Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BALCHEM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation or organization)
13-2578432
(I.R.S. Employer Identification No.)
P.O. Box 175
Slate Hill, New York 10973
(Address of Principal Executive offices)
Balchem Corporation 401(k)/Profit Sharing Plan
(Full title of the plan)
Wallace J. Borker, Esq.
Lebensfeld Borker & Sussman LLP
342 Madison Avenue
New York, New York 10173
(212) 371-0300
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price per Aggregate Offering Amount of
be Registered Registered Share Price Registration Fee
- ------------- ---------- ----- ----- ----------------
Common Stock,
Par value
$0.06-2/3
per share 100,000 shs. $16.50 (1) $1,650,000.00 $568.97
- -------------------------------------------------------------------------------------------------------------------
Total 100,000 shs. $1,650,000.00 $568.97
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(1) Calculated pursuant to Rule 457(h)(1) on the basis of the high and low
prices of the Company's Common Stock as reported on the consolidated reporting
system for the American Stock Exchange on January 9, 1998.
This Registration Statement shall become effective immediately upon filing as
provided in Rule 462 under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference the following
documents into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1996.
(b) The Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 1997.
(c) The Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended June 30, 1997.
(d) The Registrant's Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 1997.
(e) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A, File No. 1-13648, filed
under the Securities Exchange Act of 1934 (the "Exchange Act") and declared
effective by the Securities and Exchange Commission on February 28, 1995.
In addition, all documents subsequently filed with the
Securities and Exchange Commission by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in and made a part of
this Registration Statement from the date of filing of such documents.
Item 4. Description of Securities.
Not required, in as much as the Registrant's Common Stock is
registered under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article XI of the by-laws of the Registrant provides as
follows:
INDEMNITY OF OFFICERS AND DIRECTORS
The corporation shall indemnify and hold harmless each of its
directors and officers against any and all expenses actually and necessarily
incurred in connection with the defense of any action, suit or proceeding to
which such director or officer is made a party by reason of his being, or having
been, a director or officer of the corporation, except in relation to matters as
to which he shall be adjudged in such action, suit or proceeding to be liable
for gross negligence or misconduct in the performance of his duties as such
director or officer. In the event of settlement of such action, suit or
proceeding in the absence of such adjudication, indemnification shall include
reimbursement of amounts paid in settlement and expenses actually and
necessarily incurred by such director or officer in connection therewith, but
such indemnification shall be provided only if this corporation is advised by
its counsel that in his opinion such settlement is for the best interests of
this corporation and the director or officer to be indemnified has not been
guilty of gross negligence or misconduct in respect of any matter covered by
such settlement. Such right of indemnification shall not be deemed exclusive of
any other right, or rights, to which such director or officer may be entitled
under any agreement, vote of shareholders or otherwise.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index on page II-6 of this Registration
Statement.
The Registrant undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service (IRS) in a timely manner and has made
and will make all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings.
(1) The undersigned Registrant undertakes:
(a) To file, during any period in which offers or sales are
being made, a post effective amendment to this Registration Statement:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933, unless the information
required to be included in such post-effective amendment is
contained in a periodic report required to be filed by the
Registrant or plan pursuant to Section 13 or 15(d) of the
Exchange Act that is incorporated herein by reference;
(ii)to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement, unless the information required to be included in
such post-effective amendment is contained in a periodic
report filed by the Registrant or plan pursuant to Section 13
or 15(d) of the Exchange Act that is incorporated herein by
reference;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement related to the securities
offered herein, and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(d) That, for the purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(2) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the provisions described in
Item 6 above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment of the Registrant of expenses incurred or paid by the director, officer
or controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
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 Hamlet of Slate Hill, State of New York, on December 12,
1997.
BALCHEM CORPORATION
By: \s\ Dino A. Rossi
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Dino A. Rossi
President and Chief Executive Officer
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KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Dino A. Rossi, his true and
lawful attorney-in-fact, with power of substitution and resubstitution, to
execute in the name of such person, in his capacity as a director or officer of
Balchem Corporation, any and all amendments to this Registration Statement on
Form S-8 and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his substitute, may
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on December 12, 1997 by the
following persons in the capacities indicated.
Signature Title Date
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\s\Dino A. Rossi President and Chief Executive December 12, 1997
- ---------------- Officer (Principal Executive
Dino A. Rossi Officer); Director
Director December , 1997
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John E. Beebe
\s\Francis X. McDermott Director December 12, 1997
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Francis X. McDermott
\s\Leonard J. Zweifler Director December 12, 1997
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Leonard J. Zweifler
Signature Title Date
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- --------------------- Director December , 1997
Donald E. Alguire
\s\Israel Sheinberg Director December 12, 1997
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Israel Sheinberg
\s\Kenneth P. Mitchell Director December 12, 1997
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Kenneth P. Mitchell
\s\Paul F. Mosher Director December 12, 1997
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Paul F. Mosher
\s\Carl R. Pacifico Director December 12, 1997
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Carl R. Pacifico
EXHIBIT INDEX
Exhibit No. Description
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(4) - Balchem Corporation 401(k)/Profit Sharing Plan
dated January 1, 1998
(5) - Opinion of Lebensfeld Borker & Sussman LLP
(24)(a) - Consent of Lebensfeld Borker & Susman LLP
(included in Exhibit 5)
(24)(b) - Consent of Judelson, Giordano & Siegel, P.C.