8-K

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 5, 2006

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 January 5, 2006, Balchem Corporation, through its wholly owned subsidiary Balchem Minerals Corporation, entered into a First Amendment to Stock Purchase Agreement with Chelated Minerals Corporation (“CMC”), a privately held, Utah corporation, and its shareholders (the “Amendment”).The Stock Purchase Agreement, dated October 31, 2005, provided that the closing of the purchase of stock of CMC would occur on or before January 5, 2006. The Amendment extends the closing to no later than February 15, 2006.

The foregoing description of the Amendment is qualified in its entirety by the terms and provisions of the Amendment which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 First Amendment to Stock Purchase Agreement dated January 5, 2006, by and between Balchem Minerals Corporation and Chelated Minerals Corporation

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 10, 2006

Exhibit Index

Exhibit Number	Description
10.1	First Amendment to Stock Purchase Agreement dated January 5, 2006, by and between Balchem Minerals Corporation and Chelated Minerals Corporation

EX-99.1

EXHIBIT 10.1

FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of the 5^th day of January, 2006, by and among the Albert and Verla Richards LTD, Partnership, a Utah limited partnership (the “Partnership”), Bruce R. Sherman, Suzanne R. Sherman, Frank Ciaramella, Frank D’Angelo, Corporation of the President of The Church of Jesus Christ of Latter-day Saints (the “Church”), and Katie H. Mitchell (collectively the “Shareholders” or individually a “Shareholder”), Chelated Minerals Corporation, a Utah corporation (the “Company”), and Balchem Minerals Corporation, a Delaware corporation (the “Purchaser”). The Shareholders, Company and Purchaser may hereinafter be individually referred to as a “Party” or collectively as the “Parties.” The Parties have entered into a Stock Purchase Agreement dated as of October 31, 2005 (the “Agreement”). Capitalized terms used herein shall have the meanings set forth in the Agreement.

RECITALS

WHEREAS, the Shareholders have agreed to sell and transfer to the Purchaser all of the Shares, and the Purchaser has agreed to acquire such Shares, all pursuant to and in accordance with the terms and conditions of the Agreement; and

WHEREAS, the Parties desire to amend Section 7.1 of the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the parties hereto hereby agree as follows:

1. Section 7.1 of the Agreement shall be changed to read as follows:

“Section 7.1       Closing Date and Place. The consummation of the sale and purchase of the Shares contemplated by this Agreement (the “Closing”) will take place at the offices of the Mabey Murray LC at 136 South Main Street, Suite 1000, Salt Lake City, Utah at 10:00 A.M. Mountain within two (2) days following completion and presentation of a non-qualified report from McGladrey & Pullen, LLP relating of the Audit, or at such other date and time as may be mutually agreeable to the parties hereto (the “Closing Date”). In the event the Audit is completed after November 25, 2005, the Shareholders shall have the right to extend the Closing Date until no later than February 15, 2006. The Closing will be effective as of the end of business on the Closing Date. At the Closing, the Shareholders will deliver to the Purchaser certificates representing all of the Shares duly endorsed for transfer or accompanied by duly executed stock powers, in either case executed in favor of the Purchaser or its nominee as the Purchaser may have directed prior to the Closing. At the Closing, the Purchaser will deliver to the Shareholders the Purchase Price as provided in Section 2 hereof.”

2.             Except as modified by this Amendment, all other provisions of the Agreement shall remain the same as set forth therein.

[THE REMAINDER OF THIS PAGE INTENTIONALLY

LEFT BLANK –SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Company, the Purchaser and the Shareholders have duly executed and delivered this Amendment as of the day and year first above written.

COMPANY:
CHELATED MINERALS CORPORATION
By:
Name:	Bruce R. Sherman
Title:

SHAREHOLDERS:
ALBERT AND VERLA RICHARDS LTD, PARTNERSHIP
By:
	Suzanne R. Sherman, general partner
By:
	Ruth Ellen R. Bean, general partner

By:
Name:	Bruce R. Sherman

By:
Name:	Suzanne R. Sherman

By:
Name:	Frank Ciaramella

By:
Name:	Frank D’Angelo

S-1

CORPORATION OF THE PRESIDENT OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS
By:
Name:
Title:
By:
	Katie H. Mitchell
PURCHASER:
BALCHEM MINERALS CORPORATION
By:
Name:
Title:

S-2