Maryland
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13-2578432
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging growth company ☐
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Title of Securities
To be Registered
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Amount
to be
Registered (1)
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Proposed Maximum
Offering Price
Per Share (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration Fee
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Common Stock, par value $0.06⅔ per share
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1,600,000 shares
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$
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76.95
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$
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123,120,000
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$
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14,269.61
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(1) |
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also relates to such indeterminate number of additional shares as may be issuable pursuant to stock splits, stock dividends, or similar transactions.
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(2) |
The proposed maximum offering price per share of Common Stock and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act based on a price of $76.95
per share, which is the average of the high and low sales prices of the Common Stock on August 2
,
2017 on the Nasdaq Global Market.
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Item 3. |
Incorporation of Documents by Reference
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(a) |
the Company’s Annual Report on Form 10-K for the year ended December 31, 2016;
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(b) |
the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2017, respectively;
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(c) |
the Company’s Current Reports on Form 8-K filed June 15 and 16, 2017, respectively; and
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(d) |
the description of the Company’s Common Stock, par value $0.06⅔ per share, contained in the Company’s registration statement therefor and subsequent amendments thereof or reports filed for the purpose of updating that description.
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Item 4. |
Description of Securities
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Item 5. |
Interests of Named Experts and Counsel
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Item 6. |
Indemnification of Directors and Officers
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Item 7. |
Exemption from Registration Claimed
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Item 8. |
Exhibits
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Item 9. |
Undertakings
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(a) |
The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;
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(iii) |
To include any material information with respect to the plan of distribution not disclosed previously in the Registration Statement or any material change to such information in the Registration Statement;
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each employee benefit plan annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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BALCHEM CORPORATION
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By:
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/s/ Theodore L. Harris
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Name: |
Theodore L. Harris
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Title: |
Chairman of the Board, President and
Chief Executive Officer
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Name
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Capacity
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Date
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/s/ Theodore L. Harris
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Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
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July 31, 2017
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Theodore L. Harris
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/s/ William A. Backus
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Chief Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
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July 19, 2017
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William A. Backus
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/s/ Paul D. Coombs
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Director
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July 26, 2017
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Paul D. Coombs
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/s/ David B. Fischer
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Director
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July 26, 2017
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David B. Fischer
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/s/ Edward L. McMillan
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Director
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July 24, 2017
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Edward L. McMillan
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/s/ Matthew D. Wineinger
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Director
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July 23, 2017
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Matthew D. Wineinger
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Exhibit No.
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Description
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4.1
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Composite Articles of Incorporation of Balchem Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K dated March 16, 2006 for the year ended December 31, 2005).
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4.2
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Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on April 25, 2008).
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4.3
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Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on April 28, 2011).
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4.4
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By-laws of Balchem Corporation, as amended and restated as of February 21, 2017 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated February 22, 2017).
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Opinion of Matthew D. Houston, Esq.
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10.1
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2017 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A, filed April 27, 2017)
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Consent of RSM US, LLP
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23.4
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Consent of Matthew D. Houston, Esq. (contained in Exhibit 5.1)
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24.1
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Powers of Attorney (contained on the signature page hereof)
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Re:
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Balchem Corporation 2017 Omnibus Incentive Plan
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Very truly yours,
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/s/ Matthew D. Houston
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Matthew D. Houston
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General Counsel of
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Balchem Corporation
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