SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
BALCHEM CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
[GRAPHIC-LOGO] BALCHEM CORPORATION
P.O. Box 175 SLATE HILL, NEW YORK 10973
BALCHEM
CAPSULET PROCESS
---------------------------------
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 27, 1997
---------------------------------
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of BALCHEM CORPORATION will be held in the Board
of Governors Room, 13th floor, the American Stock Exchange, 86
Trinity Place, New York, New York, on Friday, June 27, 1997 at
11:00 a.m. for the following purposes:
1. To elect three Class 2 directors of the Board of
Directors to serve until the annual meeting in 2000 and one
Class 1 director to serve until the annual meeting in 1998 and
in each case until their respective successors have been duly
elected and qualified.
2. To consider and take action upon the approval and
adoption of amendments to the Stock Option Plan for Directors,
as set forth herein.
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Information with respect to the above matters is set
forth in the Proxy Statement which accompanies this Notice.
Only stockholders of record at the close of business on
April 15, 1997 are entitled to notice of and to vote at the
meeting or any adjournment thereof.
We hope that all our stockholders who can conveniently do
so will attend the meeting. Stockholders who do not expect to
be able to attend the meeting are requested to fill in, date
and sign the enclosed proxy and promptly return the same in
the enclosed addressed envelope which requires no postage and
is intended for your convenience. Stockholders who are present
at the meeting may withdraw their proxies and vote in person,
if they so desire.
BY ORDER OF THE BOARD OF DIRECTORS
Wallace J. Borker
Secretary
Dated: April 23, 1997
<PAGE>
BALCHEM CORPORATION
P.O. BOX 175
SLATE HILL, NEW YORK 10973
---------------------------------
PROXY STATEMENT FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS
---------------------------------
Solicitation And Revocation of Proxies
The solicitation of the enclosed proxy is made by the Board of Directors of
Balchem Corporation (the "Company") of the holders of shares of Common Stock of
the Company in connection with the Annual Meeting of Stockholders to be held on
Friday, June 27, 1997.
The Company has authorized two classes of stock: 2,000,000 shares of
Preferred Stock, $25 par value, of which no shares have been issued, and
10,000,000 shares of Common Stock, par value $.06-2/3 per share. On April 15,
1997, the record date for determination of stockholders entitled to vote at the
meeting, there were 3,153,352 shares of Common Stock outstanding and entitled to
be voted at the meeting and each of these shares is entitled to one vote.
Unless otherwise specified in the proxy, a proxy solicited by the Board of
Directors will be voted for the four nominees set forth herein and for the
approval of item 2. Abstentions will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum but as
unvoted for purposes of determining the approval of any matter submitted to a
vote of the stockholders. If a broker indicates on the proxy card that it does
not have discretionary authority to vote certain shares on a particular matter,
those shares will not be considered as voted for the purpose of determining the
approval of such matter. Any stockholder who has given a proxy has the power to
revoke it any time before the proxy is voted.
The Company's address is P.O. Box 175, Slate Hill, New York 10973 and its
telephone number is (914) 355-5300. The Proxy Statement and the enclosed form of
Proxy are being mailed to the Company's stockholders on or about April 25, 1997.
ELECTION OF DIRECTORS
The Company's by-laws provide for a staggered term Board of Directors by
the classification of the Board of Directors into three classes (Class 1, Class
2 and Class 3). The term of the three Class 2 directors will expire at the
annual meeting of stockholders to be held in 1997. Raymond A. Reber, a Class 1
director, was elected by the Board of Directors for an interim term to fill the
vacancy created by the resignation from the Board of Directors of Dr. Weiss, the
former Chief Executive Officer, who has become a director emeritus. Mr. Reber's
interim term will also expire at the 1997 annual meeting. The other directors
will remain in office until their terms expire.
<PAGE>
Donald E. Alguire, Israel Sheinberg and Kenneth P. Mitchell will be the
nominees for election as Class 2 directors and Raymond A. Reber will be the
nominee as a Class 1 director. If elected, Messrs. Alguire, Sheinberg and
Mitchell will serve until the annual meeting of stockholders in 2000 and Mr.
