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): March 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 1.01 Entry into a Material Definitive Agreement.
On March 30, 2007, Balchem Corporation ("Balchem" or the "Company"),
through its wholly-owned subsidiary Balchem B.V., entered into a Sale and
Purchase Agreement (the "Purchase Agreement") with Akzo Nobel Chemicals S.p.A.,
a subsidiary of Akzo Nobel Chemicals International B.V. ("Akzo"), pursuant to
which Balchem B.V. agreed to acquire Akzo's methylamines and choline chloride
business and manufacturing facilities located in Marano Ticino, Italy for a
purchase price of (euro)5,540,000, plus the value of certain product
inventories, less the value of certain payables to be made by the Company.
Provisionally, the Company is to pay a total of (euro)5,599,000 at closing based
upon estimates of such inventories, payables and the purchase price. 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 parties
believe the final purchase price will be settled no later than 90 days after
closing. The closing is subject to the completion of a trade union consultation
procedure required by Italian law. The parties anticipate that the closing of
the acquisition will occur in the next 30 to 60 days.
Under the Purchase Agreement, Balchem B.V. will assume the business as
a going concern, including the manufacturing equipment, office facilities, most
of the customer accounts, associated contracts and intellectual property. In
connection, the Company will assume liabilities certain relating to the business
prior to the closing, including the payables and unpaid employee entitlements.
In addition, employment of all of Akzo's current employees located at its Marano
Ticino facility will be transferred to the Company. The Purchase Agreement also
provides that the Company will offer to employ Akzo's sales staff (currently
employed by affiliates of Akzo). The Purchase Agreement contains, among other
things, customary representations and warranties of the parties, customary
indemnities, and other customary provisions, including an agreement of Akzo to
conduct the business only in the ordinary course until the closing.
The foregoing description of the Purchase Agreement is qualified in its
entirety by the terms and provisions of the Purchase Agreement, which is
attached hereto as Exhibit 2.1.
On April 2, 2007, the Company issued a press release announcing the
entry into the 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 2.1 Sale and Purchase Agreement dated March 30, 2007, by
and between Balchem B.V. and Akzo Nobel Chemicals
S.p.A.
Exhibit 99.1 Press Release of Balchem Corporation dated April 2,
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: April 4, 2007
Exhibit Index
Exhibit Number Description
-------------- -----------
Exhibit 2.1 Sale and Purchase Agreement dated March 30, 2007, by
and between Balchem B.V. and Akzo Nobel Chemicals
S.p.A.
Exhibit 99.1 Press Release of Balchem Corporation dated April 2,
2007.