UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
Ocean Bio-Chem, Inc.
---------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
674631106
-------------------------
(CUSIP Number)
Peter G. Dornau
Ocean Bio-Chem, Inc.
4041 S.W. 47th Avenue
Ft. Lauderdale, FL 33314
-----------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 21, 2005
-------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Schedules filed in paper formal shall included a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Peter G. Dornau 065-32-1067
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
2,956,868 (1)
--------------------------------------------------------------------------------
8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
0
--------------------------------------------------------------------------------
9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
2,956,868(1)
--------------------------------------------------------------------------------
10 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
0
2
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,133,828 (2)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
INDIVIDUAL
--------------------------------------------------------------------------------
(1) Includes 164,000 shares which are issuable to Mr. Peter G. Dornau upon
the exercise of stock options within 60 days of April 21, 2005.
(2) Includes 164,000 shares which are issuable upon the exercise of stock
options within 60 days of April 21, 2005 and 176,960 shares covered by an
irrevocable proxy granted to Peter G. Dornau by his son, Gregor M. Dornau.
Item 1. Security and Issuer
-------------------
This statement relates to the common stock of Ocean Bio-Chem, Inc. ("Ocean
Bio-Chem" or the "Company"). The principal executive offices of Ocean Bio-Chem,
Inc. are located at 4041 S.W. 47th Avenue, Fort Lauderdale, FL 33314.
Item 2. Identity and Background
-----------------------
This Schedule is being filed by Peter G. Dornau, the Chief Executive
Officer, President and Director of the Ocean Bio-Chem. The business address for
Mr. Dornau 4041 S.W. 47th Avenue, Fort Lauderdale, Florida 33314. During the
last five years, Mr. Dornau has not been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations of any such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Not Applicable.
3
Item 4. Purpose of Transaction
----------------------
Mr. Dornau does not have any present plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
Ocean Bio-Chem or the disposition of securities of Ocean Bio-Chem, (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving Ocean Bio-Chem, (c) a sale or transfer of a material
amount of assets of Ocean Bio-Chem, (d) any change in the present board of
directors or management of Ocean Bio-Chem, including plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board, (e) any material change in the present capitalization or dividend policy
of Ocean Bio-Chem, (f) any other material change in Ocean Bio-Chem's business or
corporate structure, (g) any changes in Ocean Bio-Chem's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of Ocean Bio-Chem by any person, (h) a class of
securities of Ocean Bio-Chem's to be delisted from a national securities
exchange or cease being authorized to be quoted in an inter-dealer quotation
system of registered national securities association, (i) a class of equity
securities of Ocean Bio-Chem becoming eligible for termination of registration
pursuant to Section 12(g) (4) of the Securities Exchange Acts of 1934 or (j) any
action similar to any of those enumerated above. On April 21, 2005, Gregor M.
Dornau gave his father, Peter G. Dornau, a proxy to vote his 176,960 shares held
by him. The effect of this transaction gives Mr. Dornau voting rights to
approximately 52% of the Company's issued and outstanding common stock.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) Mr. Dornau is deemed to beneficially own 3,133,828 shares of the Ocean
Bio-Chem's common stock, representing approximately 49.6% of Ocean Bio-Chem's
issued and outstanding common stock plus options exercisable within 60 days of
April 21, 2005. This total includes 2,792,868 shares held directly by Mr. Dornau
and options to purchase 164,000 shares of the Ocean Bio-Chem's common stock,
exercisable within sixty days of April 21, 2005 and also includes 176,960 shares
which Mr. Dornau holds as the proxy agent for Gregor M. Dornau. The shares
issued and held directly by Mr. Dornau includes 203,000 shares which were issued
to him as restricted stock grants during the years ending December 31,
2000-2005. Included in the shares covered by Gregor M. Dornau's proxy are
116,000 restricted shares issued during 2000 - 2005. These restricted stock
grants are being presented for approval at Ocean Bio-Chem's Annual Shareholder
Meeting, currently scheduled for June 1, 2005 and through such date the holders
have agreed not to vote these shares.
(b) Mr. Dornau has the sole power to vote or to direct the vote of
2,969,828 shares (2,792,868 held directly by him and 176,960 pursuant to his son
Gregor's proxy) representing 52.2% of the issued and outstanding stock; and to
dispose or to direct the disposition of the 2,956,868 shares beneficially owned
by him. However, Mr. Dornau has agreed not to vote the 319,000 restricted shares
discussed in Item 5 (a), above at the June 1, 2005 Annual Shareholders' Meeting
or at any vote prior thereto.
