0001213900-17-003396.txt : 20170405 0001213900-17-003396.hdr.sgml : 20170405 20170405171610 ACCESSION NUMBER: 0001213900-17-003396 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170405 DATE AS OF CHANGE: 20170405 EFFECTIVENESS DATE: 20170405 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-204520 FILM NUMBER: 17743488 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 S-8 POS 1 fs8pos2017a1a_oceanbio.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on April 5, 2017

 

Registration No. 333-204520

 

 

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   59-1564329
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification Number)
     
4041 SW 47 Avenue, Ft. Lauderdale, FL   33314
(Address of Principal Executive Offices)   (Zip Code)

 

Ocean Bio-Chem, Inc., 2015 Equity Compensation Plan

(Full title of the plan)

 

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.

 

Large accelerated filer  ☐ Accelerated filer  ☐
Non-accelerated filer  ☐ Smaller reporting company  ☒

 

 

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

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:

 

(a)Annual Report on Form 10-K for the fiscal year ended December 31, 2016;
(b)Current Report on Form 8-K filed on February 23, 2017, as amended by Form 8-K/A filed on February 24, 2017;

 

(b)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.

 

All documents filed by the Registrant with the Commission 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 this registration statement that indicates that all securities offered by this registration statement have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the date of filing of such document.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference or deemed to be part of this registration statement will 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 sheet 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.

 

 1 
 

 

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.  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  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.
    
*4.2  Amended and Restated Bylaws - incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on December 5, 2011.
    
*5.1  Opinion of Morgan, Lewis & Bockius LLP.
    
23.1  Consent of EisnerAmper LLP.
    
*23.2  Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
    
*24.1  Power of Attorney (included on signature page of initial filing).
    
*99.1  Ocean Bio-Chem, Inc. 2015 Equity Compensation Plan.

 

 

*Previously filed

 

 2 
 

 

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.

 

  OCEAN BIO-CHEM, INC.
     
  By: /s/ PETER G. DORNAU
    Peter G. Dornau
    President and Chief Executive Officer

 

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   Capacity   Date
         

/s/ JEFFREY S. BAROCAS

   Chief Financial Officer and Director   April 5, 2017

Jeffrey S. Barocas

        
         
*   Director   April 5, 2017
Diana Mazuelos Conard         
         
*   Director   April 5, 2017
Gregor M. Dornau         
         
/s/ PETER G. DORNAU   Chief Executive Officer and Director   April 5, 2017
Peter G. Dornau         
         
*   Director   April 5, 2017
William W. Dudman         
         
  Director  
Kimberly A. Krause         
         
*   Director   April 5, 2017
James M. Kolisch         
         
*   Director   April 5, 2017
John B. Turner         
         

 

*By

 /s/ JEFFREY S. BAROCAS  
  Jeffrey S. Barocas  
 

Attorney-in-Fact

  

 

 3 
 

 

EXHIBIT INDEX

 

Exhibit No.  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  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.
    
*4.2  Amended and Restated Bylaws - incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on December 5, 2011.
    
*5.1  Opinion of Morgan, Lewis & Bockius LLP.
    
23.1  Consent of EisnerAmper LLP.
    
*23.2  Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1).
    
*24.1  Power of Attorney (included on signature page of initial filing).
    
*99.1  Ocean Bio-Chem, Inc. Equity Compensation Plan.

 

 

*Previously filed

 

4

 

 

 EX-23.1 2 fs8pos2017a1ex23i_oceanbio.htm CONSENT OF EISNERAMPER LLC

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We consent to the incorporation by reference in this Registration Statement of Ocean Bio-Chem, Inc. on Post- Effective Amendment No. 1 to Form S-8 (No. 333-204520) to be filed on or about April 5, 2017, of our report dated March 31, 2017 on our audit of the consolidated financial statements as of December 31, 2016 and for the year then ended, which report was included in the Annual Report on Form 10-K filed March 31, 2017. We also consent to the reference to our firm under the caption “Experts” in the Registration Statement on Post- Effective Amendment No. 1 to Form S-8.

   

 

/s/ EISNERAMPER LLP

 

Fort Lauderdale, Florida

April 5, 2017