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): April 16, 2007
OCEAN BIO-CHEM, INC.
(Exact name of registrant as specified in charter)
Florida 0-11102 59-1564329
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Incorporation) Identification No.)
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 a Material Definitive Agreement
On April 16, 2007 the Company's Board of Directors adopted the 2007 Ocean
Bio-Chem, Inc. Incentive Stock Option Plan. Such Plan covers a maximum of
400,000 options for the Company's underlying common stock. A copy of the Plan
is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c ) Exhibits- 99.1 Ocean Bio-Chem, Inc. Incentive Stock OPtion Plan
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 18, 2007
Ocean Bio-Chem, Inc.
/s/ Peter G. Dornau
----------------------------
Peter G. Dornau
Chairman of the Board and
Chief Executive Officer
Exhibit 99.1
OCEAN BIO-CHEM, INC.
2007 INCENTIVE STOCK OPTION PLAN
EFFECTIVE APRIL 16, 2007
1. PURPOSE
1.1 GENERAL. Ocean Bio-Chem, Inc., a Florida corporation (the "Company"),
established this Incentive Stock Option Plan (the "Plan") to further the
Company's growth and development by providing to officers and other key
employees who are in a position to contribute materially to the prosperity of
the Company, through ownership of stock of the Company, an incentive to increase
their interest in the Company's welfare, to continue their services and to
afford a means through which the Company can attract to its service other
employees of outstanding ability.
1.2 COMPANY. For purposes of the Plan, the Company is deemed to include all
wholly owned subsidiaries of the Company.
1.3 TAX TREATMENT. The Plan is adopted with the intent that it be, and
continue to be, an "incentive stock option plan" entitling the holders of
options to the special tax treatment provided by Section 422 of the Internal
Revenue Code of 1986 (the "Code").
2. ADMINISTRATION
2.1 STOCK OPTION COMMITTEE. The Plan shall be administered by the Ocean
Bio-Chem, Inc., Stock Option Plan Committee (the "Committee") which shall be
composed of at least two Non-Employee directors of the Company. The Committee,
to be appointed by the Board of Directors, shall have full and complete power
and authority to do all things necessary and proper for the administration of
the Plan, including the power to interpret and construe its terms and provisions
and to determine, consistent with the terms of the Plan, the individuals
selected to receive options, the times when they shall receive them, the number
of shares to be subject to each option, and the option price.
2.2 RULES AND REGULATIONS. The Committee, as it may deem advisable, may
issue rules and regulations for the administration of the Plan. When so directed
by the Committee, appropriate officers of the Company shall execute and deliver
on behalf of the Company such options, agreements and other instruments as the
Committee may determine necessary to the implementation of the Plan. The
Committee may adopt and/or construe an appropriate form for any such options or
agreements and instruments, which forms shall contain such provisions or
conditions as the Committee deems necessary or advisable in carrying out the
purposes of the Plan, provided, however, that no such provision or condition
shall be inconsistent with the Plan.
2.3 DEFECTS OR OMISSIONS. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any option or
agreement in the manner and to the extent it shall deem expedient to carry it
into effect, and to meet the requirements of Section 422 of the Code, and shall
be the sole and final judge of such expediency. The Committee's determination
shall be conclusive.
3. STOCK SUBJECT TO THE PLAN
3.1 NUMBER OF SHARES. Shares of the Company's Common Stock, par value $.01
per share ("Common Stock") shall be subject to the Plan. The total number of
shares of Common Stock which may be sold pursuant to options granted under the
Plan ("Option" or "Options") shall not exceed 400,000 shares, adjusted as
provided in Section 3.2. The shares of Common Stock sold under the Plan may be
either authorized and unissued shares or issued shares reacquired by the
Company. Unless and until the Board of Directors shall determine to purchase
shares in the market for the purpose of the Plan or to use treasury shares, the
shares sold under the Plan shall be authorized and unissued shares reserved for
that purpose. In the event that any Options granted under the Plan shall
terminate or expire for any reason without having been exercised in full, the
shares of Common Stock not purchased under those Options shall be available
again for the purpose of the Plan.
3.2 ADJUSTMENTS. Notwithstanding any other provision of the Plan, in the
event of any change in any shares of the outstanding Common Stock of the Company
by reason of a stock dividend, recapitalization, merger, consolidation,
split-up, stock split, reverse stock split, combination or exchange of shares,
or action of like nature, the aggregate number and class of shares as to which
Options may be granted to any individual, the number and class of shares subject
to each outstanding Option and the Option prices shall be appropriately adjusted
in proportion to such increases or decreases by the Committee, whose
determination shall be conclusive.
3.2 REVERSION OF SHARES TO THE SHARE RESERVE. If any Stock Award shall for
any reason expire or otherwise terminate, in whole or in part, without having
been exercised in full, the shares of Common Stock not acquired under such Stock
Award shall revert to and again become available for issuance under the Plan.
