FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BALCHEM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 13-2578432
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P.O. Box 175
Slate Hill, New York 10973
(914) 355-5300
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(Address of Principal Executive Offices)
1994 INCENTIVE STOCK OPTION PLAN
STOCK OPTION PLAN FOR DIRECTORS
STOCK OPTION PLAN FOR DIRECTORS (adopted 1989)
THE BALCHEM CORPORATION 1999 STOCK PLAN
OPTIONS GRANTED PURSUANT TO CERTAIN AGREEMENTS WITH CHARLES B. MCLELLAND
------------------------------------------------------------------------
(Full Title of the Plan)
Dino A. Rossi
President and Chief Executive Officer
Balchem Corporation
P.O. Box 175
Slate Hill, New York 10973
(914) 355-5300
------------------------------------------------------------------------------
Name, Address and Telephone Number, including area code, of Agent for Service)
Copy to:
Nathan E. Assor, Esq.
Golenbock, Eiseman, Assor & Bell
437 Madison Avenue
New York, New York 10022-7302
(212) 907-7300
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share (1) price (1) registration fee(1)
---------- ---------- --------- --------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.06-2/3 per share 963,972 (2) $5.625 $5,422,343 $1,507
</TABLE>
- --------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act"), based on the average of the high and low prices of
the Company's Common Stock as reported on the consolidated reporting system
for the American Stock Exchange as of May 5, 1999.
(2) Represents (a) 600,000 shares issuable pursuant to the Balchem Corporation
1999 Stock Plan (the "1999 Stock Plan"), subject to the approval of the
1999 Stock Plan by the Registrant's stockholders at the Registrant's 1999
Annual Meeting; and (b) an aggregate of 363,972 shares issuable upon the
exercise of options (i) granted, or which may be granted, under the
Registrant's 1994 Incentive Stock Option Plan, as amended (the "ISO Plan");
the offer and sale of shares pursuant to the ISO Plan having been initially
registered pursuant to the Registrant's Registration Statement on Form S-8
(No. 33-35950), which became effective on November 1, 1996; and (ii)
granted or deemed granted, or which may be granted, under the Registrant's
Stock Option Plan for Directors (or under its predecessor Stock Option Plan
for Directors adopted in 1989), as amended (collectively, the"Non-Qualified
Plan"), and including shares issuable upon the exercise of options granted
by the Registrant to Charles B. McClelland pursuant to Agreements between
the Registrant and Mr. McClelland, dated as of April 1, 1993, January 1,
1995 and April 25, 1997, as amended; the offer and sale of shares under the
Non-Qualified Plan having been initially registered pursuant to the
Registrant's Registration Statement on Form S-8 (No. 33-35912), which
became effective on November 1, 1996 (which Registration Statement was also
intended to cover shares issuable pursuant to options granted under such
predecessor Stock Option Plan for Directors). If the 1999 Stock Plan is not
so approved, the shares described in the foregoing clause (a) shall
represent additional shares issuable upon the exercise of options that may
be granted in the future under the ISO Plan.
Pursuant to Rule 416(c) under the Securities Act, this Registration
Statement also covers an indeterminate number of shares as may be issued in
respect of stock splits, stock dividends and similar transactions.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I will be
delivered to the participants in the plan covered by this Registration
Statement, as amended, as required by Rule 428(b) under the Securities Act of
1933, as amended. Such documents are not being filed with the Securities and
Exchange Commission as part of this Registration Statement, as amended, or as
prospectuses or prospectus supplements pursuant to Rule 424 of such Act.
iii
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Registrant hereby incorporates by reference the following
documents into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
(b) Not Applicable.
(c) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A, File No.
1-13648, filed under the Securities Exchange Act of 1934 (the "Exchange Act")
and declared effective by the Securities and Exchange Commission on February 28,
1995.
In addition, all documents subsequently filed with the
Securities and Exchange Commission by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in and made a part of
this Registration Statement from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article Eighth of the Registrant's Articles of Incorporation,
as amended, provides as follows:
"EIGHTH: To the fullest extent permitted by Maryland statutory
or decisional law, as amended or interpreted, no director or officer of the
Corporation shall be personally liable to the Corporation or its stockholders
for money damages. No amendment of the charter of the Corporation or repeal of
any of its provisions shall limit or eliminate the benefits provided to
directors and officers under this provisions with respect to any act or omission
that occurred prior to such amendment or repeal."
Under Maryland law, the foregoing provisions do not eliminate
or limit the personal liability of a director or an officer (a) to the extent
that it is proved that the director or officer actually received an improper
benefit or profit in money, property or services for the amount of the benefit
or profit in money, property or services actually received or (b) to the extent
that a judgment or other final adjudication is entered in a proceeding based on
a finding that the director's or officer's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in such proceeding. These provisions also do not affect the
ability of Registrant or its stockholders to obtain equitable relief, such as an
injunction or rescission.
The Maryland General Corporation law generally permits a
corporation to indemnify its directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by
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them in connection with any proceeding to which they may be made a party by
reason of their service in those or other capacities, unless it is established
that (a) the act or omission of the director or officer was material to the
matter giving rise to such proceeding and (1) was committed in bad faith or (2)
was the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper benefit in money, property or services, or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the action or omission was unlawful. However, in the case
of a suit by or in the right of the corporation, a director or officer may not
be indemnified in respect of any proceeding in which he shall have been adjudged
liable to the corporation, unless and only to the extent a court of appropriate
jurisdiction determines that such person is fairly and reasonably entitled to
indemnity for such expenses as such court may deem proper.
Article XI of the By-laws of the Registrant provides as
follows:
"INDEMNITY OF OFFICERS AND DIRECTORS. The corporation shall
indemnify and hold harmless each of its directors and officers against any and
all expenses actually and necessarily incurred in connection with the defense of
any action, suit or proceeding to which such director or officer is made a party
by reason of his being, or having been, a director or officer of the
corporation, except in relation to matters as to which he shall be adjudged in
such action, suit or proceeding to be liable for gross negligence or misconduct
in the performance of his duties as such director or officer. In the event of
settlement of such action, suit or proceeding in the absence of such
adjudication, indemnification shall include reimbursement of amounts paid in
settlement and expenses actually and necessarily incurred by such director or
officer in connection therewith, but such indemnification shall be provided only
if this corporation is advised by its counsel that in his opinion such
settlement is for the best interests of this corporation and the director or
officer to be indemnified has not been guilty of gross negligence or misconduct
in respect of any matter covered by such settlement. Such right of
indemnification shall not be deemed exclusive of any other right, or rights, to
which such director or officer may be entitled under any agreement, vote of
shareholders or otherwise."
