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): October 18, 2005
OCEAN BIO-CHEM, INC.
(Exact name of registrant as specified in charter)
Florida 2-70197 59-1564329
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
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 communications 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 1.01 Entry Into and Material Definitive Agreement
The Company has been extended a subordinated revolving credit facility by
Peter Dornau, its President and an affiliate of the President, in the aggregate
amount of One Million Dollars as of October 18, 2005. Funds will be advanced to
the Company when and as needed and will bear interest at the rate of prime plus
two (2%) per cent. The revolving credit line has a term of five (5) years.
In conjunction with the extension of such credit, the Company has issued to
the President, Warrants to purchase common stock, par value one cent (.01) per
share of the Company at an exercise price of $1.133 per share. Such exercise
price of the Warrants represents the closing bid price of the Company's common
stock on the NASDAQ Exchange on October 17, 2005 plus ten (10%) percent . The
Warrants allow Mr. Dornau, or his assignee to purchase a maximum of 500,000
shares of the Company's common stock. The Warrants have been issued pursuant to
an exemption from registration as provided in Section 4(2) of the Securities Act
of 1933 as amended and the common stock to be issued upon exercise of such
Warrants will also be issued pursuant to such exemption. The Warrants and any
shares of common stock issued upon exercise of such Warrants will bear an
investment legend indicating the absence of registration and restrictions on
transfer. The loan(s) also may be converted into common stock of the Company, at
the lender's discretion, at any time at a conversion price to be calculated
based on the closing bid price of the common stock on the conversion date on the
NASDAQ market plus ten (10%) per cent. Any shares of common stock acquired
through conversion will bear an investment legend indicating the absence of
registration and restrictions on transfer.
The transaction was approved unanimously by the independent members of the
Board of Directors of the Company.
Warrants may not be exercised nor can any shares of common stock be
acquired by conversion of the loan(s) until the transaction has been approved by
a Shareholder Vote at the Company's Annual Meeting of Shareholders during June
2006 or at specially convened meeting prior thereto.
Item 3.02 Unregistered Sale of Equity Securities
The information included in Item 1.01 of the Current Report - Form 8-K is
incorporated by reference into this Item 3.02.
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.
October 21, 2005
Ocean Bio-Chem, Inc.
/s/ Peter G. Dornau
--------------------------------------------
Peter G. Dornau
Chairman of the Board and
Chief Executive Officer