As filed with the Securities and Exchange Commission on August 17, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BALCHEM CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 13-257-8432
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. Box 600, New Hampton, NY 10958
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(Address of principal executive offices) (Zip Code)
Balchem Corporation Amended and Restated 401(K)/Profit Sharing Plan
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(Full title of the plan)
Dino A. Rossi
President and Chief Executive Officer
Balchem Corporation
P.O. Box 600, New Hampton, NY 10958
(845) 326-5600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Nathan E. Assor, Esq.
Golenbock Eiseman Assor Bell & Peskoe LLP
437 Madison Avenue
New York, New York 10022-7302
(212) 907-7300
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered (1)(3) price per share (2) price (2) registration fee
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Common Stock,
par value $.06-2/3 150,000 $27.24 $4,086,000 $518
per share
(1) Represents additional shares reserved for issuance under the Balchem
Corporation Amended and Restated 401(K)/Profit Sharing Plan (the "Plan"),
pursuant to the terms of the Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) promulgated under the
Securities Act of 1933, based upon the average of the high and low prices of
the Registrant's common stock on August 11, 2004 as reported on the American
Stock Exchange.
(3) Pursuant to Rule 416 under the Securities Act, this Registration
Statement shall also cover any additional shares of common stock of the
Registrant which become issuable under the Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction. In
addition, pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate number of interests to be offered or
sold pursuant to the Plan.
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 registers an aggregate of 150,000
additional shares of common stock reserved for issuance pursuant to the Balchem
Corporation Amended and Restated 401(k)/Profit Sharing Plan. This Registration
Statement on Form S-8 hereby incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (Registration No. 333-44489)
filed with the Securities and Exchange Commission on January 20, 1998 and
amended pursuant to a post-effective amendment filed with the Securities and
Exchange Commission on May 11, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number
4.1 Balchem Corporation Amended and Restated 401(k)/Profit Sharing Plan
5.1 Opinion of Golenbock Eiseman Assor Bell & Peskoe LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Golenbock Eiseman Assor Bell & Peskoe LLP is
contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New Hampton and State of New York on
this 16th day of August, 2004.
BALCHEM CORPORATION
By:/s/ Dino A. Rossi
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Dino A. Rossi, President,
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of DINO A. ROSSI and FRANCIS J.
FITZPATRICK, severally, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
or stead, in any and all capacities, to sign the within Registration Statement
and any and all amendments thereto, and to file the same, and all exhibits
thereto, and any other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
By:/s/ Dino A. Rossi
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Dino A. Rossi, President,
Chief Executive Officer and Director
(Principal Executive Officer)
Date: August 16, 2004
By:/s/ Francis J. Fitzpatrick
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Francis J. Fitzpatrick,
Chief Financial Officer
(Principal Financial and Principal
Accounting Officer)
Date: August 16, 2004
By:/s/ Hoyt Ammidon, Jr.
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Hoyt Ammidon, Jr., Director
Date: August 16, 2004
By:/s/ Francis X. McDermott
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Francis X. McDermott, Director
Date: August 16, 2004
By:/s/ Edward McMillan
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Edward McMillan, Director
Date: August 16, 2004
By:/s/ Kenneth P. Mitchell
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Kenneth P. Mitchell, Director
Date: August 16, 2004
By:/s/ Dr. Elaine Wedral
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Dr. Elaine Wedral, Director
Date: August 16, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: August 16, 2004 BALCHEM CORPORATION
401(k)/Profit Sharing Plan
By: Balchem Corporation,
Plan Administrator
By:/s/ Dino A. Rossi
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Dino A. Rossi, President,
Chief Executive Officer
Exhibit Index
Exhibit
Number
4.1 Balchem Corporation Amended and Restated 401(k)/Profit Sharing Plan
5.1 Opinion of Golenbock Eiseman Assor Bell & Peskoe LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Golenbock Eiseman Assor Bell & Peskoe LLP is
contained in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney is contained on the signature pages.