Reber will serve until the annual meeting of stockholders in 1998, and in each
case until their respective successors have been duly elected and qualified. It
is intended that the accompanying proxy will be voted for election of said
nominees. The nominees have indicated that they are willing to serve as
directors if elected. If for any reason one or more of such nominees becomes
unavailable for election, the proxies may be voted for a substitute nominee(s)
designated by the management of the Company. Management has no reason to expect
that any nominee will fail to be a candidate at the meeting and, accordingly,
has not contemplated any substitute.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following persons, present directors of the Company whose terms expire
in June 1997, have been nominated by the Board of Directors.
Class 1 Director Whose Term Expires in 1997
RAYMOND A. REBER, 54, President and Chief Executive Officer since January
1, 1997; Executive Vice President and Chief Operating Officer of the Company
since January 1994; director new ventures development UOP, a joint venture of
Union Carbide and Allied Signal from 1990 to 1993.
Class 2 Directors Whose Terms Expires in 1997
DONALD E. ALGUIRE, 69, has been a management, financial and technical
consultant d/b/a Alguire Associates since October 1, 1987. He has been a
director of the Company since 1988. He was formerly President of Griffith
Microsciences.
ISRAEL SHEINBERG, 64, is an independent management and technical consultant
d/b/a as Sheinberg Associates since 1990. He has been a director of the Company
since July 1991. He was formerly executive vice president of Recognition
Equipment, Inc.
KENNETH P. MITCHELL, 57, is retired. He was Chief Executive Officer of
Oakite Products Inc. from 1986 to 1993. He has been a director of the Company
since 1993. In February 1997, he became a director of Tetra Technologies, Inc.,
a specialty chemical company selling products and services in the oil and gas
market.
The following directors will continue in office:
Class 3 Directors Whose Terms Expire in 1999
JOHN E. BEEBE, 74, is retired. He was Chairman Emeritus of Scott Macon,
Ltd. from August 1990 to June 1991; prior to August 1990 he had been Chairman of
Scott Macon Ltd. from September 1, 1985. Mr. Beebe has been a director of the
Company since 1986.
FRANCIS X. McDERMOTT, 63, is retired. He was President of the Specialty
Chemicals Group, Merck & Co., Inc. from 1985 through 1992. He has been a
director of the Company since 1992.
LEONARD J. ZWEIFLER, 68, is a dentist and Senior Partner of Kings Dental
Group, and has been a director of the Company since 1969.
Class 1 Directors Whose Terms Expire in 1998
PAUL F. MOSHER, 63, is retired. He was President of the Kelco Division of
Merck & Co, Inc. specialty chemicals 1985-93. Mr. Mosher has served as a
director of the Company since 1994.
CARL R. PACIFICO, 75, has been an independent consultant in general
management. He has served as a director of the Company since 1967.
<PAGE>
Executive Officers Other than Directors
RAYMOND A. REBER, 54, President and Chief Executive Officer since January
1, 1997; Executive Vice President and Chief Operating Officer of the Company
since 1994; director new ventures development UOP, a joint venture of Union
Carbide and Allied Signal from 1990 to 1993.
DINO ROSSI, 42, Vice President and Chief Financial Officer of the Company
since April 1, 1996; Treasurer since June 21, 1996; January 1994-March 1996,
Vice President, Finance and Administration; Norit Americas Inc., 1987-1993, Vice
President, Finance and Administration, Oakite Products Inc.
WAYNE STOCKLAND, 54, Vice-President-Technology of the Company since
February 7, 1997; Director of Technology of the Company December 1995-January
1997; Director of Technology at Consolidated Nutrition (Acquired Supersweet
Feeds) 1987-1995; Director of Research at Supersweet Feeds 1970-1986.
GEORGE A. VAIL, 64, Vice President-Manufacturing of the Company since 1988.
Board Meetings
There were six meetings of the Board of Directors in 1996. With one
exception, all of the directors attended all six meetings. One director attended
five meetings.
