Form 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): February 6, 2006
Balchem
Corporation
(Exact
name of registrant as specified in its charter)
Maryland
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1-13648
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13-257-8432
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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
Item
2.01 Completion of Acquisition of Assets
On
February 8, 2006, Balchem Corporation (“Balchem”), through its wholly owned
subsidiary Balchem Minerals Corporation (“BMC”), completed its acquisition of
all of the outstanding capital stock of Chelated Minerals Corporation (“CMC”), a
privately held, Utah corporation for a purchase price of $17,350,000, subject
to
adjustment based upon CMC’s actual working capital and other adjustments (the
“Acquisition”). The Acquisition was previously announced on November 7,
2005.
CMC
is a
global leader in nutrient delivery technology for the animal health industry
through its proprietary chelation process. These products will complement
Balchem's current Animal Nutrition and Health product line.
On
February 6, 2006, Balchem and Bank of America, N.A. (the “Bank”) entered into a
Loan Agreement (the “Loan Agreement”) providing for a term loan of $10 million
(the “Term Loan”), the proceeds of which were used to fund the Acquisition, in
part. The remaining balance of the purchase price of the Acquisition was funded
through Balchem’s cash on hand. The Term Loan is payable in equal monthly
installments of principal, together with accrued interest, and has a maturity
date of March 1, 2009. The Term Loan is subject to a monthly interest rate
equal
to Libor plus one hundred basis points. The Loan Agreement also provides for
a
short-term revolving credit facility of $3 million (the “Revolving Facility”).
No amounts have been drawn on the Revolving Facility as of the date
hereof.
BMC
and
BCP Ingredients, Inc. a wholly owed subsidiary of Balchem are each guarantors
of
Balchem’s obligations under the Loan Agreement. For further information with
regard to the Loan Agreement and the agreements and instruments related thereto,
reference is made to Exhibits 10.1 through 10.6 hereto.
The
description of the agreements and instruments discussed, as well as the
Acquisition, above are qualified in their entirety by reference to such
agreements and instruments which are attached as exhibits hereto.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired
The
financial statements required to be filed pursuant to Item 9.01(a) of Form
8-K will be filed by amendment as soon as practicable, but in no event later
than 71 days after the date this Current Report on Form 8-K is required to
be
filed.
(b)
Pro
Forma Financial Information
The
pro
forma financial information required to be filed pursuant to Item 9.01(b)
of Form 8-K will be filed by amendment as soon as practicable, but in no event
later than 71 days after the date this Current Report on Form 8-K is required
to
be filed.
(d)
Exhibits
Exhibit
10.1
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Stock
Purchase Agreement dated November 2, 2005, by and between Balchem
Minerals
Corporation and Chelated Minerals Corporation (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K of the Company,
dated
November 7, 2005).
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Exhibit
10.2
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Amended
and Restated Loan Agreement dated February 6, 2006 by and between
Bank of
America, N.A. and Balchem Corporation;
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Exhibit
10.3
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Promissory
Note dated February 6, 2006 from Balchem Corporation to Bank of America,
N.A.;
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Exhibit
10.4
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Amended
and Restated Promissory Note (Revolving Line of Credit) dated February
6,
2006 from Balchem Corporation to Bank of America, N.A.
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Exhibit
10.5
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Amended
and Restated Guaranty dated February 6, 2006 from BCP Ingredients,
Inc. to
Bank of America, N.A.;
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Exhibit
10.6
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Guaranty
dated February 6, 2006 from Balchem Minerals Corporation to Bank
of
America, N.A.
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Exhibit
99.1
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Press
Release of Balchem Corporation dated February 9,
2006.
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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.
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BALCHEM
CORPORATION
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By:/s/
Dino A. Rossi
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Dino
A. Rossi, President &
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Chief
Executive Officer
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Dated:
February 9, 2006
Exhibit
Index
Exhibit
Number
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Description
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Stock
Purchase Agreement dated November 2, 2005, by and between Balchem
Minerals
Corporation and Chelated Minerals Corporation (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K of the Company,
dated
November 7, 2005).
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Amended
and Restated Loan Agreement dated February 6, 2006 by and between
Bank of
America, N.A. and Balchem Corporation;
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Promissory
Note dated February 6, 2006 from Balchem Corporation to Bank of America,
N.A.;
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Amended
and Restated Promissory Note (Revolving Line of Credit) dated February
6,
2006 from Balchem Corporation to Bank of America, N.A.
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Amended
and Restated Guaranty dated February 6, 2006 from BCP Ingredients,
Inc. to
Bank of America, N.A.;
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Guaranty
dated February 6, 2006 from Balchem Minerals Corporation to Bank
of
America, N.A.
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Press
Release of Balchem Corporation dated February 9,
2006.
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