<PAGE>
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
4.1 Balchem Corporation 1999 Stock Plan (incorporated by
reference to the Registrant's Proxy Statement for its
1999 Annual Meeting, dated April 23, 1999).
4.2 1994 Incentive Stock Option Plan, as amended (the
"ISO Plan").
4.2.1 Amendment to ISO Plan approved April 9, 1999.
4.3 Stock Option Plan for Directors, as amended.
4.4 Stock Option Plan for Directors (adopted 1989).
4.5 Agreements between the Registrant and Charles B.
McClelland, respectively dated as of April 1, 1993,
January 1, 1995 and April 25, 1997, as amended
(incorporated by reference to Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 (No. 1-13648)).
5.1 Opinion of Golenbock, Eiseman, Assor & Bell.
5.2 Opinion of Lebensfeld Borker & Sussman LLP
(incorporated by reference to Exhibit 5 to the
Registrant's Registration Statement on Form S-8 (No.
33-35950).
5.3 Opinion of Lebensfeld Borker & Sussman LLP
(incorporated by reference to Exhibit 5 to the
Registrant's Registration Statement on Form S-8 (No.
33-35912)).
23.1 Consent of Golenbock, Eiseman, Assor & Bell (included
in Exhibit 5.1).
23.2 Consent of Lebensfeld Borker & Sussman LLP.
23.3 Consent of KPMG LLP.
23.4 Consent of Judelson, Giordano & Siegel, P.C.
24 Power of Attorney executed by the Officers and
Directors who signed this Registration Statement is
set forth on the signature page of the Registration
Statement.
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<PAGE>
9 Item . Undertakings
(a) The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee' table in the
effective Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(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.
(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.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's 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.
(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 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
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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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8, and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Hamlet of Slate Hill and State of New York on this 29th
day of April, 1999.
BALCHEM CORPORATION
By: /s/ Dino A. Rossi
-----------------------------------------
Name: Dino A. Rossi
Title: President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of DINO A. ROSSI and FRANCIS J.
FITZPATRICK, severally, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place or
stead, in any and all capacities, to sign the within Registration Statement and
any and all amendments thereto, and to file the same, and all exhibits thereto,
and any other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<PAGE>
/s/ Dino A. Rossi President, Chief Executive April 29, 1999
- -------------------------------- Officer and Director
Dino A. Rossi (principal executive officer
and principal financial
officer)
/s/ Francis J. Fitzpatrick Controller (principal April 29, 1999
- -------------------------------- accounting officer)
Francis J. Fitzpatrick
/s/ Donald E. Alguire
- -------------------------------- Director April 29, 1999
Donald E. Alguire
/s/ John E. Beebe
- -------------------------------- Director April 29, 1999
John E. Beebe
/s/ Francis X. McDermott
- -------------------------------- Director April 29, 1999
Francis X. McDermott
/s/ Kenneth P. Mitchell
- -------------------------------- Director April 29, 1999
Kenneth P. Mitchell
/s/ Carl R. Pacifico
- -------------------------------- Director April 29, 1999
Carl R. Pacifico
/s/ Israel Sheinberg
- -------------------------------- Director April 29, 1999
Israel Sheinberg
/s/ F. Leonard J. Zweifler
- -------------------------------- Director April 29, 1999
Leonard J. Zweifler
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<PAGE>
EXHIBIT INDEX
Exhibit
4.1 Balchem Corporation 1999 Stock Plan (incorporated by reference to the
Registrant's Proxy Statement for its 1999 Annual Meeting, dated April
23, 1999).
4.2 1994 Incentive Stock Option Plan, as amended (the "ISO Plan").
4.2.1 Amendment to ISO Plan approved April 9, 1999.
4.3 Stock Option Plan for Directors, as amended.
4.4 Stock Option Plan for Directors (adopted 1989).
4.5 Agreements between the Registrant and Charles B. McClelland,
respectively dated as of April 1, 1993, January 1, 1995 and April 25,
1997, as amended (incorporated by reference to Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (No. 1-13648)).
5.1 Opinion of Golenbock, Eiseman, Assor & Bell.
5.2 Opinion of Lebensfeld Borker & Sussman LLP (incorporated by reference
to Exhibit 5 to the Registrant's Registration Statement on Form S-8
(No. 33-35950).
5.3 Opinion of Lebensfeld Borker & Sussman LLP (incorporated by reference
to Exhibit 5 to the Registrant's Registration Statement on Form S-8
(No. 33-35912)).
23.1 Consent of Golenbock, Eiseman, Assor & Bell
(included in Exhibit 5.1).
23.2 Consent of Lebensfeld Borker & Sussman LLP.
23.3 Consent of KPMG LLP.
23.4 Consent of Judelson, Giordano & Siegel, P.C.
24 Power of Attorney executed by the Officers and Directors who signed
this Registration Statement is set forth on the signature page of the
Registration Statement.
EXHIBIT 4.2
BALCHEM CORPORATION
1994
INCENTIVE STOCK OPTION PLAN
(As Amended)
Purpose. The purpose of the Balchem Corporation 1994 Incentive
Stock Option Plan (the "Plan") is to provide Balchem Corporation, a Maryland
corporation (the "Company"), with a means of attracting and retaining the
services of key personnel, and to advance the interests of the Company and its
stockholders by affording to certain key employees upon whose judgment,
initiative and efforts the Company is largely dependent for the successful
conduct of its business, an opportunity for investment in the Company and the
incentive advantages inherent in stock ownership in the Company.
