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): November 2, 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 November 2, 2005, Balchem Corporation ("Balchem"), through its wholly
owned subsidiary Balchem Minerals Corporation ("BCM"), entered into a definitive
stock purchase agreement with Chelated Minerals Corporation ("CMC"), a privately
held, Utah corporation, and its shareholders to acquire all of the outstanding
capital stock of CMC for a purchase price of $17,350,000 (the "Stock Purchase
Agreement"). The purchase price is subject to adjustment based upon CMC's
working capital as of the closing date.
CMC is a global leader in nutrient delivery technology for the animal
health industry through its proprietary chelation process.
The Stock Purchase Agreement contains, among other things, representations
and warranties of the parties, conditions to closing and other customary
provisions. The representations and warranties from the shareholders set forth
in the Stock Purchase Agreement shall survive the closing of this transaction
for a period of one year; however liability of the shareholders for breach of
the representations and warranties shall be limited to $7,500,000. The parties
have agreed to hold $800,000 of the purchase price in a cash escrow account for
a period of one year after the closing to secure the selling shareholders'
indemnification obligations and obligations with respect to the purchase price
adjustment under the Stock Purchase Agreement. The parties anticipate closing
the transaction during the fourth quarter of 2005.
In connection with the Stock Purchase Agreement and as an inducement for
Balchem to enter into the transaction, Balchem will enter into agreements with
certain key shareholders of CMC under which such shareholders will agree not to
compete with Balchem or BCM in the chelated materials animal nutrition
industries for a period of ten years following the closing date.
The foregoing description of the Stock Purchase Agreement is qualified in
its entirety by the terms and provisions of the Stock Purchase Agreement which
is attached hereto as Exhibit 10.1.
On November 7, 2005, the Company issued a press release announcing the
entry into the Stock Purchase Agreement. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Stock Purchase Agreement dated November 2, 2005, by and between
Balchem Minerals Corporation and Chelated Minerals Corporation
Exhibit 99.1 Press Release of Balchem Corporation dated November 7, 2005
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: November 7, 2005
Exhibit Index
Exhibit Number Description
-------------- -----------
10.1 Stock Purchase Agreement dated November 2, 2005, by and between
Balchem Minerals Corporation and Chelated Minerals Corporation
99.1 Press Release of Balchem Corporation dated November 7, 2005