0001140361-15-031105.txt : 20150812 0001140361-15-031105.hdr.sgml : 20150812 20150811181558 ACCESSION NUMBER: 0001140361-15-031105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150811 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150812 DATE AS OF CHANGE: 20150811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALCHEM CORP CENTRAL INDEX KEY: 0000009326 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 132578432 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13648 FILM NUMBER: 151045114 BUSINESS ADDRESS: STREET 1: P O BOX 600 CITY: NEW HAMPTON STATE: NY ZIP: 10958 BUSINESS PHONE: 8453265632 MAIL ADDRESS: STREET 1: P O BOX 600 CITY: NEW HAMPTON STATE: NY ZIP: 10958 8-K 1 form8k.htm BALCHEM CORP 8-K 8-11-2015
 
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): August 11, 2015

Balchem Corporation
(Exact name of registrant as specified in its charter)

Maryland
1-13648
13-257-8432
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

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; Compensatory Arrangements of Certain Officers.

On August 11, 2015, Balchem Corporation (the “Company”) issued a press release announcing the transition of Dino A. Rossi, Executive Chairman to Chairman of the Board of Directors of the Company.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Mr. Rossi will not, by virtue of the foregoing, receive any compensation not already contemplated under his past employment agreement, although the Compensation Committee of the Board of Directors of the Company accelerated Mr. Rossi’s previously-granted unvested options to purchase Company common stock, and removed the restrictions on Mr. Rossi’s previously-granted Restricted Stock.  


Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release issued by Balchem Corporation on August 11, 2015.



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/ Matthew D. Houston
 
Matthew D. Houston, General Counsel and Secretary

Dated: August 11, 2015

 
EXHIBIT INDEX

Exhibit Number Description

99.1 Press Release issued by Balchem Corporation on August 11, 2015

 
 
 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
 
Balchem Corporation Announces Dino Rossi to Transition to Non-Executive Chairman
 

New Hampton, NY, August 11, 2015.  Balchem Corporation (NASDAQ: BCPC) (the “Company”) announced that, effective September 1, 2015, former President and Chief Executive Officer and current Executive Chairman, Dino A. Rossi, will transition into service solely as the non-executive Chairman of the Board of Directors of the Company. The Company appointed Theodore Harris as its new President and Chief Executive Officer effective April 28, 2015, at which time Mr. Rossi was appointed Executive Chairman to help guide the Company through the transition period.

Dr. John Y. Televantos, Lead Director, commented: “We are grateful to Dino for his exceptional stewardship of the Company and for his tireless service as an executive officer since 1996. His many accomplishments over the past nineteen years are well known. Dino’s transition to non-executive Chairman is a natural evolution of his role at the Company, and we are appreciative of his commitment to the business as the leader of our Board of Directors.”

Mr. Harris commented: “I know that I speak for everyone in the Balchem family in expressing my appreciation to Dino for his exemplary service to the Company. Our entire organization is grateful for his unwavering commitment to, and enthusiasm for, Balchem, and we look forward to his continued leadership as Chairman.”

Forward-Looking Statements
This release contains forward-looking statements, which reflect Balchem’s expectation or belief concerning future events that involve risks and uncertainties. Balchem can give no assurance that the expectations reflected in forward-looking statements will prove correct and various factors could cause results to differ materially from Balchem’s expectations, including risks and factors identified in Balchem’s annual report on Form 10-K for the year ended December 31, 2014. Forward-looking statements are qualified in their entirety by the above cautionary statement. Balchem assumes no duty to update its outlook or other forward-looking statements as of any future date.

About Balchem Corporation
Balchem Corporation consists of four business segments:  SensoryEffects (formerly Food, Pharma and Nutrition); Animal Nutrition and Health; ARC Specialty Products; and Industrial Products.  The SensoryEffects segment provides customized food and beverage ingredient systems and proprietary microencapsulation solutions to a variety of applications in the human food, pharmaceutical and nutrition marketplaces. The Animal Nutrition and Health segment manufactures and supplies products to numerous animal health markets. Through ARC Specialty Products, Balchem provides specialty-packaged chemicals for use in healthcare and other industries, and the Industrial Products segment, provides certain derivative products into industrial applications, predominately as a component for hydraulic fracturing of shale natural gas wells.

Contact: Karin McCaffery, Executive Administration Manager
Telephone:  845-326-5600
e-mail:  kmccaffery@balchem.com