1. Internal Revenue Code Compliance. It is the intent of the
Plan that options granted hereunder shall be "Incentive Stock Options" as such
term is defined in Section 422 of the Internal Revenue Code as amended (the
"Code").
2. Administration. The Plan shall be administered by the Board
of Directors (the "Board"), except that any member of the Board who is not a
"disinterested person" (as that term is defined in Rule 16b-3(c)(2)(i) of the
General Rules and Regulations under the Securities Exchange Act of 1934 of the
Securities and Exchange Commission, as amended from time to time) shall abstain
from any votes or decisions or other participation involved in such
administration. In accordance with the provisions of the Plan, the Board shall
select the persons to whom options shall be granted (the "Optionees"), shall
determine the number of shares to be subject to each option, the time at which
the option is to be granted, the option exercise price, the option period, and
subject to the provisions of section 10 of the Plan, the manner in which the
option becomes exercisable. The Board shall fix such other provisions of the
option as the Board may deem necessary or desirable. The Board shall determine
the form of the option agreement to evidence each option. The Board from time to
time may adopt such rules and regulations for carrying out the purposes of the
Plan as it may deem proper and in the best interests of the Company.
The Board shall determine all questions arising under the Plan
and option agreements issued under the Plan. Its determinations shall be final
and conclusive. Each determination, interpretation or other action made or taken
by the Board shall be final and conclusive and binding on all persons, including
without limitation, the Company, the stockholders, the Board and each of the
members thereof, and the directors, officers, and employees of the Company, and
the Optionees and their respective successors in interest.
No Board member shall be liable for any action or
determination made by him in good faith with respect to the Plan or any option
granted hereunder.
<PAGE>
3. Amendment and Modification of Plan. The Board may from time
to time make such changes in and additions to the Plan as it may deem proper and
in the best interests of the Company, including such elections, amendments or
modifications as may be necessary to conform the Plan to, or comply with, any
requirements now existing or applicable in the future, for obtaining maximum tax
benefits for Optionees under Section 422 of the Code; provided, however, that no
such change or addition shall impair any option previously granted under the
Plan or alter the method of determining the option exercise price described in
Section 9 of the Plan, and that no change or addition shall be made by the Board
which would cause the Plan not to meet the requirements of Rule 16b-3 of the
General Rules and Regulations under the Securities Exchange Act of 1934 of the
Securities and Exchange Commission, as amended from time to time.
4. The Stock. For the purpose of the Plan, the Board is
authorized to issue and sell up to three hundred eighty-seven thousand five
hundred (387,500) shares of the Company's common stock, par value six and
two-thirds cents ($0.06-2/3) per share (the "Common Stock"), either treasury or
authorized but unissued shares, or the number and kind of shares of stock or
other securities which, in accordance with Section 12 of the Plan, shall be
substituted for such shares or to which such shares shall be adjusted; and the
Board is authorized to grant options hereunder with respect to such shares. Any
or all unsold shares subject to an option which for any reason expires or
otherwise terminates may again be made subject to option under the Plan.
5. Optionees. Options shall be granted only to elected or
appointed officers or other key employees of the Company designated by the Board
from time to time as Optionees, including without limitation, members of the
Board who are also such officers and key employees. Any Optionee may hold more
than one option to purchase Common Stock, whether such option is held pursuant
to the Plan or otherwise.
6. Limitation of Option Grants. In no case shall the aggregate
fair market value (determined as of the time the option is granted) of the
Common Stock for which any employee may be granted options exceed one hundred
thousand dollars ($100,000) for the calendar year in which such options are
exercisable for the first time, provided, however, that options in excess of
such limitation may be granted but such excess options shall be non-incentive
options. In no case shall any employee be granted options to purchase more than
100,000 shares in any calendar year.
7. Grant of Options. Upon determination by the Board that an
option is to be granted to an Optionee, written notice shall be given such
Optionee, specifying the number of shares subject to the option, the option
exercise price and the other terms and conditions of such option. The option
shall be deemed granted as of the date specified in the grant resolution of the
Board, and the related option agreement evidencing such option and the terms and
conditions thereof shall be dated as of the date of such resolution.
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<PAGE>
8. Option Exercise Price. The price per share to be paid by
the Optionee at the time an option is exercised shall be not less than one
hundred percent (100%) of the fair market value of one share of the optioned
Common Stock on the date the option is granted. The fair market value shall be
reasonably determined by the Board, and shall be determined in accordance with
any regulations issued by the Secretary of the Treasury for the purposes of
determining fair market value of securities subject to an incentive stock option
plan under Section 422 of the Code. Notwithstanding the foregoing, the option
exercise price must be at least 110% of the fair market value of the shares
subject to the options granted if the grantee owns stock possessing more than
ten percent of the total combined voting power of all classes of stock of the
Company, or any parent or subsidiary thereof.
9. Duration and Expiration of Options. The option period shall
be determined by the Board with respect to each option granted, provided,
however, that the option period may not exceed ten (10) years from the date as
of which the option is granted. No option may be exercised during the first year
after its grant. During the next year, the option may be exercised as to twenty
percent (20%) of the total shares subject to the option, and during each of the
next two years, the option may be exercised as to forty percent (40%) of the
total shares subject to the option, provided, however, that such rights to
exercise the option shall be cumulative, and further provided that the Board
shall have the right to establish differing percentages and differing periods to
which such percentages attached, subject to the proviso that no such period
shall exceed ten years from the date of the option grant.
<PAGE>
Notwithstanding the foregoing, if, during the term of an
option (but not within six months of the date of grant), (a) the Company shall
merge or consolidate with any other corporation and shall not be the surviving
corporation; (b) the Company shall transfer all or substantially all of its
assets to any other person; or (c) more than fifty percent (50%) of the
Company's outstanding voting shares shall have been purchased by any other
person, the Board may provide for the acceleration of the right to exercise such
option prior to the anticipated effective date of any such transaction. Such
acceleration shall be automatic unless the Board of Directors declares the
transaction to be "friendly" for the purposes hereof or the Board declares that
no such acceleration shall occur in connection with a specified transaction. The
Board shall have the right, in the circumstances described in this paragraph, to
declare all options outstanding (but not fewer than all such options) which have
not been exercised or cancelled.