3.3 SOURCE OF SHARES. The shares of Common Stock subject to the Plan may be
unissued shares or reacquired shares, bought on the market or otherwise.
4. ELIGIBILITY AND PARTICIPATION
4.1 INCENTIVE STOCK OPTION $100,000 LIMITATION. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any Option holder during any calendar year (under all plans of the Company
and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options
or portions thereof which exceed such limit (according to the order in which
they were granted) shall be treated as Non-statutory Stock Options.
4.2 OFFICERS AND CERTAIN EMPLOYEES. Options may be granted only to
full-time salaried officers and key employees of the Company or any of its
subsidiaries. Directors of the Company who are not also full-time salaried
officers or employees of the Company will not be eligible to receive Options.
4.2 TEN PERCENT SHAREHOLDER LIMITATION. If an Option is to be granted to an
individual who, at the time the Option is granted, owns Common Stock possessing
more than 10 percent (10%) of the total combined voting power of all classes of
stock of the Company or of its parent or subsidiary (as determined under Section
425(d) of the Code), the purchase price of the Common Stock under each Option
("Option Price") set out in the applicable portion of Article 5 hereof shall
read "but shall be at least 110 percent of its Fair Market Value" and the period
of exercise set out in the applicable portion of Article 6 hereof shall read
"and ending not more than five (5) years after the date on which the option is
granted".
5. PRICE
5.1 DETERMINATION. The Option Price shall be determined by the Committee,
but shall not be less than 100 percent of its fair market value (as determined
by Section 422 of the Code) ("Fair Market Value") at the time of granting of the
Option, as determined in good faith by the Committee.
5.2 PAYMENT. Upon exercise of the Option, the Option Price shall be paid in
full with cash or with stock of the Company or with demand promissory notes
bearing the rate of interest required by the Code, as amended from time to time,
at the option of the Employee or Option holder may, at his option, in lieu of
paying the Option Price upon exercise of the Option elect to instead receive a
number of Option Shares computed using the following formula:
X + Y(A - B)
A
where: X = the number of Option Shares issuable to Option holder upon exercise
under this Section 5; Y = the number of Option Shares issuable to Option holder
upon exercise under Section 5 hereof; A = the Fair Market Value (as defined
below) of one share of Common Stock as of the exercise date; and B = the Option
Price.
(b) As used in this Section 5, "Fair Market Value" of a share of Common
Stock on any particular date shall mean: The closing price for the Company's
Common Stock on the principal market for such Common Stock on the date preceding
the exercise date (provided such notice and designation of exercise date must
take place subsequent to the closing of the principal markets and prior to the
opening of the principal market on the following day).
5.3 USE OF PROCEEDS. The proceeds from the issuance of Common Stock subject
to Options are to be added to the funds of the Company available for its general
corporate purposes.
6. EXERCISE OF OPTION
6.1 PERIOD OF EXERCISE. Each Option granted under the Plan shall be
exercisable only during such period as the Committee may determine, beginning
not less than one (1) year and ending not more than ten (10) years after the
date on which the Option is granted ("Expiration Date"), except as such period
may be modified under the provisions or Sections 8.1 and 9.1 hereof. Within such
limits each Option shall provide, as determined by the Committee, the time or
times at which and the number of shares for which it may be exercised. Unless
otherwise provided in the Committee's action, each Option shall be exercisable
in whole at any time, or in part from time to time, during the term of the
Option. The holder of an Option shall have no rights as a shareholder with
respect to shares subject to the Option until such shares shall have been issued
to him upon exercise of the Option. An Option may be exercised during the
lifetime of the holder thereof only by such holder, and, after the holder's
death, as provided in Sections 9.1 and 9.2 hereof.
6.2 CHANGE OF CONTROL. Provided however, in the event of a change in
control of Company, each Option granted under this Plan shall be fully
exercisable.
6.3 SALE. An individual who has acquired Common Stock upon exercise of an
Option may not sell, transfer or otherwise dispose of the Common Stock so
acquired within two years from the date of the granting of the Option nor within
one year after the transfer of the shares to the individual.
6.4 VESTING GENERALLY. The total number of shares of Common Stock subject
to an Option may, but need not, vest and therefore become exercisable in
periodic installments that may, but need not, be equal. The Option may be
subject to such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem appropriate. The vesting provisions of individual Options may vary. The
provisions of this Section 6(g) are subject to any Option provisions governing
the minimum number of shares of Common Stock as to which an Option may be
exercised.
7. NON-TRANSFERABILITY OF OPTIONS
7.1 GENERAL. No Option granted under the Plan shall be transferable
otherwise than by will or the laws of descent and distribution.
