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 reported): February 10, 2005
Balchem Corporation
(Exact name of registrant as specified in its charter)
Maryland 1-13648 13-257-8432
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
P.O. Box 600, New Hampton, NY 10958
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (845) 326-5600
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 February 10, 2005, the Board of Directors of Balchem Corporation (the
"Company") granted options to purchase shares of its Common Stock to the five
non-management directors of the Company pursuant to the Company's 1999 Stock
Plan, as amended and restated (the "Plan"). Each of Hoyt Ammidon, Jr., Francis
X. McDermott, Edward L. McMillan, Kenneth P. Mitchell and Elaine R. Wedral was
granted options to purchase 9,922 shares of Common Stock, respectively, at an
exercise price of $24.70 per share. Such options expire on February 9, 2015, and
are exercisable. The number of shares covered by each such option was determined
in accordance with the earnings based formula historically used by the Board and
consistent with that originally set forth in the Company's 1994 Stock Option
Plan for directors, with the number of shares equal to the number of shares for
which options were granted to non-management directors in 1996 (i.e., 2,382
after adjustment for the Company's January 2005 3-for-2 stock split effected as
a stock dividend), multiplied by the quotient obtained by dividing the net
earnings after taxes of the Company for the year ended December 31, 2004 by the
net earnings of the Company for the year ended December 31, 1996.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
(b) Pro forma financial information.
(c) Exhibits
Exhibit Number Description
-------------- -----------
10.3.2 Form of Agreement for Stock Option Grant to
Directors pursuant, to the Balchem
Corporation 1999 Stock Plan, as amended and
restated (incorporated by reference to
Exhibit 10.3.2 to the Current Report on Form
8-K of the Company, dated September 22,
2004).
SIGNATURE
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 hereunto duly authorized.
BALCHEM CORPORATION
By:/s/ Dino A. Rossi
---------------------------
Dino A. Rossi, President,
Chief Executive Officer
Dated: February 14, 2005
Exhibit Index
Exhibit Number Description
-------------- -----------
10.3.2 Form of Agreement for Stock Option Grant to
Directors, pursuant to the Balchem
Corporation 1999 Stock Plan, as amended and
restated (incorporated by reference to
Exhibit 10.3.2 to the Current Report on Form
8-K of the Company, dated September 22,
2004).