4
(c) During the past sixty (60) days from April 21, 2005, Mr. Dornau has not
effected any transactions in the Ocean Bio-Chem's common stock. However, on
April 4, 2005 Messrs. Peter G. and Gregor M. Dornau received 30,000 and 15,000
restricted shares of common stock, respectively as a component of their
compensation. Such shares are included in the figures presented in Item 5 (a)
and (b), above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer
---------------------------
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) with respect to any
securities of Ocean Bio-Chem to which Mr. Dornau is a party or is subject.
Item 7. Materials to be filed as Exhibits
---------------------------------
2.1 Voting Agreement
2.2 Irrevocable Proxy
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 21, 2005 /s/ Peter Dornau
----------------------------------
Peter Dornau
5
Exhibit 2.1
VOTING AGREEMENT
This Voting Agreement (the "Agreement") is entered into effective as of the
21st day of April 2005, by and among Peter G. Dornau and Gregor M. Dornau.
RECITAL
WHEREAS, Gregor M. Dornau owns 176,960 shares ("Shares") of common stock of
Ocean Bio-Chem, Inc., a Florida corporation (the "Company") and desires to
transfer voting power of these Shares to his father, Peter G. Dornau for a
period of five (5) years beginning on the date of this Agreement and expiring
five years thereafter (the "Expiration Date");
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, and for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereby agree as follows:
1. Irrevocable Proxy. Gregor M. Dornau hereby irrevocably appoints Peter G.
Dornau as his proxy agent, with full power of substitution, to vote all of his
shares of the Company's common stock with respect to all matters submitted to
the shareholders at all meetings of the shareholders of the Company, during a
five year period beginning on the date of this Agreement and expiring on the
Expiration Date. This proxy is coupled with an interest and the Irrevocable
Proxy is attached as Exhibit A to this Voting Agreement.
2. Termination. This Agreement, and the respective rights and obligations
of the parties hereto, shall terminate five years after the date of this
Agreement.
3. Specific Performance. The parties agree that their rights under this
Agreement are unique and cannot be satisfied by the award of monetary damages.
Accordingly, the parties shall, in addition to any other remedies available to
them at law or in equity, have the right to enforce their rights hereunder by
actions for specific performance to the extent permitted by law.
4. Entire Agreement. Amendments and Waivers. This Agreement constitutes the
full and entire understanding and agreement between the parties with regard to
the subjects herein. This Agreement may only be amended if agreed to in writing
by Peter G. Dornau and Gregor M. Dornau.
5. Transferees and Assignment. This Agreement and the rights and
obligations of the parties shall inure to the benefit of, and be binding upon,
successors and assigns of Peter G. Dornau and Gregor M. Dornau.
6
6. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Florida without giving effect to its conflict of laws
provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
/s/ PETER G.DORNAU
--------------------------------------
Peter G. Dornau
/s/ GREGOR M. DORNAU
--------------------------------------
Gregor M. Dornau
7
Exhibit 2.2
Exhibit A
IRREVOCABLE PROXY
I, GREGOR M. DORNAU, a shareholder of OCEAN BIO-CHEM, INC., a Florida
corporation ("Corporation"), do hereby irrevocably appoint PETER G. DORNAU, to
be my proxy agent, with full power of substitution, and to vote all of my shares
of common stock in the Corporation with respect to all matters submitted to the
shareholders at all meetings of the shareholders, or any adjournments thereof,
and in all consents to any actions taken without a meeting. This appointment
shall continue from this date until April 21, 2010, and during said period, my
proxy shall have all of the power that I would possess with respect to the
voting my shares and granting my consent. I hereby ratify and confirm all acts
that my proxy shall do or cause to be done by virtue of and within the
limitations set forth in this proxy.
I hereby revoke all proxies previously given by me with respect to all my
shares of common stock in the Corporation.
I hereby waive my right to cancel this Irrevocable Proxy at any time during
the time period described herein. I hereby acknowledge that this irrevocable
proxy is coupled with an interest, including, but not limited to the Voting
Agreement of even date herewith.
IN WITNESS WHEREOF, I have executed this proxy on April 21, 2005.
/s/ Gregor M. Dornau
--------------------------------------
Gregor M. Dornau
Shareholder
Gregor M. Dornau
--------------------------------------
Print Name
.
8