-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UwZa9sg1tQeHLgxWN/9YUi4UwQv+OAjpaMktggLXKipbCr3Xo5i5GItSp8ndh/Ik 4s5UZm2SM8dX5iI2XJuTTw== 0000350737-06-000024.txt : 20060901 0000350737-06-000024.hdr.sgml : 20060901 20060901095705 ACCESSION NUMBER: 0000350737-06-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060831 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20060901 DATE AS OF CHANGE: 20060901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN BIO CHEM INC CENTRAL INDEX KEY: 0000350737 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 591564329 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11102 FILM NUMBER: 061070067 BUSINESS ADDRESS: STREET 1: 4041 SW 47TH AVE CITY: FORT LAUDERDALE STATE: FL ZIP: 33314 BUSINESS PHONE: 9545876280 MAIL ADDRESS: STREET 1: 4041 SW 47TH AVE CITY: FT LAUDERDALE STATE: FL ZIP: 33028 FORMER COMPANY: FORMER CONFORMED NAME: STAR BRITE CORP DATE OF NAME CHANGE: 19841204 8-K 1 form8k-amend10ka.txt AMENDED FORM 10-K-A 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 reportedly): August 31, 2006 OCEAN BIO-CHEM, INC. (Exact name of registrant as specified in charter) Florida 0-11102 59-1564329 (State or Other (Commission File Number) (I.R.S. Employer Jurisdiction ofIncorporation) Identification No.) 4041 S. W. 47 Avenue, Fort Lauderdale, Florida 33314 (Address of principal executive office Zip Code) (954) 587-6280 Registrant's telephone number, including area code: Not Applicable (Former name or former address, if changes since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communication 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)) Item 4.02 - Non Reliance on Previously Issued Financial Statements or A Related Audit Report or Completed Interim Review. On August 10, 2006, we reached an agreement with the United States Securities and Exchange Commission relating to the extent and nature of certain amendments to be made to our previously issued consolidated financial statements included in Form 10-K as of December 31, 2005 and the year then ended. On August 14, 2006, we filed a Form 8-K disclosing our pending amendment to Form 10-K for the year ended December 31, 2005. On August 31, 2006 we filed our Amended Form 10-K for the year ended December 31, 2006. The effect of the foregoing on our consolidated balance sheet and the consolidated statement of operations as of December 31, 2005 and 2004 and the years then ended is as follows: Consolidated Balance Sheet at December 31, 2005 and 2004:
Long- term debt Shareholders' equity 2005 2004 2005 2004 ---------- ---------- ---------- ---------- As originally reported $6,261,856 $5,580,250 $4,290,697 $5,888,495 Reclassification of imputed interest associated with warrants issued pursuant to Subordinated Revolving Note Payable ( 310,898) - 310,898 - Recognition of compensation cost associated with stock options granted to Messrs. Dornau and Tieger as to which certain terms were modified - - 61,000 61,000 ---------- ---------- ---------- ---------- As restated $5,950,958 $5,580,250 $4,662,595 $5,949,495 ========== ========== ========== ========== Consolidated Statement of Operations for year ended December 31, 2005 and 2004: 2005 2004 -------------------- --------------------- Income (loss) before provision for income taxes, as originally reported ($2,347,693) $ 302,554 Recognition of compensation cost associated with stock options granted to Messrs. Dornau and Tieger as to which certain terms were modified - 178,332 ------------ ---------- Income (loss) before provision for income taxes, as restated ( 2,347,693) 124,222 Provision (benefit)for Income Taxes, as originally reported ($534,500) $ 168,000 Reduction in provision for Income Taxes attributable to the foregoing - ( 534,500) ( 61,000) 107,000 ---------- ------------ ----------- ---------- Net income (loss), as restated ($1,813,193) $ 17,222 ============ ========== Earnings (loss)per share: Basic Diluted Basic Diluted As originally reported ($.32) ($.32) $.03 $.02 Adjustment for "compensation cost" - - (.03) ( .02) ------ ------ ----- ------ As restated ($.32) ($.31) $ - $ - ====== ====== ===== =======
In addition to the foregoing changes, the following amendments to the Form 10-K filing were made: 1. The Independent Accountants audit report of Levi, Cahlin & Co. was revised and dual dated for the additional disclosures relating to the above financial changes. 2. The Independent Accountants' audit report of Berkovits, Lago & Company, LLP was revised for a dating error contained in the original filing. 2 3. Our United States Securities and Exchange Commission File Number was changed to 0-11102 pursuant to the Commission's request. 4. Our Certifying Officers' Certificates as presented in Exhibits 31.1 and 31.2 was modified to conform to the language on SEC Release 33-8238. Our Audit Committee has met with and discussed the content of this document with our independent accountant pursuant to Item 402(a) of Form 8-K. 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 thereunto duly authorized. August 31, 2006 Ocean Bio-Chem, Inc. /s/ Peter G. Dornau -------------------------------- Peter G. Dornau Chairman of the Board and Chief Executive Officer 3 -----END PRIVACY-ENHANCED MESSAGE-----