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): May 4, 2005
SCOTT'S LIQUID GOLD-INC.
(Exact name of Registrant as specified in its charter)
Colorado 001-13458 84-0920811
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
4880 Havana Street, Denver, CO 80239
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (303) 373-4860
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))
Total pages: 3
Item 1.01 Entry into a Material Definitive Agreement.
On May 4, 2005, the Company's wholly-owned subsidiary, Neoteric
Cosmetics, Inc. ("Neoteric"), entered into a new distribution
agreement with Montagne Jeunesse International Ltd ("Montagne
Jeunesse") covering the Company's distribution of Montagne
Jeunesse products. It replaces a distribution agreement in
effect since 2000. In the new agreement, Montagne Jeunesse
appoints Neoteric as its exclusive distributor to market and
distribute Montagne Jeunesse products in the United States of
America. The appointment is for a period of 18 months,
commencing May 3, 2005, and continues in force until terminated
by either party by giving to the other party no less than three
months' notice in writing of a termination at the end of the
initial term of 18 months or any time after the initial term.
In the agreement, Neoteric agrees, among other things: Not to
distribute during the duration of the agreement and for 36
months thereafter any goods of the same description as and
which compete with the Montagne Jeunesse products; to use its
best endeavors to develop, promote and sell the products in the
United States and to expand the sale of the products to all
potential purchasers by all reasonable and proper means; to
purchase certain core products; to maintain an inventory of
the products for Neoteric's own account at a level which is
based on three months agreed forecasted sales for the products
throughout the United States; and to submit projections of
product requirements on a rolling six month basis. Montagne
Jeunesse undertakes to use all reasonable endeavors to meet all
orders for the products to the extent that such orders do not
exceed the forecast for each type of the products. Both parties
agree to suggested targeted sales for the first five years of
the agreement as stated in the agreement. The prices for the
products are the published list prices as established by Montagne
Jeunesse from time to time, with three months written notice of
any change in the published list prices. No party may assign or
transfer any rights or obligations under the agreement or
subcontract the performance of any obligation.
The agreement may also be terminated for a material breach if
the breaching party has failed to remedy the breach within 30 days
after receipt of notice in writing and for certain other events.
Montagne Jeunesse may terminate the agreement (1) if Neoteric
changes its organization or methods of business in a way viewed
by Montagne Jeunesse as less effective or (2) if there is a change
in control of Neoteric.
The principal and controlling owner of Montagne Jeunesse, Gregory
Butcher, owned beneficially, to the knowledge of the Company, at
March 15, 2005 approximately 10.0% of the Company's outstanding
common stock. The Company's sales of Montagne Jeunesse products
accounted in 2004 and to date in 2005 for a significant portion
of the Company's total net revenues.
SIGNATURES
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.
SCOTT'S LIQUID GOLD-INC.
(Registrant)
Date: May 10, 2005 /s/ Jeffry B. Johnson
-----------------------------
By: Jeffry B. Johnson
Chief Financial Officer and
Treasurer