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): April 30, 2007
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 8.01 Other Events
On April 30, 2007, Balchem Corporation ("Balchem"), through its
European subsidiary Balchem B.V., completed its acquisition of the methylamines
and choline chloride business and manufacturing facilities of Akzo Nobel
Chemicals S.p.A. ("Akzo"), located in Marano Ticino, Italy for a provisional
purchase price of (euro)4,599,000. Such amount is subject to adjustment after
the closing based upon actual finished goods and raw materials inventory as of
the closing date, as well as reconciliation of the other estimated constituents
of the provisional purchase price (the "Acquisition"). The parties believe the
final purchase price will be fully settled no later than 90 days after closing.
The terms and conditions of the Acquisition are set forth in the Sale and
Purchase Agreement, dated March 30, 2007, between Balchem B.V. and Akzo and is
incorporated herein by reference to Exhibit 10.1 to the Current Report on Form
8-K of the Company, dated April 4, 2007 (the "Purchase Agreement"). The
Acquisition was previously announced on April 2, 2007. Balchem B.V. assigned the
Purchase Agreement in its entirety to Balchem Italia S.r.l., a wholly owned
subsidiary of Balchem B.V.
On May 1, 2007, the Company issued a press release announcing the
closing of the Acquisition. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release of Balchem Corporation dated May 1, 2007.
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: May 4, 2007
Exhibit Index
(d) Exhibits
Exhibit 99.1 Press Release of Balchem Corporation dated May 1, 2007.