Committees
The Board of Directors has established the following committees: Audit
Committee: Messrs. Pacifico, Beebe and Alguire; Compensation Committee: Messrs.
Mitchell, Sheinberg and Mosher; Finance Committee: Messrs. Beebe, Mitchell and
Dr. Zweifler; International Committee: Messrs. Sheinberg, McDermott and Mosher;
Planning/Succession Committee: Messrs. McDermott, Pacifico and Mosher; and the
Stockholder Committee: Dr. Zweifler and Messrs. Beebe and Alguire. Mr. Reber is
an ex-officio member of the Compensation, Planning/Succession, International and
Stockholder Committees; Mr. Rossi is an ex-officio member of the Audit and
Finance Committees.
The Audit Committee is responsible for matters related to the choice of
auditors and auditing questions.
The Compensation Committee is responsible for compensation policies and
incentive plans.
The Finance Committee monitors the Company's financial condition and
provides guidance as to external financing.
The International Committee is concerned with the Company's international
programs.
The Planning/Succession Committee is concerned with the Company long range
strategic plan and membership on the Company's Board.
The Stockholder Committee is concerned with the relations between the
Company and its stockholders:
In 1996, each of the committees other than the Compensation Committee had
one meeting. The Compensation Committee met three times.
<PAGE>
Compliance With Section 16(a) Of The Exchange Act.
Based solely upon a review of filings with the Company under Rule 16a-3(d),
no director or officer failed to file as required by said rule on a timely
basis.
Compensation of Executive Officers
The following Table sets forth information concerning the earned
compensation for services to the Company during the fiscal years ended December
31, 1996, 1995 and 1994 for the President of the Company, the Executive
Vice-President and the Vice President and Chief Financial Officer, being the
only executive officers whose total cash compensation with respect to the
respective periods of such service exceeded $100,000:
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ----------------------
Contingent
Payment and Other Annual* Deferred
Name Salary Director's Fees Compensation Options Compensation
---- ------ --------------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
DIR 1,059(2)
CEO Herbert D. Weiss 1996 $ 80,000 $117,512 $17,135 EE 2,000(1) $ 22,411
EVP Raymond A. Reber 1996 120,000 56,950 4,502 EE 3,500(1) 7,437
VP and
CFO Dino Rossi 1996 110,000 26,000 27,570 EE 4,000(1) 0
CEO Herbert D. Weiss 1995 $ 80,000 $103,992 $ 7,043 EE 2,000(1) $ 12,659
DIR 800(2)
EVP Raymond A. Reber 1995 $ 88,000 $ 48,751 $ 3,223 EE 2,000(1) $ 2,292
CEO Herbert D. Weiss 1994 $ 80,000 $ 71,272 $ 6,283 EE 1,800 $ 12,187
DIR 1,317
EVP Raymond A. Reber 1994 $ 88,000 $ 26,598 $ 2,018 EE 22,500(1) $ 1,566
* Includes Social Security paid by Company, personal auto use, Company's
portion of 401(k) contributions and moving expenses.
(1) Employee Incentive Options
(2) Directors' Options
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN 1996
Options Percentage of
Name Granted Total Granted Exercise Date Expiration Date
- ---- ------- ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Herbert D. Weiss DIR 1,059 10.1% Immediately December 31, 2006
Raymond A. Reber EE 3,500 14.6% 700 December 16, 1997 December 16, 2006
1,400 December 16, 1998
1,400 December 16, 1999
Dino Rossi EE 4,000 16.6% 400 December 16, 1996 December 16, 2006
1,600 December 16, 1997
1,200 December 16, 1998
800 December 16, 1999
<CAPTION>
OPTIONS EXERCISED IN 1996
Value of in
Unexercised Options the money
Name Shares Acquired Value Realized(1) at end of 1996 options(1)
---- --------------- ----------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
CEO Herbert D. Weiss 1,999 3,495.25 7,297 $12,016.69
1,500 5,505.00
1,500 7,125.00
1,800 4,500.00
----- ----------
6,799 $20,625.25
(1) Excess of market price at December 31, 1996 of $8.50 over exercise price.
