scottsliquidgold_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
 
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
_______________________
SCOTT’S LIQUID GOLD-INC.
 
(Name of Subject Company)
_______________________
Common Stock, $0.10 par value
(Title of Class of Securities)
810202101
(CUSIP Number of Class of Securities)
_______________________
William J. Golden
Polymathes Capital LLC
20 Nassau Street, Suite M
Princeton, New Jersey 08542
(609) 945-1690
 
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the persons filing statement)
 
With Copy To:
Nassau Legal Advisory
177 Nassau Street
Princeton, New Jersey 08542
December 17, 2012
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [   ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7(b) 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 purposes 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
 
 
SCHEDULE 13D
 
CUSIP Number:  810202101
 
1
NAMES OF REPORTING PERSONS.
 
Polymathes Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) o
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    
 
o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
72,495
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
72,495
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
72,495
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
o
  13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
.66%
 14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
  
 
2
 
 
SCHEDULE 13D
 
CUSIP Number:  810202101
 
1
NAMES OF REPORTING PERSONS.
 
Polymathes Founder Fund LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 
(a) o
(b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)    
 
o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware, United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
493,192
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
493,192
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
493,192
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
  
o
  13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.51%
 14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
3
 
 
Item 1.  Security and Issuer.
 
This Statement on Schedule 13D relates to the Common Stock, $0.10 par value per share of Scott’s Liquid Gold-Inc. (“Issuer”), a Colorado corporation.  Issuer is located at 4880 Havana Street, Denver, Colorado 80239.
 
Item 2.  Identity and Background.
 
This Statement is being jointly filed by Polymathes Capital LLC and Polymathes Founder Fund LP (the “Reporting Persons”) pursuant to Rule 13d-1 under the Securities and Exchange Act of 1934, as amended (the “Act”).  Set forth below is certain information with respect to each Reporting Person.
 
Polymathes Capital LLC (“Polymathes Capital”)
 
Polymathes Capital is a limited liability company formed in Delaware with its business address at 20 Nassau Street, Suite M, Princeton, New Jersey 08542.  The business telephone is (609) 945-1690.  The members are William J. Golden and John Wachter.  Each member is a citizen of the United States.  During the last five years, neither Polymathes Capital  nor, to the best of its knowledge, any of its members has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Polymathes Founder Fund LP (“Polymathes Founder Fund”)
 
Polymathes Founder Fund is a limited partnership formed in Delaware with its business address at 20 Nassau Street, Suite M, Princeton, New Jersey 08542.  The business telephone is (609) 945-1690.  The general partner is Polymathes Capital.  During the last five years, neither Polymathes Founder Fund nor, to the best of its knowledge, its general partner has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
 
4
 
 
Item 3.  Source and Amount of Funds or other consideration
 
The Reporting Persons may be deemed to be the beneficial owner of, in aggregate, 565,687 Shares.  The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $118,857.20 (including commissions and premiums).  The source of funding for these Shares was the general working capital of the respective purchasers.
 
Item 4.  Purpose of Transaction
 
The Reporting Persons acquired the Shares with the belief that the Shares were undervalued.  The Reporting Persons believe Issuer may hold value for significantly larger companies or private equity investors.  The Reporting Persons are considering ways for the Issuer to maximize shareholder value but have reached no conclusion.  The Reporting Persons may in the future seek to have discussions with the Issuer.
 
Item 5.  Interest in Securities of the Issuer
 
(a)  
 The Reporting Persons may be deemed to beneficially own, in the aggregate, 565,687 Shares, representing approximately 5.17% of the Issuer’s outstanding Shares (based upon the 10,937,000 Shares stated to be outstanding as of November 9, 2012 by the Issuer in Issuer’s Form 10-Q for the quarterly period ended September 30, 2012).
 
(b)  
For purposes of this Schedule 13D: Polymathes Capital has sole voting and sole dispositive power with regards to 72,495 Shares.  Polymathes Founder Fund has sole voting and sole dispositive power with regards to 493,192 Shares.  William Golden and John Wachter, by virtue of their relationship to Polymathes Capital, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares that Polymathes Capital directly beneficially owns.  William Golden and John Wachter disclaim beneficial ownership of such Shares for all other purposes.
 