All options granted hereunder shall terminate and may no
longer be exercised if the Optionee ceases to be an employee of the Company,
except (i) as hereinafter provided with respect to termination for "cause," if
the Optionee's employment shall be terminated involuntarily for any reason other
than death, he may, at any time before expiration of ninety (90) days after such
termination or before expiration of the options, whichever shall first occur,
exercise the option to the extent that the option was exercisable by him on the
date of the termination of his employment; and (ii) if the Optionee dies while
an employee of the Company, such option may be exercised by the Optionee's
heir(s) or legal representative(s) before the expiration of twelve (12) months
after his death or of the option's full term, whichever shall first
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occur, to the extent that the Optionee was entitled to exercise the option on
the date of his death. Notwithstanding any other provision hereof, an option
granted under the Plan will be deemed to have been terminated on the date on
which the Optionee's employment is terminated if such termination is for
"cause." For the purposes hereof, "cause" shall mean any illegal or disreputable
conduct which impairs the reputation, goodwill or business of the Company, or
involves the misappropriation of funds of the Company. A termination for "cause"
will include any resignation in anticipation of discharge for "cause" or
accepted by the Company in lieu of a formal discharge for "cause."
10. Manner of Option Exercise. An option may be exercised by
the Optionee in whole or in part from time to time, subject to the conditions
contained herein, and in the agreement evidencing such option, by giving written
notice of exercise to the Company at its principal executive office and by
paying in full the total purchase price for the shares purchased. Thereupon, the
Optionee shall be recorded on the books of the Company as the owner of the
shares and the Company shall deliver to the Optionee one or more duly issued
stock certificates evidencing such ownership.
At the time of the option exercise, and subject to
the limitation hereinafter set forth pursuant to which the Board can elect to
accept payment in cash only, the Optionee may determine whether the total
purchase price of the shares to be purchased shall be paid solely in cash or by
transfer from the Optionee to the Company of previously acquired Common Stock,
or by a combination thereof. In the event the Optionee elects to pay the total
purchase price in whole or in part with previously acquired Common Stock, the
value of such shares shall be equal to their fair market value on the date of
exercise, determined in the same manner as the fair market value of Common Stock
is determined under Section 9 of the Plan. The Board shall have the discretion
to reject an Optionee's election to pay all or part of the exercise purchase
price of an option with previously acquired Common Stock and may require such
purchase price to be paid entirely in cash.
The exercise of an option shall be conditioned upon
the receipt from the Optionee (or, in the event of his death, his heir(s) or
legal representative(s)) of a representation that, at the time of such exercise,
it is the intent of such person(s) to acquire the shares for investment and not
with a view to distribution; provided, however, that the receipt of this
representation shall not be required upon exercise of the option in the event
that, at the time of such exercise, the shares subject to the option shall be
covered by an effective and current registration statement under the Securities
Act of 1933, as amended. The certificates for unregistered shares issued for
investment shall be restricted by the Company as to transfer unless the Company
receives an opinion of counsel satisfactory to the Company to the effect that
such restriction is not necessary under then pertaining securities laws.
Further, the Company shall not be required to sell or issue any shares under any
outstanding option if, in the opinion of the Board, (a) the issuance of such
stock would constitute a violation by the Optionee or the Company of any
applicable law or regulation of any governmental authority, or (b) the consent
or
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approval of any governmental body is necessary or desirable as a condition of,
or in connection with, the issuance of such stock.
11. Adjustments for Changes in Common Stock. In the event that
each of the outstanding shares of Common Stock of the Company (other than shares
held by dissenting stockholders) should be changed into, or exchanged for, a
different number or kind of shares of stock or other securities of the Company,
or, if further changes or exchanges of any stock or other securities into which
such Common Stock shall have been changed, or for which it shall have been
exchanged, shall be made (whether by reason of merger, consolidation,
reorganization, recapitalization, stock dividends, reclassification, split up,
combination of shares, or otherwise), then, for each share of Common Stock of
the Company subject to the Plan (whether or not such shares are at the time
subject to outstanding options) there shall be substituted and exchanged
therefor the number and kind of shares of stock or other securities into which
each outstanding share of Common Stock of the Company (other than shares held by
dissenting stockholders) shall be so changed or exchanged. In the event of any
such changes or exchanges, then, if the Board, in its sole discretion, should
determine that in order to prevent dilution or enlargement of rights under the
Plan, an adjustment should be made in the number, kind, or option exercise price
of the shares of stock or other securities then subject or potentially subject
to an option or options, such adjustment shall be made and shall be effective
and binding for all purposes of the Plan.
12. Non-transferability of Option. No option granted under the
Plan shall be transferable by the Optionee, either voluntarily or involuntarily,
except by will or the laws of descent and distribution, and then only to the
extent provided in the second paragraph of text of Section 10 of the Plan. Any
attempt to do so shall void the option. An option shall be exercisable during
the Optionee's lifetime only by the Optionee and, after the Optionee's death,
only by the Optionee's legal representative.
13. Rights as a Stockholder. No person shall have any rights
as a stockholder with respect to any Common Stock covered by an option granted
pursuant to the Plan until the person shall have become the holder of record of
such share, and no adjustments shall be made for cash dividends or other
distributions or other rights as to which there is a record date preceding the
date such person becomes the holder of record of such shares.
14. Non-exclusivity of the Plan. Nothing contained in the Plan
is intended to amend, modify or rescind any previously approved compensation
plans or programs entered into by the Company. This Plan shall be construed to
be an addition to any and all such other plans or programs. Neither the adoption
of the Plan by the Board nor the submission of the Plan to the stockholders of
the Company for approval shall be construed as creating any limitations on the
power of authority of the Board to adopt such additional or other compensation
arrangements as the Board may deem desirable.
15. Conditions of Employment. Neither the creation of the Plan
nor the granting of options thereunder shall be deemed to create a condition of
employment or right to
-5-
<PAGE>
continued employment, and each Optionee shall be and shall remain subject to
discharge by the Company as though the Plan has never come into existence.
