UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BALCHEM CORPORATION

(Exact name of registrant as specified in its charter)

5 Paragon Drive

Montvale, New Jersey 07645

(Address of Principal Executive Offices) (Zip Code)

Balchem Corporation 2017 Omnibus Incentive Plan, as amended and restated

Balchem Corporation 401(k) Plan, as amended

(Full title of the plan)

Hatsuki Miyata

General Counsel and Secretary

Balchem Corporation

52 Sunrise Park Road

New Hampton, New York 10958

(Name and address of agent for service)

(845) 326-5600

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Balchem Corporation (the “Company”) and registers (i) 800,000 additional shares of the Company’s common stock, par value $.06-2/3 per share (the “Common Stock”), issuable under the Company’s 2017 Omnibus Incentive Plan, as amended and restated (the “Omnibus Plan”), and (ii) 200,000 shares of Common Stock for issuance under the Company’s 401(k) Plan, as amended. With respect to the additional shares of Common Stock being registered under the Omnibus Plan, in accordance with General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2017 (File No. 333-219722) are incorporated herein by reference, except to the extent amended or superseded by the contents hereof.

In accordance with the instructional note to Part I of Form S-8, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed by the Company with the SEC are incorporated herein by reference:

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel

Not applicable.

Item 6.

Indemnification of Directors and Officers

The Maryland General Corporation Law authorizes Maryland corporations to limit the liability of directors and officers to the corporation and its stockholders for money damages except (i) 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 actually received, (ii) to the extent that a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding in the proceeding 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 the proceeding, or (iii) in respect of certain other actions not applicable to the Company. The Company’s Articles of Incorporation limits the liability of directors and officers to the fullest extent permitted by the Maryland law.

The Maryland General Corporation Law also authorizes Maryland corporations to indemnify present and past directors and officers of the corporation or of another corporation for which they serve at the request of the corporation against judgments, penalties, fines, settlements and reasonable expenses (including attorneys’ fees) actually incurred in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation in respect of which the director or officer is adjudged to be liable to the corporation) in which they are made parties by reason of being or having been directors or officers, unless it is proved that (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the director or officer actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. The Maryland General Corporation Law also provides that, unless limited by the corporation’s charter, a corporation shall indemnify present and past directors and officers of the corporation who are successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against reasonable expenses (including attorneys’ fees) incurred in connection with the proceeding. The Company’s Articles of Incorporation do not limit the extent of this indemnity.

In addition, the Company’s By-laws provide that, to the maximum extent permitted by Maryland law, the Company shall indemnify (without requiring a preliminary determination of the ultimate entitlement to indemnification) and pay or reimburse expenses in advance of final disposition of a proceeding to (i) any present and past directors and officers of the Company who is made or threatened to be made a party to, or witness in, any action, suit or proceeding by reason of his or her being, or having been, a director or officer of the Company, and (ii) any individual who, while a director or officer of the Company and at the request of the Company, serves or has served as a director, officer, trustee, member, manager or partner of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to, or witness in, any action, suit or proceeding by reason of his or her serving, or having served, in that capacity. In the event of settlement of such action, suit or proceeding, indemnification shall include reimbursement of amounts paid in settlement and expenses actually and reasonably incurred by such director or officer in connection therewith. This 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.

The Company’s directors and officers are covered by certain insurance policies maintained by the Company.

Item 7.

Exemption from Registration Claimed

Not applicable.

Item 8.

Exhibits

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*	Filed herewith.

The Company undertakes that it will submit or has submitted the Balchem Corporation 401(k) Plan and any amendment thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made or will make all changes required by the IRS in order to qualify the plan under Section 401 of the Internal Revenue Code.

Item 9.

Undertakings

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

	Balchem Corporation
	By:	/s/ Theodore L. Harris

	Name:	Theodore L. Harris
	Title:	Chairman, President and Chief Executive Officer

Name			Capacity		Date
/s/ Theodore L. Harris			Chairman, President, and Chief Executive Officer		June 28, 2023
Theodore L. Harris
/s/ C. Martin Bengtsson			Executive Vice President and Chief Financial Officer		June 28, 2023
C. Martin Bengtsson
/s/ William A. Backus			Vice President and Chief Accounting Officer		June 28, 2023
William A. Backus
/s/ David Fischer			Director		June 28, 2023
David Fischer
/s/ Kathleen Fish			Director		June 28, 2023
Kathleen Fish
/s/ Daniel Knutson			Director		June 28, 2023
Daniel Knutson
/s/ Joyce Lee			Director		June 28, 2023
Joyce Lee
/s/ Matthew D. Wineinger			Director		June 28, 2023
Matthew D. Wineinger

Date: June 28, 2023	Balchem Corporation 401(k) Plan
	By:	Balchem Corporation, Plan Administrator
	By:	/s/ Theodore L. Harris

		Name:	Theodore L. Harris
		Title:	Chairman, President and Chief Executive Officer