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): September 28, 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)
Registrant's telephone number,
including area code:
(954) 587-6280
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 5.03 - Amendment to Articles of Incorporation or By-Laws; Changes in
Fiscal Year.
(a) The Board of Directors of the Company adopted an Amendment to Section
6.2 of the By-Laws of the Company effective September 27, 2007. The Amendment
permits the issuance of non-certificated shares in accordance with recent
requirements of the NASDAQ market.
Item 9.01 Financial Statements and Exhibits
(1) Exhibit - Section 6.2 of the By-Laws of the Company, as amended.
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.
Dated: September 27, 2007
Ocean Bio-Chem, Inc.
/s/ Peter G. Dornau
Chairman of the Board and
Chief Executive Officer
Exhibit
6.2 Issuance
The shares of the Corporation shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares
(book entry ownership). Any such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation. Certificates representing shares of the Corporation shall be signed
by the chief executive officer or the president, or a vice president, and by the
chief financial officer or treasurer or the secretary, any of whose signatures
may be a facsimile. The Board may in its discretion appoint responsible banks,
trust companies or other professionals from time to time to act as transfer
agents and registrars of the stock of the Corporation, and, when such
appointments shall have been made, no stock certificate shall be valid until
countersigned by one of such transfer agents and registered by one of such
registrars. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person were such officer, transfer agent or registrar at the date of issue. All
certificates shall include on their face written notice of any restrictions that
may be imposed on the transferability of such shares and shall be consecutively
numbered or otherwise identified. If the Corporation is authorized to issue more
than one class of stock or more than one series of any class, then the powers,
designations, preferences, and relative, participating, optional or other
special rights of each class or series and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock. Provided, however, that, in
lieu of the foregoing requirements there may be set forth on the face or back of
the certificate that the Corporation issues to represent such class or series of
stock a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences, and relative,
participating, optional or other special rights of each class or series of stock
and the qualifications, limitations or restrictions of such preferences and/or
rights.