UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 reported): April 11, 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 Identifiecation 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 3.01 - Notice of Delisting a Failure to Satisfy a Continued Listing
Rule or Standard: Transfer of Listing
The Company was advised by The NASDAQ Stock Market on April 11, 2005, that
it had failed to comply with Marketplace Rule 4350(i)(1)(A) which requires
shareholder approval of stock grants.
The grants referred to in the Notice from NASDAQ were issued as
compensation to employees in 2005, 2004, 2003, 2002, 2001 and 2000. An aggregate
of 768,500 shares were granted for which shareholder approval had not been
obtained.
The Company is submitting all of these grants for approval and ratification
by the shareholders of the Company at its forthcoming Annual Meeting of
Shareholders on June 1, 2005.
Further, the Company is filing a Notification Form: Listing of Additional
Shares for all additional shares which were issued as stock grants in accordance
with NASDAQ requirements.
The Company is also seeking ratification from its shareholders of its
modification in 2004 of stock options for 115,000 shares each granted to Messrs.
Dornau and Tieger in 1999.
To regain compliance, NASDAQ has granted the Company an extension of time
through the forthcoming Shareholders' Meeting.
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.
April 15, 2005
Ocean Bio-Chem, Inc.
/s/ Peter G. Dornau
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Peter G. Dornau
Chairman of the Board and
Chief Executive Officer