Post-effective Amendment to an S-8 Filing (s-8 Pos)
06 April 2017 - 7:19AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 5, 2017
Registration No. 333-176268
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
OCEAN
BIO-CHEM, INC.
(Exact
name of Registrant as specified in its charter)
Florida
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59-1564329
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(State
or other jurisdiction of
incorporation or organization )
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(I.R.S.
Employer
Identification Number)
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4041
SW 47 Avenue, Ft. Lauderdale, FL
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33314
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Ocean
Bio-Chem, Inc. 2002 Incentive Stock Option Plan
Ocean
Bio-Chem, Inc. 2002 Non-Qualified Stock Option Plan
Ocean
Bio-Chem, Inc. 2007 Incentive Stock Option Plan
Ocean
Bio-Chem, Inc. 2008 Incentive Stock Option Plan
Ocean
Bio-Chem, Inc. 2008 Non-Qualified Stock Option Plan
Stock
Option Grant to Peter G. Dornau
(Full
title of the plans)
Peter
G. Dornau
Chairman
of the Board, President and Chief Executive Officer
Ocean
Bio-Chem, Inc.
4041
SW 47 Avenue
Ft.
Lauderdale, FL 33314
954-587-6280
(Name,
address and telephone number, including area code, of agent for service)
with
a copy to:
Alan
Singer
Morgan,
Lewis & Bockius LLP
1701
Market Street
Philadelphia,
PA 19103-2921
215-963-5000
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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PART
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
Incorporation of Documents by Reference.
The
following documents, filed by Ocean Bio-Chem., Inc. (the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference:
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(a)
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Annual
Report on Form 10-K for the fiscal year ended December 31, 2016;
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(b)
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Current
Report on Form 8-K filed on February 23, 2017, as amended by Form 8-K/A filed on February
24, 2017;
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(b)
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The
description of the Registrant’s common stock set forth in its Registration Statement
filed under the Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
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All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this registration statement and prior to the filing of a post-effective amendment to the registration statement
that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such
documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of this registration
statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement
contained in this registration statement or in any other subsequently filed document that also is, or is deemed to be, incorporated
by reference or deemed to be part of this registration statement modifies or replaces such statement. Any statement contained
in a document that is deemed to be incorporated by reference or deemed to be part of this registration statement after the most
recent effective date may modify or replace existing statements contained in this registration statement. Any such statement so
modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part of this registration statement.
Experts
The
consolidated balance sheets of Ocean Bio-Chem, Inc. as of December 31, 2016, and the related consolidated statements of operations,
shareholders’ equity, and cash flows for year ended December 31, 2016 have been audited by EisnerAmper LLP, independent
registered public accounting firm, as stated in their report which is incorporated by reference. Such financial statements have
been incorporated by reference in reliance on the report of such firm given upon their authority as experts in accounting and
auditing.
In
the event that EisnerAmper LLP consents to the incorporation by reference in this registration statement of its report relating
to audited financial statements included in a document subsequently filed by the Registrant, such audited financial statements
shall be incorporated herein in reliance upon such report of EisnerAmper LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and accounting.
Item 8.
Exhibits
.
The
file number for each of the Registrant’s filings with the Securities and Exchange Commission referenced below is 0-11102.
Exhibit
No.
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Description
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*4.1.1
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Articles
of Incorporation, as amended - incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2010.
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4.1.2
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Articles
of Amendment to the Articles of Incorporation, as filed on June 13, 2012 – incorporated by reference to Exhibit 3.1.2
to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012.
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4.2
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Bylaws
- incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on December 5, 2011.
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*5.1
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Opinion
of Morgan, Lewis & Bockius LLP.
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23.1
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Consent
of EisnerAmper LLP
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*23.2
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Consent
of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
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*24.1
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Power
of Attorney (included on signature page in initial filing).
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*99.1
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Ocean
Bio-Chem, Inc. 2002 Incentive Stock Option Plan, as amended.
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*99.2
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Ocean
Bio-Chem, Inc. 2002 Non-Qualified Stock Option Plan, as amended.
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*99.3
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Ocean
Bio-Chem, Inc. 2007 Incentive Stock Option Plan, as amended.
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*99.4
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Ocean
Bio-Chem, Inc. 2008 Incentive Stock Option Plan, as amended.
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*99.5
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Ocean
Bio-Chem, Inc. 2008 Non-Qualified Stock Option Plan, as amended.
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*99.6
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Form
of Stock Option granted to Peter G. Dornau
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*Previously filed
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ft. Lauderdale, State of Florida
on April 5, 2017.
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OCEAN
BIO-CHEM, INC.
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By:
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/s/
PETER G. DORNAU
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Peter
G. Dornau
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President
and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed
by the following persons in the capacities and on the dates indicated.
Signature
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Capacity
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Date
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/s/
JEFFREY S. BAROCAS
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Chief
Financial Officer and Director
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April
5, 2017
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Jeffrey
S. Barocas
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*
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Director
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April
5, 2017
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Diana
Mazuelos Conard
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*
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Director
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April
5, 2017
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Gregor
M. Dornau
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/s/
PETER G. DORNAU
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Chief
Executive Officer and Director
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April
5, 2017
|
Peter
G. Dornau
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*
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Director
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April
5, 2017
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William
W. Dudman
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Director
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Kimberly
A. Krause
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*
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Director
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April
5, 2017
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James
M. Kolisch
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*
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Director
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April
5, 2017
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John
B. Turner
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By:
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/s/
JEFFREY S. BAROCAS
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Jeffrey S. Barocas
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Attorney-in-Fact
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EXHIBIT
INDEX
Exhibit
No.
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|
Description
|
|
|
|
*4.1.1
|
|
Articles
of Incorporation, as amended - incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2010.
|
|
|
|
4.1.2
|
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Articles
of Amendment to the Articles of Incorporation, as filed on June 13, 2012 – incorporated by reference to Exhibit 3.1.2
to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012.
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4.2
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Bylaws
- Bylaws - incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on December
5, 2011.
|
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*5.1
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Opinion
of Morgan, Lewis & Bockius LLP.
|
|
|
|
23.1
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|
Consent
of EisnerAmper LLP.
|
|
|
|
*23.2
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Consent
of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
|
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*24.1
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Power
of Attorney (included on signature page).
|
|
|
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*99.1
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Ocean
Bio-Chem, Inc. 2002 Incentive Stock Option Plan, as amended.
|
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*99.2
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Ocean
Bio-Chem, Inc. 2002 Non-Qualified Stock Option Plan, as amended.
|
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*99.3
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Ocean
Bio-Chem, Inc. 2007 Incentive Stock Option Plan, as amended.
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*99.4
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Ocean
Bio-Chem, Inc. 2008 Incentive Stock Option Plan, as amended.
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*99.5
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Ocean
Bio-Chem, Inc. 2008 Non-Qualified Stock Option Plan, as amended.
|
|
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*99.6
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|
Form
of Stock Option granted to Peter G. Dornau
|
*Previously filed
5
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