</TABLE>
<PAGE>
Directors' Fees and Expenses
In 1996, each Director of the Company received a fixed payment of $3,000,
payable in bi-monthly installments, and $1,000 for his attendance at each Board
of Directors meeting as his retainer, and travel expenses for attending such
meetings. On April 7, 1989, the Board of Directors had adopted a Director
Compensation Program effective with the organization meeting of Directors held
in June 1989 which based directors' fees on approximately .44% of the previous
year's pre-tax profits.
Pension Plan and Certain Other Benefits
The Company has a money purchase plan which covers substantially all
employees. Pension plan contributions for 1996, 1995 and 1994 were $282,657,
$137,556 and $111,741, respectively. The Company contributes to said pension
plan yearly 3.55% of the annual W-2 reported salary for Dr. Weiss which amount
is immediately and 100% vested. On retirement or termination of employment, Dr.
Weiss and Mr. Reber are entitled to a lump-sum distribution of all monies and
interest accrued to their respective accounts.
As of January 1, 1987, the Company adopted a 401(k) savings plan which
covers substantially all employees. The Company's 1996 savings plan contribution
was $82,899.
The Company's Board of Directors approved supplemental insurance programs
for key employees, that pay certain additional retirement benefits after
retirement or death to a designated beneficiary for ten years. The Company owns
the insurance policies and reserves the right to modify or terminate such plan.
Policies for Dr. Weiss and Mr. Vail are in effect in the aggregate amounts of
$300,000 and $100,000, respectively, for a total cost of $17,060 per year.
Options and Warrants
In April, 1989, the Company adopted an incentive stock option plan, since
amended, which was approved by the stockholders at the Company's 1989 Annual
Meeting, which provides for the granting of incentive stock options, as defined
under current tax laws, to officers and key employees. The stock options are
exercisable at a price equal to the market value of the stock on the date of
grant. For the purpose of the plan, 250,000 shares of common stock were reserved
for future grant. Options may be exercised over a period of one to ten years.
The plan terminated in June, 1994, five years from the date of stockholder
approval.
In 1994, Registrant adopted a new incentive stock option plan, since
amended, which was approved by the stockholders at Registrant's 1994 Annual
Meeting which provides for the granting of incentive stock options, as defined
under current tax laws, to officers and key employees. The stock options are
exercisable at a price equal to the market value of the stock on the date of
grant. For the purpose of the plan, 187,500 shares of common stock were reserved
for future grant. Options may be exercised over a period of one to ten years.
The plan terminates in June, 1999, five years from the date of stockholder
approval.
<PAGE>
In April, 1989, Registrant adopted a Stock Option Plan for directors of the
Company, amended in 1996, which was originally approved by the stockholders at
the Company 1989 Annual Meeting, which provides for granting stock options to
directors and directors emeriti of the Company. The stock options are
exercisable at a price equal to the market value of the stock at the close of
business on the annual date of grant, which is December 31 of each year during
the life of the plan. The number of options granted to each director in any year
is equal to the nearest whole share of the quotient obtained by dividing the
director's fee payable to such director for such year by the market value of a
share of the common stock at the close of business on the date of grant. The
options are exercisable over a ten-year period from the date of grant, provided
at the time of exercise the optionee is still a director or director emeritus,
unless the optionee dies while a director or director emeritus, in which case
his legal representatives have ninety days or until the option would otherwise
expire in which to exercise the option. The plan terminated in June, 1994, five
years from the date of stockholder approval. The options for current directors
still outstanding are set forth below.
As of December 31, 1991, options as follows were granted to each director
at an exercise price of $4.75. No such option has been exercised.
<PAGE>
<TABLE>
<CAPTION>
Name Options
---- -------
<S> <C>
Donald E. Alguire 663
John Beebe 663
Carl R. Pacifico 663
Herbert D. Weiss 663
Leonard J. Zweifler 663
Israel Sheinberg 331
</TABLE>
As of December 31, 1992, additional options as follows were granted; all at
an exercise price of $4.67. No such option has been exercised.
