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): January 2, 2008
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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) On January 2, 2008, Perry W. Premdas accepted his appointment to
the Board of Directors of the Company. A copy of the press release announcing
the addition of Mr. Premdas to the Company's Board of Directors is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a) Amendment to Bylaws:
Effective upon the acceptance by Perry W. Premdas of his appointment to
the Company's Board of Directors on January 2, 2008, Article III, Section 2 of
Balchem's By-laws was amended to increase the number of directors to seven (7)
and to further provide for the reduction of such number to six (6) immediately
before the election of directors of the Company's 2008 annual meeting of
stockholders, at which time the retirement of Hoyt Ammidon, Jr. as a director,
will become effective, in accordance with the Company's policy regarding
mandatory retirement of directors. A copy of Balchem's By-laws, as amended
effective January 2, 2008 is filed with this report as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
(b) Pro forma financial information.
(c) Exhibits
Exhibit Number Description
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3.2 By-Laws of Balchem Corporation
99.1 Press Release of Balchem Corporation dated January 2,
2008.
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: January 3, 2008
Exhibit Index
Exhibit Number Description
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3.2 By-Laws of Balchem Corporation
99.1 Press Release of Balchem Corporation dated January 2,
2008.