BCPC 10-K Annual Report Dec. 31, 2017 | Alphaminr

BCPC 10-K Fiscal year ended Dec. 31, 2017

BALCHEM CORP
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PROXIES
DEF 14A
Filed on April 26, 2024
DEF 14A
Filed on April 28, 2023
DEF 14A
Filed on April 29, 2022
DEF 14A
Filed on April 26, 2021
DEF 14A
Filed on April 27, 2020
DEF 14A
Filed on April 29, 2019
DEF 14A
Filed on May 1, 2018
DEF 14A
Filed on April 27, 2017
DEF 14A
Filed on April 28, 2016
DEF 14A
Filed on April 27, 2015
DEF 14A
Filed on May 1, 2014
DEF 14A
Filed on May 6, 2013
DEF 14A
Filed on April 27, 2012
DEF 14A
Filed on April 28, 2011
DEF 14A
Filed on April 30, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 - Business Description and Summary Of Significant Accounting PoliciesNote 2 AcquisitionsNote 3 - Stockholders EquityNote 4 - InventoriesNote 5 - Property, Plant and EquipmentNote 6 - Intangible AssetsNote 7 Equity-method InvestmentNote 8 Long Term DebtNote 9 - Income TaxesNote 10 - Net Earnings Per Common ShareNote 11 - Employee Benefit PlansNote 12 - Commitments and ContingenciesNote 13 Fair Value Of Financial InstrumentsNote 14 Accumulated Other Comprehensive IncomeNote 15 - Segment InformationNote 16 - Supplemental Cash Flow InformationNote 17 - Quarterly Financial Information (unaudited)Note 18 Related Party TransactionsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers Of The Registrant, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesItem 15. Exhibits and Financial Statement Schedules

Exhibits

3.2 Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Companys definitive proxy statement on Schedule 14A filed with the Commission on April 25, 2008). 3.3 Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Companys definitive proxy statement on Schedule 14A filed with the Commission on April 28, 2011). 3.4 By-laws of the Company, as amended and restated as of February 21, 2017 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K dated February 22, 2017), as amended by the amendment thereto effective December 13, 2017 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K dated December 19, 2017). 10.3 Balchem Corporation Second Amended and Restated 1999 Stock Plan, (incorporated by reference to the Companys Registration Statement on Form S-8, File No. No. 333-155655, dated November 25, 2008, and to Proxy Statement, dated April 25, 2008, for the Companys 2008 Annual Meeting of Stockholders).* 10.5 Employment Agreement, dated as of April 22, 2016, between the Company and Theodore L. Harris (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the For the Quarterly Period Ended June 30, 2016)).* 10.6 Form of Restricted Stock Grant Agreement and Stock Option Agreement (incorporated by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K for the year ended December 31, 2012 (the 2011 10-K)). 10.7 Stock Purchase Agreement, dated as of February 1, 2016, among Albion International, Inc., a Nevada Corporation, and certain equity owners thereof, (incorporated by reference to the Companys Current Report on Form 8-K dated February 4, 2016). (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Stock Purchase Agreement have been omitted and the Company agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request). 10.8 Stock Purchase Agreement, dated as of March 31, 2014, among Performance Chemicals & Ingredients Company (d/b/a SensoryEffects), a Delaware corporation, certain equity owners thereof, the Company and, solely for the limited purposes described therein, Highlander Partners, L.P. (incorporated by reference to the Companys Current Report on Form 8-K dated April 1, 2014). (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Stock Purchase Agreement have been omitted and the Company agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request). 10.9 Credit Agreement dated May 7, 2014 among the Company, certain guarantors, lenders and Bank of America, N.A. (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 13, 2014). 10.10 Security and Pledge Agreement dated May 7, 2014 among the Company, certain guarantors and Bank of America, N.A. (incorporated by reference to Exhibit 4.12 to the Companys Current Report on Form 8-K dated May 13, 2014). 10.11 2017 Omnibus Incentive Plan of the Company (incorporated by reference to Appendix A to the Companys Proxy Statement on Schedule 14A, filed April 27, 2017). 10.12 Offer Letter, dated as of October 3, 2017, between the Company and Mary Theresa Coelho (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated October 12, 2017). 21. Subsidiaries of Registrant. 23.1 Consent of RSM US LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a). 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a). 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code. 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.