16. Effective Date and Termination Date. The Plan shall become
effective on the date it is approved by affirmative vote of the holders of a
majority of the outstanding Common Stock. Except as to options previously
granted and outstanding under the Plan, the Plan shall terminate at midnight on
the date occurring five years after the date on which this Plan is approved by
the Stockholders of the Company, and no option shall be granted after that time.
Options then outstanding may continue to be exercised in accordance with their
terms.
-6-
Exhibit 4.2.1
On April 9, 1999, the Board of Directors of Balchem Corporation (the
"Corporation") adopted the following resolution providing for the amendment of
the Corporation's 1994 Incentive Stock Option Plan, as amended, as set forth
therein:
"Amendment to 1994 Incentive Stock Option Plan
RESOLVED, that the Corporation's 1994 Incentive Stock Option
Plan, as amended (the "ISO Plan"), is hereby amended by deleting
Section 16 thereof in its entirety and replacing it with a new Section
16, as set forth below, and, except as amended hereby, the ISO Plan
shall continue in full force and effect; provided, that such amendment
shall only become effective if the stockholders of the Corporation fail
to approve the 1999 Stock Plan at the Corporation's 1999 Annual Meeting
of Stockholders on June 25, 1999 (and not on any later date), in which
case such amendment shall be deemed effective as of the date hereof:
16. Effective Date and Termination Date; Certain
Further Limitations. The Plan shall become effective on the
date (the "Effective Date") it is approved by affirmative vote
of the holders of a majority of the outstanding Common Stock.
Except as to options previously granted and outstanding under
the Plan, the Plan shall terminate at midnight on the date
immediately before the seventh anniversary of the Effective
Date, and no option shall be granted after that time.
Notwithstanding anything in the Plan to the contrary, the
number of shares of Common Stock issuable upon the exercise of
options granted under the Plan during any one year commencing
with the fifth anniversary of the Effective Date shall not
exceed more than 5% of the outstanding Common Stock, and the
number of shares of Common Stock issuable upon the exercise of
options granted under the Plan on or after such fifth
anniversary shall not exceed, in the aggregate, more than 10%
of the outstanding Common Stock (all as determined in
accordance with Section 711(b)(ii) of the American Stock
Exchange Company Guide)."
EXHIBIT 4.3
STOCK OPTION PLAN
FOR DIRECTORS
OF
BALCHEM CORPORATION
(As Amended)
SECTION 1. Purpose. The purpose of the Option Plan for Directors (the "Plan") of
Balchem Corporation (the "Corporation") is to assist the Corporation in
attracting and retaining persons to be directors by providing an incentive which
permits directors to share directly in the growth of the Corporation and to
further the identity of their interests with those of the stockholders of the
Corporation.
SECTION 2. Administration. The Plan shall be administered by the Board of
Directors of the Corporation (the "Board").
SECTION 3. Stock Available. The stock subject to the Plan shall be such
authorized but unissued or treasury shares of Common Stock of the Corporation
("Common Stock") as shall from time to time be determined by the Board. The
total amount of Common Stock which may be issued pursuant to the Plan is 452,000
shares, subject, however, to adjustment in accordance with the provisions of
Section 15.
SECTION 4. Eligibility. Directors and directors emeriti of the Corporation are
eligible to receive options under Section 5 of the Plan; other employees and
consultants of the Corporation are eligible to receive options under the terms
of the Plan (other than Section 5) at the discretion of the Board, in an amount
determined by the Board, at an exercise price equal to the reported closing
price of the Common Stock on the date of grant of an option and under such other
terms not inconsistent with the Plan as the Board may direct. In no case shall
any employee be granted options to purchase more than 100,000 shares in any
calendar year.
SECTION 5. Grant of Options. On each December 31,commencing with December 31,
1997, 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.
SECTION 6. Exercise of Right to Purchase Shares. An Optionee may exercise his
right to purchase shares of Common Stock in respect of any option granted during
the ten-year period beginning immediately after the grant of such option,
provided that he is still a director or director emeritus, officer or employee
of the Corporation on the date of such exercise. In order to
<PAGE>
so exercise such right to purchase, the Optionee shall give written notice to
the Corporation of such election. The consideration for the shares to be issued
shall be tendered in cash at the time such notice is given.
Any option granted hereunder shall terminate and may no longer be exercised if
the Optionee ceases to be a director or director emeritus, officer or employee
of the Corporation except that if such cessation results from the death or
permanent and total disability of the Optionee such option may be exercised for
ninety days thereafter or until the expiration of such option, whichever first
occurs, by the Optionee or his legal representatives.
If the Optionee was granted options hereunder in his capacity as a consultant,
the duration of his options and the conditions of defeasance shall be as the
Board directs at the time of grant.
SECTION 7. Government and Other Regulations and Restrictions. The obligation of
the Corporation to issue Common Stock upon exercise of an option hereunder shall
be subject to all applicable laws, rules and regulations and to such approvals
by governmental agencies as may be required. Shares of Common Stock acquired
pursuant to the Plan shall not be sold, transferred or otherwise disposed of
unless and until either (a) such shares shall have been registered by the
Corporation under the Securities Act of 1933, as amended (the "Securities Act"),
(b) the Corporation shall have received either a "no action" letter from the
Securities and Exchange Commission or an opinion of counsel acceptable to the
Corporation to the effect that such sale, transfer or other disposition of the
shares may be effected without such registration or (c) such sale, transfer or
disposition of the shares is made pursuant to Rule 144 of the General Rules and
Regulations promulgated under the Securities Act, as the same may from time to
time be in effect, and the Corporation shall have received an opinion of counsel
acceptable to the Corporation to such effect. In the event that at the time an
option is exercised there shall not be on file with the Securities and Exchange
Commission an effective Registration Statement under the Securities Act covering
the shares of Common Stock to be issued pursuant thereto the Optionee will
execute and deliver to the Corporation upon receipt by him of any such shares an
undertaking in form and substance satisfactory to the corporation that (i) it is
his intention to acquire and hold such shares for investment and not for the
resale or distribution thereof, (ii) he will comply with the Securities Act with
respect to such shares, and (iii) he will indemnify the Corporation for any
costs, liabilities and expenses which it may sustain by reason of any violation
of the Securities Act occasioned by any act on his part with respect to such
shares. The Corporation may require that any certificate or certificates
evidencing shares issued pursuant to the Plan bear a restrictive legend intended
to effect compliance with the Securities Act or any other applicable regulatory
measures.
