UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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Ocean Bio-Chem, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
674631106
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(CUSIP Number)
Peter G. Dornau
Ocean Bio-Chem, Inc.
4041 S.W. 47th Avenue
Ft. Lauderdale, FL 33314
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 13, 2006
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(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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
VOTING POWER
5,538,368 (1)
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8 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
0
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9 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
5,538,368 (1)
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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
5,538,368 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.9%
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14 TYPE OF REPORTING PERSON*
INDIVIDUAL
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(1) Includes 4,350,368 shares owned as of the date hereof and 1,188,000 shares
which are issuable to Mr. Peter G. Dornau upon the exercise of stock warrants
and options within 60 days of November 13, 2006.
Item 1. Security and Issuer
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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
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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
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Not Applicable.
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Item 4. Purpose of Transaction
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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
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(a) Mr. Dornau is deemed to beneficially own 5,538,368 shares of the
Ocean Bio-Chem's common stock, representing approximately 60.9% of Ocean
Bio-Chem's issued and outstanding common stock plus warrants and options
exercisable within 60 days of November 13, 2006. This total includes 4,350,368
shares held directly by Mr. Dornau and warrants and options to purchase
1,188,000 shares of the Ocean Bio-Chem's common stock, exercisable within sixty
days of November 13, 2006.
(b) Concurrent with the conversion of his debt to equity in the Company,
Mr. Peter G.Dornau notified his son, Gregor M. Dornau that he was terminating
the Voting Agreement, dated April 21, 2005 between he and his son whereby Peter
G. Dornau was granted voting rights to his son's shares.
4
(c) During the past sixty (60) days, Mr. Dornau acquired 1,500,000 shares
of the Common Stock of the Company. Such shares were authorized for issuance by
the Company's Board of Directors on November 13, 2006 upon conversion, and
pursuant to the terms , of a revolving Credit Agreement dated December 5, 2005
in the amount of $1,500,000 between Mr. Dornau and the Company.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer
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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
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7.1 Amended $1,500,000 Revoloving Subordinated Line of Credit incorporated
by reference to Form 8-K as of December 6, 2005.
7.2 Voting Agreement dated April 21, 2005 between Peter G. Dornau and
Gregor M. Dornau incorporated by reference to Schedule 13D as of April 21, 2005
7.3 Peter G. Dornau Notice of Conversion
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: November 20, 2006 /s/ Peter G. Dornau
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Peter G. Dornau
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Exhibit 7.3
ANNEX A
NOTICE OF CONVERSION
The undersigned, idividually and as officer of affiliated entities, hereby
exercises his right to convert $1,500,000 of his Revolving Line of Credit Note,
dated December 6, 2005 into 1,500,000 shares of common stock based on the agreed
upon conversion price of $1.00 as contained in the aforementioned Note.
Dated: November 10, 2006
/s/ Peter G. Dornau
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Peter G. Dornau