10-K
1
d489826d10k.htm
10-K
10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from to
filed on behalf of:
Commission File Number of issuing entity: 001-32131
Central Index Key Number of issuing entity: 0001284143
Corporate
Backed Trust Certificates, Goldman Sachs Capital I Securities-Backed Series 2004-6 Trust
(Exact Name of Registrant as Specified in Its Charter)
by:
Commission File Number of depositor: 001-11661
Central Index Key Number of depositor: 0000829281
SCS LABS
Corporation
(Exact Name of Depositor as Specified in Its Charter)
Delaware
13-3447441
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
200 Continental Drive, Suite 401, Newark, Delaware
19713
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (646)
285-9000
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange
on Which
Registered
Corporate Backed Trust Certificates, Goldman Sachs Capital I Securities-Backed Series 2004-6
New York Stock Exchange (NYSE)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not applicable.
Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer. See definition
of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
☐
Accelerated Filer
☐
Non-Accelerated Filer
☒
Smaller reporting company
☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrants most recently completed second fiscal quarter.
The registrant has no voting
stock or class of common stock that is held by non-affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
The distribution reports to security holders filed on Form 8-K during the fiscal year in lieu of reports on Form 10-Q which include the reports filed on Form 8-K listed in Item 15(a) hereto are incorporated by reference into part IV of this Annual Report.
Introductory Note
SCS LABS Corporation
(the Depositor) is the Depositor in respect of the Corporate Backed Trust Certificates, Goldman Sachs Capital I Securities-Backed Series 2004-6 Trust (the Trust), a common law trust
formed pursuant to the Standard Terms for Trust Agreements, dated as of January 16, 2001, between the Depositor and U.S. Bank Trust National Association, as trustee (the Trustee), as supplemented by a Series Supplement (the
Series Supplement) dated as of March 19, 2004 in respect of the Trust. The Trusts assets consist solely of capital Securities issued by Goldman Sachs Capital I (the Underlying Securities Issuer). The Certificates
do not represent obligations of, or interests in, the Depositor or the Trustee.
The Goldman Sachs Group, Inc., the issuer of the junior subordinated
debentures, the sole assets held by the Underlying Securities Issuer, is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act). For information on The Goldman Sachs Group,
Inc., please see its periodic and current reports filed with the Securities and Exchange Commission (the Commission) under The Goldman Sachs Group, Inc.s Exchange Act file number, 001-14965.
The Commission maintains a site on the World Wide Web at http://www.sec.gov at which users can view and download copies of reports, proxy and information statements and other information regarding issuers filed electronically through the
Electronic Data Gathering, Analysis and Retrieval system, or EDGAR. Periodic and current reports and other information required to be filed pursuant to the Exchange Act by the issuer of the underlying securities may be accessed on this
site. Neither the Depositor nor the Trustee has participated in the preparation of such reporting documents, or made any due diligence investigation with respect to the information provided therein. Neither the Depositor nor the Trustee has verified
the accuracy or completeness of such documents or reports. There can be no assurance that events affecting the issuer of the underlying securities or the underlying securities have not occurred or have not yet been publicly disclosed which would
affect the accuracy or completeness of the publicly available documents described above.
PART I
Item 1. Business.
Not Applicable
Item 1A. Risk Factors.
Not
Applicable
Item 1B. Unresolved Staff Comments.
Not Applicable
Item 2. Properties.
Not Applicable
Item 3.
Legal Proceedings.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The publicly offered Certificates representing investors interest in the Trust are represented by one or more physical Certificates
registered in the name of Cede & Co., the nominee of The Depository Trust Company. Those publicly offered Certificates are listed on the NYSE.
Item 6. Selected Financial Data.
Not Applicable
Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operation.
Not Applicable
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable
Item 8. Financial
Statements and Supplementary Data.
Not Applicable
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures.
Not Applicable
Item 9A(T).
Controls and Procedures.
Not Applicable
Item 9B. Other Information.
Not
Applicable
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Not Applicable
Item 11. Executive
Compensation.
Not Applicable
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not Applicable
Item 13. Certain
Relationships and Related Transactions, and Director Independence.
None
Item 14. Principal Accountant Fees and Services.
Not Applicable
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)
The following documents have been filed as part of this report.
1.
Trustees Distribution Statements documented on Form 8-K regarding
the distributions from the Trust to the certificateholders for the period from January 1, 2022 through and including December 31, 2022 have been filed with the Securities and Exchange Commission and are hereby incorporated by reference.
Filing dates are listed below:
Trust Description
Distribution Date
Filed on
Corporate Backed Trust Certificates, Goldman Sachs Capital I
02/15/2022
03/01/2022
Securities-Backed Series 2004-6 Trust
08/15/2022
08/26/2022
2.
None.
3.
Exhibits:
31.1 Certification by Vice President and Assistant Treasurer of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Annual Compliance Report by Trustee pursuant to 15 U.S.C.
Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31. 3 Report of Aston Bell, CPA.
(b)
See Item 15(a) above.
(c)
Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
SCS LABS Corporation, as Depositor for the Trust
(the Registrant)
Dated: March 28, 2023
By:
/s/ Paul Edwards
Name: Paul Edwards
Title: Vice President
EXHIBIT INDEX
Reference
Number per
Item
601 of
Regulation SK
Description of Exhibits
Exhibit Number
in this Form 10-K
(31.1)
Certification by Vice President of the Registrant pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1
(31.2)
Annual Compliance Report by Trustee pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
(31.3)
Report of Aston Bell, CPA.
31.3
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.