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): September 16, 2004
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 September 16, 2004, the Compensation Committee of the Board of Directors
of Balchem Corporation (the "Company") granted options to purchase shares of its
Common Stock to certain executive officers of the Company pursuant to the
Company's 1999 Stock Plan, as amended and restated (the "Plan"). Dino Rossi,
Francis Fitzpatrick, David Ludwig and Robert Miniger, each of whom are executive
officers of the Company, were granted options to purchase 22,000; 18,000; 15,000
and 6,000 shares of Common Stock, respectively, exercisable at a price of $29.60
per share.
The options granted vest as follows: 20% on the first anniversary of the
grant date; 40% on the second anniversary of the grant date; and 40% on the
third anniversary of the grant date, and otherwise pursuant to the terms of the
Stock Option Grant document applicable thereto. The options expire on September
15, 2004. A copy of a form of the Company's Stock Option Grant, pursuant to the
Plan, is filed herewith as Exhibit 10.3.1.
Also filed herewith, as Exhibit 10.3.2, is a copy of a form of Director
Option Grant Agreement, pursuant to the Plan.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements
(b) Pro Forma Financial Information
(c) Exhibits
Exhibit Number Description
-------------- -----------
10.3.1 Form of Stock Option Grant to Employees,
pursuant to the Balchem Corporation 1999
Stock Plan, as amended and restated.
10.3.2 Form of Agreement for Stock Option Grant to
Directors pursuant, to the Balchem
Corporation 1999 Stock Plan, as amended and
restated.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has 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: September 22, 2004
Exhibit Index
Exhibit Number Description
-------------- -----------
10.3.1 Form of Stock Option Grant to Employees,
pursuant to the Balchem Corporation 1999
Stock Plan, as amended and restated.
10.3.2 Form of Agreement for Stock Option Grant to
Directors, pursuant to the Balchem
Corporation 1999 Stock Plan, as amended and
restated.