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): December 15, 2004
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 December 15, 2004, the Compensation Committee of the Board of Directors
of Balchem Corporation ("Balchem") approved Balchem's Incentive Compensation
Program for the 2005 calendar year (the "ICP). The ICP provides for the awarding
of bonus compensation to executive officers and certain other employees , based
upon the level of achievement of specific goals established for the particular
officer or employee, and for the weighting of those goals to determine the
amount of the bonus. No bonuses are required to be paid under the ICP unless a
specified minimum level of consolidated net income before interest and taxes
("NIBIT") is achieved. The Compensation Committee has established such minimum
level of NIBIT for 2005 based upon Balchem's estimated results of operations for
the 2004 calendar year.
Pursuant to the terms of the employment agreement between Balchem and Dino
A. Rossi, its President and Chief Executive Officer, Mr. Rossi is entitled to
annual discretionary bonuses of up to 100% of his base salary, based upon
Balchem achieving operating and/or financial targets established by the Board of
Directors or an authorized committee thereof. 50% of such bonus compensation is
determined pursuant to the ICP. The Compensation Committee has established a
minimum level of consolidated net income for the 2005 fiscal year to be achieved
by Balchem in order for Mr. Rossi to be entitled to the portion of such bonus
compensation not covered by the ICP.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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10.8 2005 Incentive Compensation Program
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has 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: December 20, 2004
Exhibit Index
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Exhibit No. Description
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Exhibit 10.8 2005 Incentive Compensation Program