<TABLE>
<CAPTION>
Name Options
---- -------
<S> <C>
Donald E. Alguire 804
John Beebe 804
Francis X. McDermott 268
Carl R. Pacifico 804
Herbert D. Weiss 804
Leonard J. Zweifler 804
Israel Sheinberg 804
</TABLE>
As of December 31, 1993, additional options as follows were granted; all at
an exercise price of $3.67. No such option has been exercised.
<TABLE>
<CAPTION>
Name Options
---- -------
<S> <C>
Donald E. Alguire 636
John Beebe 654
Francis X. McDermott 654
Carl R. Pacifico 654
Herbert D. Weiss 654
Leonard J. Zweifler 654
Israel Sheinberg 654
Kenneth P. Mitchell 109
</TABLE>
In 1994, Registrant adopted a new Stock Option Plan for directors of
Registrant, amended in 1996, which was originally approved by the stockholders
at Registrant's 1994 Annual Meeting, which provides for granting stock options
to directors and directors emeriti of Registrant. The stock options are
exercisable at a price equal to the market value of the stock at the close of
business on the annual date of grant, which is December 31 of each year during
the life of the plan. The number of options granted to each director in any year
is equal to the nearest whole share of the quotient obtained by dividing the
<PAGE>
director's fee payable to such director for such year by the market value of a
share of the common stock at the close of business on the date of grant. The
options are exercisable over a ten-year period from the date of grant, provided
at the time of exercise the optionee is still a director or director emeritus,
unless the optionee dies while a director or director emeritus, in which case
his legal representatives have ninety days or until the option would otherwise
expire in which to exercise the option. The plan terminates in June, 1999, five
years from the date of stockholder approval. 52,500 shares of the common stock
were reserved for exercise under this plan. As of December 31, 1994, the options
granted each director were as follows; all at an exercise price of $6.00. No
such option has been exercised by any present director.
<TABLE>
<CAPTION>
Name Options
---- -------
<S> <C>
Donald E. Alguire 1,317
John Beebe 1,317
Francis X. McDermott 1,200
Kenneth P. Mitchell 1,267
Paul F. Mosher 567
Carl R. Pacifico 1,317
Israel Sheinberg 1,317
Herbert D. Weiss 1,317
Leonard J. Zweifler 1,317
</TABLE>
As of December 31, 1995, additional options were granted to each director
as follows; all at an exercise price of $9.00. No such option has been exercised
by any present director.
<TABLE>
<CAPTION>
Name Options
---- -------
<S> <C>
Donald E. Alguire 800
John Beebe 800
Francis X. McDermott 800
Kenneth P. Mitchell 800
Paul F. Mosher 800
Carl R. Pacifico 800
Israel Sheinberg 800
Herbert D. Weiss 800
Leonard J. Zweifler 800
</TABLE>
<PAGE>
As of December 31, 1996, additional options were granted to each director
as follows; all at an exercise price of $8.50. No such option has been exercised
by any present director.
