OCEAN BIO-CHEM, INC. Item 1.02. Termination of a Material Definitive Agreement.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
At the Effective Time:
1. each share of the Company's common stock,
"Company Common Stock") that was owned by the Company (as treasury stock or
otherwise) or any of its direct or indirect wholly owned Subsidiaries as of
immediately prior to the Effective Time ("Cancelled Shares") was automatically
cancelled and retired and ceased to exist, and no consideration was or will be
delivered in exchange;
2. each share of Company Common Stock issued and outstanding immediately prior to
the Effective Time (other than Cancelled Shares and Dissenting Shares (as
defined by the Merger Agreement)) was converted into the right to receive
$13.08 in cash, without interest (the "Merger Consideration");
3. all shares of Company Common Stock were no longer outstanding and all shares
of Company Common Stock were cancelled and retired and ceased to exist, and,
subject to Section 2.03 of the Merger Agreement, each holder of: (i) a
certificate formerly representing any shares of Company Common Stock; or (ii)
any book-entry shares which immediately prior to the Effective Time
represented shares of Company Common Stock, subject to applicable law in the
case of Dissenting Shares, ceased to have any rights with respect thereto,
except the right to receive the Merger Consideration in accordance with
Section 2.02 of the Merger Agreement; and
1
4. each share of common stock, par value
and outstanding immediately prior to the Effective Time was converted into and
became one newly issued, fully paid, and non-assessable share of common stock,
par value $0.01 per share, of the Surviving Corporation with the same rights,
powers, and privileges as the shares so converted and constituted the only
outstanding shares of capital stock of the Surviving Corporation . From and
after the Effective Time, all certificates representing shares of Merger Sub
common stock have been deemed for all purposes to represent the number of
shares of common stock of the Surviving Corporation .
The foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, which is
included as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
As contemplated by the Merger Agreement, on
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Items 2.01, 3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth under Items 2.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
The Merger Consideration paid by Parent for the outstanding shares of Company
Common Stock was approximately
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.
Pursuant to the terms of the Merger Agreement, each member of the board of directors of the Company resigned immediately prior to the Effective Time, and all officers resigned from each of their respective positions as officers of the Company.
Following completion of the Merger,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time and pursuant to the Merger Agreement, the articles of incorporation and bylaws of the Company were amended and restated to be in the form attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 2.1+ Agreement and Plan of Merger, dated as ofJune 21, 2022 , by and amongOcean Bio-Chem, Inc. , OneWater Marine Inc. andOBCMS, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with theSecurities and Exchange Commission onJune 22, 2022 ). 3.1 Articles of Incorporation ofOcean Bio-Chem, Inc. , adoptedAugust 9, 2022 . 3.2 Bylaws ofOcean Bio-Chem, Inc. , adoptedAugust 9, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
+ Certain schedules and exhibits to this agreement have been omitted in
accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted
schedule and/or exhibit will be furnished to the Securities and Exchange
Commission on request.
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