company issued a press release announcing Mr. Goldstein’s retirement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The information in this Item 7.01 and contained in Exhibit 99.1 will not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as is expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits: The following exhibits are filed as part of this report:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SCOTT’S LIQUID GOLD-INC.
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Date:
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April 29, 2021
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By:
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/s/ Kevin A. Paprzycki
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Kevin A. Paprzycki
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Chief Financial Officer
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Exhibit 99.1
Corporate & financial news release
MARK GOLDSTEIN TO RETIRE AS SCOTT’S LIQUID GOLD CEO AND CHAIRMAN
Board of Directors Appoint Tisha Pedrazzini and Kevin Paprzycki as Interim Co-Presidents
GREENWOOD VILLAGE, COLORADO – April 29, 2021 – Scott’s Liquid Gold-Inc.’s (OTC: SLGD) Board of Directors today announced the following organizational changes:
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Mark Goldstein, CEO and Chairman, retired from the Company and Board effective April 26, 2021.
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Tisha Pedrazzini, current Board member, and Kevin Paprzycki, current Board member and CFO, have been appointed Interim Co-Presidents in addition to their other responsibilities. Tisha, who joined Scott’s Board of Directors in January, brings strong sales, marketing, brand management and over 20 years of CPG experience, and Kevin, who has been CFO since 2018, brings significant financial and operational experience to the Office of the President.
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Dan Roller, current Board Member, has been named Chairman of the Board of Directors
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Since becoming chief executive officer in 1990, Mark Goldstein has grown SLG through product innovation, brand acquisition and superior sales relationships. The Company has more than doubled sales since 2010, and has grown its portfolio into 12 high-quality brands. Mark has been instrumental in Scott’s acquisition and growth strategy.
Gerald “Bud” Laber, Scott’s Liquid Gold’s lead independent director, said, “On behalf of the entire board, I thank Mark for his strong leadership and his commitment to the company for nearly 43 years. Mark’s vision and dedication have not only led the company through difficult times but have also positioned Scott’s well for future growth. Under Mark’s leadership, Scott’s has developed a portfolio of high-quality, high value brands and built longstanding relationships with some of America’s largest retailers.”
“It has been a privilege to serve as Scott’s Liquid Gold’s CEO for over three decades and to work with our incredibly dedicated and talented employees and management team,” said Mr. Goldstein. “I am tremendously proud of what we have built together and am highly confident in Tisha and Kevin’s leadership moving forward. Our 70 years of history could never have happened without our great consumers, supportive retail customers, terrific partners, and the thousands of employees over the years that called Scott's Liquid Gold home. I thank them all!”
Mr. Paprzycki said, “I am grateful for the opportunity to have worked with and learned from Mark over the past few years. I speak for all employees in thanking him for the passion and immense efforts he brought to the Company. He will be greatly missed.”
About Scott’s Liquid Gold-Inc.
Scott’s Liquid Gold-Inc. develops, markets, and sells high-quality, high-value household and personal care products nationally and internationally to mass merchandisers, drugstores, supermarkets, hardware stores, e-commerce retailers, other retail outlets, and to wholesale distributors. Over the last 65+ years we have developed a reputation for delivering products that consumers know and trust.
Our flagship product, Scott’s Liquid Gold® Wood Care, is a leader in its category and is known for bringing life back to and protecting all types of natural wood surfaces. Our Kids N Pets® brands are award winning, safe, nontoxic, stain and odor removing products targeted toward households with children and pets. Our newly acquired Biz and Dryel are top performing laundry care products, with Biz being a top stain removing laundry additive, and Dryel being the market leader in at-home dry cleaning.
Scott’s Liquid Gold-Inc. also owns Neoteric Cosmetics, a personal care company with a rich history of offering products that deliver high-quality, proven results that customers expect. Neoteric’s personal care products are embraced and respected by both medical professionals and consumers alike and include brands such as Alpha® Skin Care, Prell®, and Denorex®. Neoteric Cosmetics is also the proud American specialty channel distributor for Batiste Dry Shampoo.
Note Regarding Forward-Looking Statements
This news release may contain "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," “strategy,” "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe”, "potential," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.
Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and the Company's subsequent Quarterly Reports on Form 10-Q and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent filings with the Securities and Exchange Commission.
Investor Relations Contact:
Kevin Paprzycki, CFO
303.576.6032