(c)  
The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 5:00 p.m., New York City time, on December 27, 2012.  All such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
 
Name of Reporting Person
  
Date of Transaction
  
Amount of Shares
    
Price Per Share
  
                 
Polymathes Founder Fund LP
  
10/23/2012
     100,000       0.1206  
Polymathes Founder Fund LP
  
10/24/2012
     50,000       0.1206  
Polymathes Founder Fund LP
  
10/24/2012
     100       0.1270  
Polymathes Founder Fund LP
  
10/25/2012
     50,800       0.1206  
Polymathes Founder Fund LP
  
10/26/2012
     9,997       0.1307  
Polymathes Founder Fund LP
  
11/1/2012
     30,000       0.1357  
Polymathes Founder Fund LP
  
11/1/2012
     20,000       0.1307  
Polymathes Founder Fund LP
  
11/1/2012
     15,000       0.1307  
Polymathes Founder Fund LP
  
11/1/2012
     1       1.1300  
Polymathes Founder Fund LP
  
11/1/2012
     20,000       0.1332  
Polymathes Founder Fund LP
  
11/12/2012
     10,000       0.1432  
Polymathes Founder Fund LP
  
11/21/2012
     4,700       0.1759  
Polymathes Founder Fund LP
  
11/26/2012
     8,000       0.2211  
Polymathes Founder Fund LP
  
11/26/2012
     7,121       0.2864  
Polymathes Founder Fund LP
  
11/27/2012
     500       0.3470  
Polymathes Founder Fund LP
  
11/27/2012
     5,000       0.3467  
Polymathes Founder Fund LP
  
11/27/2012
     9,000       0.3015  
Polymathes Founder Fund LP
  
11/28/2012
     170       0.3159  
 
 
5
 
 
Polymathes Founder Fund LP
11/28/2012
     69       0.3445  
Polymathes Founder Fund LP
11/29/2012
     69       0.3635  
Polymathes Founder Fund LP
11/29/2012
     2,900       0.3507  
Polymathes Founder Fund LP
11/30/2012
     75       0.3608  
Polymathes Founder Fund LP
11/30/2012
     1,100       0.3492  
Polymathes Founder Fund LP
11/30/2012
     10,000       0.4015  
Polymathes Founder Fund LP
11/30/2012
     5,000       0.4015  
Polymathes Founder Fund LP
12/3/2012
     5,000       0.3819  
Polymathes Founder Fund LP
12/3/2012
     10,000       0.3819  
Polymathes Founder Fund LP
12/3/2012
     10,000       0.3819  
Polymathes Founder Fund LP
12/3/2012
     5,000       0.3769  
Polymathes Founder Fund LP
12/3/2012
     5,000       0.3719  
Polymathes Founder Fund LP
12/4/2012
     30,000       0.3492  
Polymathes Founder Fund LP
12/4/2012
     6,000       0.3266  
Polymathes Founder Fund LP
12/5/2012
     700       0.3015  
Polymathes Founder Fund LP
12/7/2012
     2,090       0.3015  
Polymathes Founder Fund LP
12/10/2012
     2,500       0.3266  
Polymathes Founder Fund LP
12/12/2012
     200       0.3350  
Polymathes Founder Fund LP
12/13/2012
     10,000       0.3317  
Polymathes Founder Fund LP
12/13/2012
     5,000       0.3317  
Polymathes Founder Fund LP
12/17/2012
     10,000       0.3819  
Polymathes Founder Fund LP
12/17/2012
     5,000       0.3719  
Polymathes Founder Fund LP
12/17/2012
     5,000       0.3518  
Polymathes Founder Fund LP
12/17/2012
     2,000       0.3518  
Polymathes Founder Fund LP
12/17/2012
     3,625       0.3316  
Polymathes Founder Fund LP
12/19/2012
     10,253       0.3317  
Polymathes Founder Fund LP
12/26/2012
     1,122       0.3216  
Polymathes Founder Fund LP
12/26/2012
     5,000       0.2864  
                   
Polymathes Capital LLC
11/12/2012
     40,000       0.1457  
Polymathes Capital LLC
11/26/2012
     10,000       0.2814  
Polymathes Capital LLC
11/27/2012
     7,000       0.3015  
Polymathes Capital LLC
11/29/2012
     10,000       0.3920  
Polymathes Capital LLC
12/3/2012
     3,000       0.3819  
Polymathes Capital LLC
12/17/2012
     495       0.3520  
Polymathes Capital LLC
12/17/2012
     2,000       0.3819  
 
 
6
 
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 
Item 7.  Material to be Filed as Exhibits.
 
Exhibit     Description
     
1.   Joint Filing Agreement, between Polymathes Capital LLC and Polymathes Founder Fund LP, dated December 28, 2012.
 
 
7
 
                           
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
  Polymathes Capital LLC  
       
Dated: December 28, 2012
By:
/s/ William J. Golden  
    Name: William J. Golden  
    Title: Member  
 
  Polymathes Founder Fund LP  
       
 
By:
/s/ John Wachter  
    Name: John Wachter  
    Title: Member of General Partner  
 
 8