<TABLE>
<CAPTION>
Name Options
---- -------
<S> <C>
Donald E. Alguire 941
John Beebe 1,059
Francis X. McDermott 1,059
Kenneth P. Mitchell 1,059
Paul F. Mosher 1,059
Carl R. Pacifico 1,059
Israel Sheinberg 1,059
Herbert D. Weiss 1,059
Leonard J. Zweifler 1,059
</TABLE>
Security Ownership of Certain Beneficial Owners and of Management
The following tables set forth the indicated information as of March 1,
1997 as to each person who is known to the Company to be the beneficial owner of
more than five percent of any class of the Company's voting securities, and as
to each director or nominee and all present directors and officers as a group:
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent
Title of Class (1) Beneficial Owner Ownership (1) of Class
- -------------- --- ---------------- ------------- --------
<S> <C> <C> <C>
Company's Common Stock A. Harry Wallenstein 243,000 7.7%
85 Bay 40th Street
Brooklyn, NY 11214
Company's Common Stock Leonard J. Zweifler 221,168(3) 7.0%
150 East 69 Street
New York, NY 10021
Company's Common Stock Raymond A. Reber 28,225 0.9%
Company's Common Stock Donald E. Alguire 13,947 0.4%
Company's Common Stock John E. Beebe 17,916(2) 0.6%
Company's Common Stock Francis X. McDermott 9,981(5) 0.3%
Company's Common Stock Kenneth P. Mitchell 8,685(4) 0.3%
Company's Common Stock Paul F. Mosher 6,426(6) 0.1%
- ----------------
<PAGE>
(1) In accordance with Rule 13d-3(a)(i), the amounts in these columns are
calculated upon the assumption that all shares subject to warrants and
options are outstanding as to those beneficial owners who hold warrants or
options. Messrs. Reber, Alguire, Beebe, McDermott, Mitchell, Mosher,
Pacifico, Sheinberg and Zweifler hold, respectively, warrants or options
for 28,000, 5,161, 5,297, 3,981, 3,235, 2,426, 5,297, 4,965 and 5,297
shares. Messrs. Borker, Rossi, Stockland and Vail, officers of the Company,
have options in respect of 5,123, 4,000, 1,500 and 5,224 shares,
respectively. The percentage of class is calculated upon a total of
outstanding shares plus shares subject to outstanding options and warrants.
(2) Exclusive of 2,499 shares owned by Mr. Beebe's wife.
(3) Exclusive of 2,000 shares owned by Dr. Zweifler's wife, beneficial
ownership which is disclaimed by Dr. Zweifler.
(4) Includes 2,000 shares of which Mr. Mitchell is custodian for a
granddaughter.
(5) Owned jointly with his wife.
(6) 3,000 shares are held by him and his wife as trustees of a family trust.
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent
Title of Class (1) Beneficial Owner Ownership (1) of Class
- -------------- --- ---------------- ------------- --------
<S> <C> <C> <C>
Company's Common Stock Carl R. Pacifico 83,301 2.6%
Company's Common Stock Israel Sheinberg 10,033 0.3%
Company's Common Stock All present directors 450,532 13.8%
and officers of the
Company as a group
(12 persons)
</TABLE>
<PAGE>
APPROVAL OF THE AMENDMENT OF THE STOCK OPTION PLAN
FOR DIRECTORS OF BALCHEM CORPORATION
Under the present Stock Option Plan for Directors, the number of shares for
which options are granted to a director (or director emeritus) in each year is a
function of the director's annual fees and the stock price per share of the
Company's stock at year end. The number of shares covered by the option is
determined by dividing the stock price per share at year end into the total fee
earned. Since the annual fees are redetermined in each year based on the
Company's earnings for the prior year, the determination reflects changes in the
Company's earnings but only in an indirect fashion through the change in annual
fees.
The Board, on the recommendation of the Compensation Committee, has
determined that it would be more appropriate to directly tie-in the number of
shares for which an option is granted to the changes in corporate earnings, thus
freeing the determination of directors' fees from any option determining
function.
Under the proposed amendment, approved by the Board, but subject to
stockholder approval, the number of shares for which options would be granted in
any year would start with the maximum number of shares for which an option was
granted in 1996, namely, 1,059 shares. The Company would grant annually to each
director and director emeritus an option for that number of shares obtained by
multiplying 1,059 by the percentage increase or decrease in net earnings of the
Company for each year over the net earnings of approximately $1,927,000 for the
year ended 1996. At the same time, in contemplation of the change, the Board has
voted not to increase directors' fees for 1997 above the maximum of $9,000 paid
in 1996, although based on the formula that has been used the maximum fee would
have been $11,000. (See Directors' Fees and Expenses at p. 8).
