UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): December 9, 2005 Balchem Corporation (Exact name of registrant as specified in its charter) Maryland 1-13648 13-257-8432 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) P.O. Box 600, New Hampton, NY 10958 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (845) 326-5600 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry Into a Material Definitive Agreement The Employment Agreement dated as of January 1, 2001, between Balchem Corporation and Dino A. Rossi, its President and Chief Executive Officer, has been amended, as of December 9, 2005 (the "Amendment"), to conform certain provisions thereof to Section 409A of the Internal Revenue Code, which was enacted as part of the American Jobs Creation Act of 2004, and the proposed regulations issued by the Treasury Department under Section 409A. The Amendment provides that certain payments to Mr. Rossi in connection with the termination of his employment would not be due and payable before six months after the applicable termination. The six-month delay relates to Mr. Rossi's status as a "key employee" (as defined under Section 409A and the accompanying proposed regulations). Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description -------------- ----------- 10.1 Amendment No.1 to Employment Agreement between Dino A. Rossi and Balchem Corporation, dated December 9, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BALCHEM CORPORATION By:/s/ Francis J. Fitzpatrick ----------------------------- Francis J. Fitzpatrick, Chief Financial Officer Dated: December 13, 2005 Exhibit Index Exhibit Number Description -------------- ----------- 10.1 Amendment No.1 to Employment Agreement between Dino A. Rossi and Balchem Corporation, dated December 9, 2005.