SECTION 8. Registration of Shares. The Corporation shall be under no obligation
to register any shares of Common Stock under the Securities Act.
SECTION 9. No Rights in Common Stock. No Optionee shall have any interest in or
be entitled to any voting rights or dividends or other rights or privileges of
stockholders of the Corporation
<PAGE>
with respect to any shares of Common Stock unless, and until shares of Common
Stock are actually issued to such option and then only from the date the
Optionee becomes the record owner thereof.
SECTION 10. Adjustments for Changes in Common Stock. In the event that each of
the outstanding shares of Common Stock of the Corporation (other than shares
held by dissenting shareholders) should be changed into, or exchanged for, a
different number or kind of shares of stock or other securities of the
Corporation, or, if further changes or exchanges of any stock or other
securities into which such Common Stock shall have been changed, or for which it
shall have been exchanged, shall be made (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividends,
reclassification, split up, combination of shares, or otherwise), then, for each
share of Common Stock of the Corporation subject to the Plan (whether or not
such shares are at the time subject to outstanding options) there shall be
substituted and exchanged therefor the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock of the
Company (other than shares held by dissenting shareholders) shall be so changed
or exchanged. In the event of any such changes or exchanges, then, if the Board,
in its sole discretion, should determine that in order to prevent dilution or
enlargement of rights under the Plan, an adjustment should be made in the
number, kind, or option exercise price of the shares of stock or other
securities then subject or potentially subject to an option or options, such
adjustment shall be made and shall be effective and binding for all purposes of
the Plan.
SECTION 11. Non-transferability of Option. No option granted under the Plan
shall be transferable by the Optionee, either voluntarily or involuntarily,
except by will or the laws of descent and distribution, and then only to the
extent provided in Section 6 of the Plan. Any attempt to do so shall void the
option. An option shall be exercisable during the Optionee's lifetime only by
the Optionee and, after the Optionee's death, only by the Optionee's legal
representative.
SECTION 12. Effective Date and Termination Date. The Plan shall be effective on
the date it is approved by affirmative vote of the holders of a majority of the
outstanding Common Stock. If the holders of a majority of the outstanding Common
Stock fail to approve the Plan, any options granted under the Plan in
anticipation of that approval shall be null and void, it being the condition of
any such grant that the options so granted were contingent upon shareholder
approval of the Plan as aforesaid. Except as to options previously granted and
outstanding under the Plan, the Plan shall terminate at midnight on the date
occurring five years after the date on which this Plan is approved by the
Shareholders of the Company, and no option shall be granted after that time.
Options then outstanding may continue to be exercised in accordance with their
terms.
EXHIBIT 4.4
STOCK OPTION PLAN
FOR DIRECTORS
OF
BALCHEM CORPORATION
(Adopted 1989)
SECTION 1. Purpose. The purpose of the Option Plan for Directors (the "Plan") of
Balchem Corporation (the "Corporation") is to assist the Corporation in
attracting and retaining persons to be directors by providing an incentive which
permits directors to share directly in the growth of the Corporation and to
further the identity of their interests with those of the stockholders of the
Corporation.
SECTION 2. Administration. The Plan shall be administered by the Board of
Directors of the Corporation (the "Board").
SECTION 3. Stock Available. The stock subject to the Plan shall be such
authorized but unissued or treasury shares of Common Stock of the Corporation
("Common Stock") as shall from time to time be determined by the Committee. The
total amount of Common Stock which may be issued pursuant to the Plan is 25,000
shares, subject, however, to adjustment in accordance with the provisions of
Section 15. In the event that any Common Stock issued pursuant to the Plan is
reacquired by the Corporation upon the exercise of an option described in
Section 7, the shares of Common Stock so acquired will again become available
for issuance pursuant to the Plan.
SECTION 4. Eligibility. Directors and directors emeriti of the Corporation,
including officers, are eligible to receive options under the Plan.
SECTION 5. Grant of Options. On each December 31, during the term of this
agreement, each director and director emeritus ("Optionee"), so long as director
fees are then determined pursuant to the Director Compensation Program of the
Corporation adopted by the Board on April 7, 1989, shall be granted options
under the Plan to purchase that number of shares of Common Stock which is equal
to the quotient, to the nearest whole share, obtained by dividing (i) the total
director's fee payable to such Optionee by the Corporation by (ii) the reported
closing price per share (the "Price") of the Common Stock on the last trading
date of the year in which such December 31 falls, at an exercise price per share
equal to the Price.
SECTION 6. Exercise of Right to Purchase Shares. An Optionee may exercise his
right to purchase shares of Common Stock in respect of any option granted during
the [five]1-year period
- ----------
1 Extended to "ten" by amendment approved in 1996.
<PAGE>
beginning immediately after the grant of such option, provided that he is still
a director or director emeritus of the Corporation on the date of such exercise.
In order to so exercise such right to purchase, the Optionee shall give written
notice to the Corporation of such election. The consideration for the shares to
be issued shall be tendered in cash at the time such notice is given.
Any option granted hereunder shall terminate and may no longer be exercised if
the Optionee ceases to be a director or director emeritus of the Corporation
except that if such cessation results from the death or permanent and total
disability of the Optionee such option may be exercised for ninety days
thereafter or until the expiration of such option, whichever first occurs, by
the Optionee or his legal representatives.
