SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB/A
(Amendment #1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 1-13648
BALCHEM CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland 13-2578432
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
PO Box 175, Slate Hill, New York 10973
(Address of principle executive office) (Zip Code)
Registrant's telephone number, including area code: (914) 355-5300
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Securities registered persuant to Section 12 (b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, par value $.06-2/3 per share American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act;
None
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(Title of Class)
Check if disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained to the best of Registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
State Registrant's revenues for its most recent fiscal year.
$28,619,000.
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State the aggregate market value of the voting stock held by
non-affiliates of Registrant computed by reference to the price at which the
stock was sold, or the average bid and asked prices of such stock, as of a
specified date within the past 60 days.
$42,246,245 is the aggregate market value of the voting stock
held by non-affiliates of Registrant as of March 1, 1998.
State the number of shares outstanding of each of Registrant's
classes of common equity as of the latest practicable date.
3,197,362 shares of common stock, par value $.06-2/3 per
share ("Common stock"), were outstanding as of March 1, 1998.
The proxy statement for the Annual Meeting to be held June 19,
1998, is incorporated by reference in Part III.
Check whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes [ X ] No [ ]
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Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
On December 30, 1996, Registrant advised the accounting firm of
Judelson, Giordano, Siegel, CPA, PC, the principal accountant previously engaged
to audit Registrant's financial statements that it was dismissing such principal
accountant for audits of years after December 31, 1996.
During the Registrant's two most recent fiscal years the reports issued
by the former accountants on the Registrant's financial statements did not
contain an adverse opinion or a disclaimer of opinion, nor was any such opinion
qualified or modified as to uncertainty, audit scope, or accounting principles.
The decision to change accountants was recommended by the Audit
Committee and approved by the Board of Directors. There were no disagreements
with the former accountant on any matter of accounting principles or practices,
financial statement disclosures or auditing scope or procedures.
The Company has engaged KPMG Peat Marwick LLP as its new independent
accountants for periods after December 31, 1996. The selection was the result of
a competitive search process initiated by the Company.
The above noted information was disclosed in Registrants Form 8-K dated
January 9, 1997.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits:
(3)(i) Articles of Amendment to Articles of Restatement (replacing
Articles of Incorporation of registrant, as previously filed), incorporated by
reference from the December 31, 1988 Form 10-K filed with the Commission.
(3)(ii) By-laws of registrant, as amended on December 6, 1985,
incorporated by reference from the Form 10-K filed with the Commission on March
27, 1986.
(16) Letter on change in certifying accountant.
(23)(i) Consent of KPMG Peat Marwick LLP, Independent Auditors
(23)(ii) Consent of Judelson, Giordano, Siegel, P.C.
(b) No reports on Form 8-K were filed during the last quarter of the
year ended December 31, 1997.
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In accordance with Section 13 or 15(d) of the Exchange Act, Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BALCHEM CORPORATION
By:/s/ Dino A. Rossi
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Dino A. Rossi, President,
Chief Executive Officer
Date: October 23, 1998
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In accordance with the Exchange Act, this report has been
signed by the following persons on behalf of Registrant and in the capacities
and on the dates indicated.
By:/s/ Dino A. Rossi
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Dino A. Rossi, President,
Chief Executive Officer and
Director
Date: October 23, 1998
By:/s/ Donald E. Alguire
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Donald E. Alguire, Director
Date: October 23, 1998
By:/s/ John E. Beebe
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John E. Beebe, Director
Date: October 23, 1998
By:/s/ Francis X. McDermott
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Francis X. McDermott, Director
Date: October 23, 1998
By:/s/ Kenneth P. Mitchell
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Kenneth P. Mitchell, Director
Date: October 23, 1998
By:/s/ Carl R. Pacifico
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Carl R. Pacifico, Director
Date: October 23, 1998
By:/s/ Israel Sheinberg
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Israel Sheinberg, Director
Date: October 23, 1998
By:/s/ Leonard J. Zweifler
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Leonard J. Zweifler, Director
Date: October 23, 1998
Exhibit 16
October 19, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
We have received from Balchem Corporation its form 8-K dated January 9,
1997 in which Balchem Corporation provides reasons for its change in principal
accountants. We do not disagree with the reasons provided in that document.
Very Truly Yours,
/s/ Judelson, Giordano, Siegel, CPA, PC
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Judelson, Giordano, Siegel, CPA, PC