To accomplish the change in the Plan, Section 5 would be changed to read as
follows:
SECTION 5. Grant of Options. On each December 31, commencing
with December 31, 1997, during the term of this agreement,
each director and director emeritus ("Optionee") shall be
granted options under the Plan to purchase that number of
shares of Common Stock which is equal to the maximum number of
shares for which options were granted in 1996, namely, 1,059,
multiplied by the quotient obtained by dividing (i) the net
earnings of the Corporation for the year then ended by (ii)
the net earnings of the Corporation for 1996, computed to the
nearest whole number of shares. The option exercise price (the
"Price") shall be the reported closing price per share of the
Common Stock on the last trading date of the year in which
such December 31 falls.
The affirmative vote of a majority of the outstanding shares of Common
Stock is needed for approval of the amendment to the Plan. The Board of
Directors recommends a vote in favor of approval of the amendment.
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Judelson, Giordano & Siegel, P.C. was retained by
the Company to audit its financial statements for the fiscal year ended December
31, 1996. Management has selected KPMG Peat Marwick LLP to audit the Company's
financial statements for the year ended December 31, 1997.
Representatives of the firm of Judelson, Giordano & Siegel, P.C. are
expected to be present at the Annual Meeting of Stockholders with the
opportunity to make a statement to the stockholders if they desire to do so and
are expected to be available to respond to questions raised orally at the
meeting.
OTHER MATTERS
At the date of this Proxy Statement, management knows of no other matters
or business which will be presented to the meeting for action or consideration.
Should any other matter properly come before the meeting, the persons named in
the accompanying proxy will vote thereon, according to their best judgment in
the interests of the Company.
STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company intended to be submitted for a
vote of the stockholders at the 1998 Annual Meeting of the Company must be
received by the Company by January 14, 1998 in order to be included in the
Company's 1998 Proxy Statement and Proxy.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
the use of the mails, proxies will be solicited, personally or by telephone or
telegraph, by officers, directors and regular employees of the Company. The
Company will reimburse brokers and others holding stock in their names, or in
the names of nominees, for their expenses in sending materials.
ANNUAL REPORT
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1996, including financial statements, which Annual Report is not
part of this Proxy soliciting material, is being mailed to stockholders
concurrently herewith.
ON WRITTEN REQUEST, THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH RECORD
OR BENEFICIAL HOLDER OF THE COMPANY'S COMMON STOCK AS OF APRIL 15, 1997, A COPY
OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996. REQUESTS SHOULD
BE ADDRESSED TO SHAREHOLDER RELATIONS, BALCHEM CORPORATION, P.O. BOX 175, SLATE
HILL, NEW YORK 10973.
BY ORDER OF THE BOARD OF DIRECTORS
Wallace J. Borker
Secretary
Dated: April 23, 1997
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REVOCABLE PROXY
BALCHEM CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD JUNE 27, 1997
The undersigned hereby appoints Raymond A. Reber and Wallace J. Borker, and
either of them, attorneys and proxies of the undersigned with power of
substitution to represent the undersigned at the Annual Meeting of Stockholders
of Balchem Corporation to be held on June 27, 1997, and at any adjournments
thereof, and to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote on all matters coming before said meeting.
1. Election of Directors
Class 1 Director
(For a term of one year)
Raymond A. Reber
Class 2 Director
(For a term of three years)
Donald E. Alguire Israel Sheinberg Kenneth P. Mitchell
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. Approval of Amendment to Directors' Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The proxies are directed to vote as specified and in their discretion all
other matters coming before the meeting. If no direction is made, the proxy will
vote FOR ALL nominees listed.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD BY JUNE 23, 1997 USING THE
ENCLOSED ENVELOPE.
This Proxy must be signed exactly as name appears hereon. Executors,
administrators, trustees etc., should give full title as such. If the signer is
a corporation, please sign full corporate name by duly authorized officer.
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
BALCHEM CORPORATION
Should the above signed be present and elect to vote at the Meeting or at any
adjournment thereof, and after notification to the Secretary of the Company at
the Meeting of the stockholder's decision to terminate this Proxy, then the
power of such attorneys and proxies shall be deemed terminated and of no further
force and effect.
The above signed acknowledges receipt from the Company prior to the execution
of this Proxy, of a Notice of the Meeting, a Proxy Statement and the Company's
Annual Report to Stockholders.
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
