Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 01 2019 - 4:24PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
April 1, 2019
Registration No. 333-176268
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington
,
D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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. 2008 Non-Qualified
Stock Option 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, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
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:
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(a)
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Annual Report on Form 10-K for the fiscal year ended December 31, 2018;
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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 audited consolidated financial statements
of the Registrant as of December 31, 2018 and for the year then ended, and the audited adjustments to retrospectively apply the
change in accounting for revenue from contracts with customers in the audited consolidated financial statements of the Registrant
as of December 31, 2017 and for the year then ended as described in paragraph 3 of Note 1 to such financial statements, incorporated
in this Registration Statement by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2018, have been so incorporated in reliance on the report of Accell Audit and Compliance, P.A., an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and accounting.
In the event that Accell Audit and Compliance,
P.A. 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 Accell Audit and Compliance, P.A., an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting.
The consolidated balance sheets of Ocean
Bio-Chem, Inc. as of December 31, 2017, and the related consolidated statements of operations, shareholders’ equity, and
cash flows for year ended December 31, 2017, before the effects of adjustments to retrospectively apply the change in accounting
for revenue from contracts with customers as described in paragraph 3 of Note 1 to such financial statements, 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.
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 and amendments through May 20, 1994 - 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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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.
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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 Accell Audit and Compliance, P.A.
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23.2
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Consent of EisnerAmper LLP
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*23.3
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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. 2008 Incentive Stock Option Plan, as amended.
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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 1, 2019.
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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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Jeffrey
S. Barocas
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Chief
Financial Officer and Director
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April 1, 2019
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(Principal
Financial and Accounting Officer)
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*
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Diana
Mazuelos Conard
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Director
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April 1, 2019
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*
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Gregor
M. Dornau
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Director
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April 1, 2019
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/s/
PETER G. DORNAU
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Peter
G. Dornau
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Chief
Executive Officer and Director
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April 1, 2019
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*
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William
W. Dudman
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Director
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April 1, 2019
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Kimberly
A. Krause
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Director
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*
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James
M. Kolisch
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Director
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April 1, 2019
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*
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John
B. Turner
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Director
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April 1, 2019
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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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3
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