[SECTION 7. Option of the Corporation to Reacquire Issued Stock. Each share of
Common Stock acquired by an Optionee pursuant to an option granted under the
Plan shall be subject to the right and option of the Corporation, at the same
price per share as the original exercise price, to reacquire such share for a
period ending on the third anniversary of the day on which Optionee paid the
Corporation the exercise price in respect of such share. The option of the
Corporation to reacquire such Common Stock shall become exercisable only upon
the termination of the Optionee's status as a director or director emeritus of
the Corporation other than as a result of the Optionee's death or permanent and
total disability. So long as the above right and option of the Corporation
continues, the Optionee may not sell or transfer such share or any interest
therein or encumber the same.]2
[SECTION 8. Exercise of Option to Reacquire Issued Stock. The option described
in Section 7 shall be exercised in whole or part by the Corporation by its
sending, within ninety days following Optionee's ceasing to be a director or
director emeritus, a written notice of such exercise to the Optionee at the
address specified by the Optionee for such purpose, such notice also to set
forth the address to which and the date on which the certificates representing
the Common Stock in respect of which the option is being exercised, duly
endorsed for transfer, should be sent. The date specified shall not be less than
ten days nor more than thirty days from the date of such notice. The Optionee or
his successor in interest with respect to such shares shall have no further
rights as a stockholder from and after the date so specified in such notice. If
the certificates are duly delivered in accordance with the written notice, the
Corporation shall promptly send to the Optionee its check in repayment of such
shares. If the certificates are not so delivered, the Corporation shall deposit
the required amount of payment in an escrow account in the name of the Optionee
to be held therein until such certificates are delivered to the Corporation and
the Corporation shall immediately advise its transfer agent of such action.]2
[SECTION 9. Legend on Stock Certificates. Every certificate of Common Stock
issued pursuant to the Plan shall, so long as the restrictions imposed by the
Plan remain in effect, bear
- ----------
2 Deleted by Amendment approved in 1996.
-2-
<PAGE>
(in addition to the usual investment legend for shares privately purchased for
investment) a legend in substantially the following form:
This certificate and the shares represented hereby
are held subject to the terms of the Stock Option Plan for
Directors of Balchem Corporation which Plan provides that the
shares issued pursuant thereto are subject to an option in
favor of Balchem Corporation to reacquire such shares at a
price which may be significantly lower than their then fair
market value and that neither such shares not any interest
therein may be sold, transferred or encumbered until the
expiration of such option. If such option is exercised, the
holder of the shares represented by this certificate will have
no further rights with respect to such shares and this
certificate will be deemed void. A copy of such Plan is
available for inspection at the executive offices of Balchem
Corporation.
Upon the expiration of the Corporation's option to reacquire shares of Common
Stock, an Optionee may surrender to the Corporation the certificate or
certificates representing such shares in exchange for a new certificate or
certificates, free of the above legend.]2
SECTION 10. Government and Other Regulations and Restrictions. The obligation of
the Corporation to issue Common Stock upon exercise of an option hereunder shall
be subject to all applicable laws, rules and regulations and to such approvals
by governmental agencies as may be required. Shares of Common Stock acquired
pursuant to the Plan shall not be sold, transferred or otherwise disposed of
unless and until either (a) such shares shall have been registered by the
Corporation under the Securities Act of 1933, as amended (the "Securities Act"),
(b) the Corporation shall have received either a "no action" letter from the
Securities and Exchange Commission or an opinion of counsel acceptable to the
Corporation to the effect that such sale, transfer or other disposition of the
shares may be effected without such registration or (c) such sale, transfer or
disposition of the shares is made pursuant to Rule 144 of the General Rules and
Regulations promulgated under the Securities Act, as the same may from time to
time be in effect, and the Corporation shall have received an opinion of counsel
acceptable to the Corporation to such effect. In the event that at the time an
option is exercised there shall not be on file with the Securities and Exchange
Commission an effective Registration Statement under the Securities Act covering
the shares of Common Stock to be issued pursuant thereto the Optionee will
execute and deliver to the Corporation upon receipt by him of any such shares an
undertaking in form and substance satisfactory to the Corporation that (i) it is
his intention to acquire and hold such shares for investment and not for the
resale or distribution thereof, (ii) he will comply with the Securities Act with
respect to such shares, and (iii) he will indemnify the Corporation for any
costs, liabilities and expenses which it may sustain by reason of any
- ----------
2 Deleted by amendment approved in 1996.
-3-
<PAGE>
violation of the Securities Act occasioned by any act on his part with respect
to such shares. The Corporation may require that any certificate or certificates
evidencing shares issued pursuant to the Plan bear a restrictive legend intended
to effect compliance with the Securities Act or any other applicable regulatory
measures.
SECTION 11. Registration of Shares. The Corporation shall be under no obligation
to register any shares of Common Stock under the Securities Act.
SECTION 12. No Rights in Common Stock. No Optionee shall have any interest in or
be entitled to any voting rights or dividends or other rights or privileges of
stockholders of the Corporation with respect to any shares of Common Stock
unless, and until shares of Common Stock are actually issued to such option and
then only from the date the Optionee becomes the record owner thereof.
SECTION 13. Adjustments for Changes in Common Stock. In the event that each of
the outstanding shares of Common Stock of the Company (other than shares held by
dissenting shareholders) should be changed into, or exchanged for, a different
number or kind of shares of stock or other securities of the Company, or, if
further changes or exchanges of any stock or other securities into which such
Common Stock shall have been changed, or for which it shall have been exchanged,
shall be made (whether by reason of merger, consolidation, reorganization,
recapitalization, stock dividends, reclassification, split up, combination of
shares, or otherwise), then, for each share of Common Stock of the Company
subject to the Plan (whether or not such shares are at the time subject to
outstanding options) there shall be substituted and exchanged therefor the
number and kind of shares of stock or other securities into which each
outstanding share of Common Stock of the Company (other than shares held by
dissenting shareholders) shall be so changed or exchanged. In the event of any
such changes or exchanges, then, if the Committee, in its sole discretion,
should determine that in order to prevent dilution or enlargement of rights
under the Plan, an adjustment should be made in the number, kind, or option
exercise price of the shares of stock or other securities then subject or
potentially subject to an option or options, such adjustment shall be made and
shall be effective and binding for all purposes of the Plan.
SECTION 14. Non-transferability of Option. No option granted under the Plan
shall be transferable by the Optionee, either voluntarily or involuntarily,
except by will or the laws of descent and distribution, and then only to the
extent provided in Section 6 of the Plan. Any attempt to do so shall void the
option. An option shall be exercisable during the Optionee's lifetime only by
the Optionee and, after the Optionee's death, only by the Optionee's legal
representative.