8. TERMINATION OF EMPLOYMENT
8.1 GENERAL. If employment of the holder of an Option is terminated for any
reason, other than by death or disability, the holder's Option may be exercised
only within three months from the date of such termination of employment, but in
no event after the Expiration Date of the Option; provided, however, that if the
holder is dismissed for cause, as to which the Committee shall be sole and
exclusive judge, the Option shall expire immediately.
9.1 DEATH WHILE EMPLOYED. If the holder of an Option dies while employed by
the Company, the Option may be exercised by the personal representative of the
Option holder, for a period of six (6) months from the date of death, but in no
event after the Expiration Date of the Option.
9.2 DEATH AFTER TERMINATION. If the holder of an Option dies within three
months after termination of employment other than for cause, the Option may be
exercised by the personal representative of the Option holder for a period of
six (6) months from the date the Option holder's employment was terminated, but
in no event after the Expiration Date of the Option.
9.3 DISABILITY. If the holder of an Option becomes disabled within the
meaning of Section 22(e)(3) of the Code, the Option may be exercised by the
Option holder within one year after his becoming disabled, but in no event after
the Expiration Date of the Option.
10. AMENDMENT AND TERMINATION
10.1 TERM. Unless the Plan has been terminated as hereinafter provided, the
Plan shall terminate on October 21, 2012, and no Option under it shall be
granted thereafter. The Board of Directors of the Company at any time prior to
that date may terminate the Plan.
10.2 AMENDMENT. The Board of Directors may also amend the Plan by making
such changes and additions to it as the Board shall deem advisable; provided,
however, that except as provided in Section 3.2 hereof, the Board of Directors
may not, without further approval by the Shareholders of the Company, increase
the maximum number of shares as to which Options may be granted or exercised;
and provided further, that any such change or addition does not affect the
Plan's status under Section 422 of the Code. No termination or amendment of the
Plan may, without the consent of the holder of an Option then existing,
terminate his Option or materially and adversely affect his rights under the
Option.
11. EFFECTIVE DATE
11.1 SHAREHOLDER APPROVAL. The Plan shall become effective upon adoption by
the Board of Directors of the Company, provided that it shall be approved by the
vote of the holders of a majority of the shares of Common Stock of the Company
outstanding and entitled to vote at a meeting of shareholders held within twelve
(12) months after the Plan is adopted by the Board of Directors.
12. TIME OF GRANTING OF OPTIONS
12.1 FORMAL GRANTING. Nothing contained in the Plan or in any resolution
adopted or to be adopted by the Board of Directors or the shareholders of the
Company shall constitute the granting of an Option hereunder. The granting of an
Option pursuant to the Plan and the acquisition of any rights as an Option
holder shall take place only when the Committee authorizes the issuance of an
Option, and a formal written and executed Option agreement is executed by the
holder of the Option.
12.2 TEN YEAR LIMIT. Subject to the provisions of Article 10, Options may
be granted under the Plan within ten (10) years from the date the Plan is
adopted by the Board of Directors of the Company or the date the Plan is
approved by the Shareholders, whichever is earlier.
13. MISCELLANEOUS PROVISIONS
13.1 OPTION DATE. An Option shall have been deemed to have been granted on
the date fixed in the resolution of the Committee authorizing the granting of
such Option, provided such date shall not be prior to the date of the adoption
of such resolution. If no date is fixed by such resolution, the Option shall be
deemed to have been granted on the date of adoption of the resolution, provided
that the agreement relating to the Option shall be executed and delivered within
thirty (30) days therefrom; otherwise the Option shall be deemed to have been
granted on the date of delivery of such agreement to the optionee.
13.2 INDEMNIFICATION OF COMMITTEE. Without limiting any other rights of
indemnification, the members of the Committee shall be indemnified by the
Company against the reasonable expenses (including attorney's fees, judgments,
fines, and amounts paid in settlement) actually incurred as a result of any
action, suit or proceeding, or any appeal therein ("Claim"), to which they or
any of them may be a party by reason of any action taken or failure to act under
or in connection with the Plan, and against all amounts paid by them in
settlement of such Claim, to the full extent permissible under Florida Law;
provided that within sixty (60) days after institution of any such Claim, the
Committee member involved offers the Company in writing the opportunity, at its
Own expense, to handle and defend the same.
13.3 JURISDICTION AND VENUE. This Agreement shall be governed by the laws
of the state of Florida and any litigation with respect to this Agreement shall
be in the state or Federal courts situated in Broward County, Florida.
_______________
Peter G. Dornau
________________
Edward Anchel
________________
James Kolisch
_________________
Laz L. Schneider
_________________
John B. Turner
________________
Sonia B. Beard
_________________
William W. Dudman
_________________
Jeffrey S. Barocas
________________
Gregor M. Dornau