SECTION 15. Effective Date and Termination Date. The Plan shall be effective on
the date it is approved by affirmative vote of the holders of a majority of the
outstanding Common Stock. If the holders of a majority of the outstanding Common
Stock fail to approve the Plan, any options granted under the Plan in
anticipation of that approval shall be null and void, it being the
-4-
<PAGE>
condition of any such grant that the options so granted were contingent upon
shareholder approval of the Plan as aforesaid. Except as to options previously
granted and outstanding under the Plan, the Plan shall terminate at midnight on
the date occurring five years after the date on which this Plan is approved by
the Shareholders of the Company, and no option shall be granted after that time.
Options then outstanding may continue to be exercised in accordance with their
terms.
-5-
<PAGE>
EXHIBIT 5.1
Golenbock, Eiseman, Assor & Bell
437 Madison Avenue
New York, New York 10022
May 5, 1999
Balchem Corporation
P. O. Box 175
Slate Hill, New York 10973
Re: Registration Statement on Form S-8
Gentlemen:
We are counsel to Balchem Corporation, a Maryland corporation (the
"Company"), which is filing a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to shares of
the Company's Common Stock, $0.06-2/3 par value (the "Common Stock"), that may
be issued under (i) the Balchem Corporation 1999 Stock Plan (the "1999 Stock
Plan"), (ii) the Company's 1994 Incentive Stock Option Plan, as amended, and
(iii) the Company's Stock Option Plan for Directors, as amended, and the Company
's predecessor Stock Option Plan for Directors (adopted in 1989), and including
shares which may be issued pursuant to options granted pursuant to certain
agreements, respectively dated as of April 1, 1993, January 1, 1995 and April
25, 1997, as amended, between the Company and Charles B. McClelland
(collectively, the "Plans").
In this connection, we have examined the Company's Articles of
Incorporation, as amended, and By-laws, the Plans and such other documents and
corporate records of the Company as we have deemed appropriate. In all
examinations of documents, instruments and other papers, we have assumed the
genuineness of all signatures on original and certified documents and the
conformity with original and certified documents of all copies submitted to us
as conformed, photostatic or other copies. As to matters of fact we have relied
upon representations and statements of officers and representatives of the
Company.
Based upon the foregoing, it is our opinion that, when issued by the
Company upon the exercise of and in accordance with the terms of stock options
duly and validly granted pursuant to, or pursuant to stock purchase agreements
entered into in accordance with and pursuant to, the
<PAGE>
1999 Stock Plan, and against payment therefor, the shares of Common Stock
issuable pursuant to the 1999 Stock Plan will be validly issued, fully paid and
non-assessable.
Shares of Common Stock issuable upon the exercise of options granted
under the Company's 1994 Incentive Stock Option Plan, and upon the exercise of
options granted under the Company's Stock Option Plan for Directors (and under
the Company's predecessor Stock Option Plan for Directors), were previously
intended to be covered by the Company's registration statement on Form S-8 (No.
33-35950) and the Company's registration statement on Form S-8 (No. 33-35912),
respectively, and have also been covered by opinions of counsel filed as
exhibits to such registration statements, respectively. Shares of Common Stock
issuable upon the exercise of options granted under any of the Plans (other than
the 1999 Stock Plan), respectively, and not covered by such prior registration
statements are herein called "Prior Plan Shares".
Based on the foregoing, it is our opinion that, when issued by the
Company upon the exercise of and in accordance with the terms of stock options
duly and validly granted under any of the Plans (other than the 1999 Stock
Plan), and against payment therefor, the Prior Plan Shares issuable pursuant to
such Plans will be validly issued, fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act and the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Golenbock, Eiseman, Assor & Bell
------------------------------------
Golenbock, Eiseman, Assor & Bell
Exhibit 23.2
Consent
The undersigned hereby consents to the inclusion of its
opinion letters as exhibits to the Registration Statement on Form S-8 of Balchem
Corporation (the "Registrant") with respect to the offer and sale of shares of
Common Stock of the Registrant pursuant to the Registrant's 1994 Incentive Stock
Option Plan, the Registrant's Stock Option Plan for Directors, the Registrant's
predecessor Stock Option Plan for Directors (adopted in 1989), the Balchem
Corporation 1999 Stock Plan, and options granted pursuant to certain agreements
with Charles B. McLelland. Such opinions were previously filed as Exhibit 5 to
the Registrant's registration statement on Form S-8 (No. 33-35950) and Exhibit 5
to the Registrant's registration statement on Form S-8 (No. 33-35912),
respectively.
Dated May 6, 1999
/s/ Lebensfeld Borker & Sussman LLP
-----------------------------------
Lebensfeld Borker & Sussman LLP
Exhibit 23.3
Independent Auditors' Consent
The Board of Directors and Stockholders
Balchem Corporation:
We consent to the use of our report dated February 5, 1999 incorporated herein
by reference on the consolidated balance sheets of Balchem Corporation and
subsidiaries as of December 31, 1998 and 1997 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended, which report appears in the December 31, 1998 annual report on Form 10-K
of Balchem Corporation.
/s/ KPMG LLP
-------------
KPMG LLP
Short Hills, New Jersey
May 11, 1999
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
Balchem Corporation:
We consent to the incorporation by reference the Registration Statement
on Form S-8 of Balchem Corporation (the "Company") relating to the Company's (a)
1999 Stock Plan, (b) 1994 Incentive Stock Option Plan, as amended, (c) Stock
Option Plan for Directors, as amended, and the Company's predecessor Stock
Option Plan for Directors, and (d) options granted pursuant to agreements with
Charles B. McClelland, as amended, of our report dated February 7, 1997,
relating to the consolidated statements of operations of Balchem Corporation and
subsidiaries, stockholders' equity and cash flows for the year ended December
31, 1996, which report appears in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998.
/s/ Judelson, Giordano, Siegal, CPA, PC
---------------------------------------
Judelson, Giordano, Siegal, CPA, PC
Middletown, New York
May 11, 1999
