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BALCHEM CORP — Major Shareholding Notification 2007
Aug 6, 2007
31041_mrq_2007-08-06_ad676d0b-9169-4f22-9629-9e0b9613c91a.zip
Major Shareholding Notification
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SC 13G 1 a07-21113_1sc13g.htm SC 13G
| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
*SCHEDULE 13G*
*(Rule 13d-102)*
*Information Statement Pursuant to Rules 13d-1*
*Under the Securities Exchange Act of 1934*
*(Amendment No. )**
*Balchem Corporation*
(Name of Issuer)
*Common Stock*
(Title of Class of Securities)
*057665200*
(CUSIP Number)
*July 27, 2007*
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
|---|---|
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 057665200 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Trigran Investments, Inc. | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Illinois company | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 946,686 shares of Common Stock |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 946,686 shares of Common Stock |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 946,686 shares of Common Stock | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) Approximately 5.31% as of July 27, 2007 (based on 17,838,764 shares of Common
Stock issued and outstanding (per Balchem Corporation Form 10-Q dated May 10,
2007)). | |
| 12. | Type of Reporting Person
(See Instructions) CO | |
2
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| CUSIP No. 057665200 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Douglas Granat | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization U.S. Citizen | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 946,686 shares of Common Stock |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 946,686 shares of Common Stock |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 946,686 shares of Common Stock | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) Approximately 5.31% as of July 27, 2007 (based on 17,838,764 shares of Common
Stock issued and outstanding (per Balchem Corporation Form 10-Q dated May 10,
2007)). | |
| 12. | Type of Reporting Person
(See Instructions) IN/HC | |
3
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| CUSIP No. 057665200 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Lawrence A. Oberman | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization U.S. Citizen | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 946,686 shares of Common Stock |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 946,686 shares of Common Stock |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 946,686 shares of Common Stock | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) Approximately 5.31% as of July 27, 2007 (based on 17,838,764 shares of Common
Stock issued and outstanding (per Balchem Corporation Form 10-Q dated May 10,
2007)). | |
| 12. | Type of Reporting Person
(See Instructions) IN/HC | |
4
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| CUSIP No. 057665200 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only). Steven G. Simon | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization U.S. Citizen | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 |
| | 6. | Shared Voting Power 946,686 shares of Common Stock |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 946,686 shares of Common Stock |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 946,686 shares of Common Stock | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) Approximately 5.31% as of July 27, 2007 (based on 17,838,764 shares of Common
Stock issued and outstanding (per Balchem Corporation Form 10-Q dated May 10,
2007)). | |
| 12. | Type of Reporting Person
(See Instructions) IN/HC | |
5
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| CUSIP No. 057665200 | |||
|---|---|---|---|
| Item 1. | |||
| (a) | Name of Issuer Balchem Corporation | ||
| (b) | Address of Issuers | ||
| Principal Executive Offices 52 Sunrise Park Road P.O. Box 600 New Hampton, NY 10958 | |||
| Item 2. | |||
| (a) | Name of Person Filing | ||
| (b) | Address of Principal | ||
| Business Office or, if none, Residence | |||
| (c) | Citizenship Trigran Investments, Inc. 630 Dundee Road, Suite 230 Northbrook, IL 60062 Illinois company Douglas Granat 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen Lawrence A. Oberman 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen Steven G. Simon 630 Dundee Road, Suite 230 Northbrook, IL 60062 U.S. Citizen | ||
| (d) | Title of Class of | ||
| Securities Common Stock, $.06 par value per share | |||
| (e) | CUSIP Number 057665200 | ||
| Item 3. | If this statement is filed | ||
| pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person | |||
| filing is a: | |||
| (a) | o | Broker or dealer | |
| registered under section 15 of the Act (15 U.S.C. 78o). | |||
| (b) | o | Bank as defined in section | |
| 3(a)(6) of the Act (15 U.S.C. 78c). | |||
| (c) | o | Insurance company as | |
| defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |||
| (d) | o | Investment company | |
| registered under section 8 of the Investment Company Act of 1940 (15 U.S.C | |||
| 80a-8). | |||
| (e) | o | An investment adviser in | |
| accordance with §240.13d-1(b)(1)(ii)(E); | |||
| (f) | o | An employee benefit plan | |
| or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |||
| (g) | o | A parent holding company | |
| or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |||
| (h) | o | A savings associations as | |
| defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. | |||
| 1813); | |||
| (i) | o | A church plan that is | |
| excluded from the definition of an investment company under section 3(c)(14) | |||
| of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
| (j) | o | Group, in accordance with | |
| §240.13d-1(b)(1)(ii)(J). | |||
| If this statement is filed | |||
| pursuant to Rule 13d-1(c), check this box. x |
6
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| CUSIP No. 057665200 — Item 4. | Ownership(1) | ||
|---|---|---|---|
| Provide the following | |||
| information regarding the aggregate number and percentage of the class of | |||
| securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially | ||
| owned: Incorporated by reference | |||
| to Item 9 of the cover page pertaining to each reporting person. | |||
| (b) | Percent of class: Incorporated by reference | ||
| to Item 11 of the cover page pertaining to each reporting person. | |||
| (c) | Number of shares as to which | ||
| the person has: | |||
| (i) | Sole power to vote or to | ||
| direct the vote Incorporated by reference | |||
| to Item 5 of the cover page pertaining to each reporting person. | |||
| (ii) | Shared power to vote or to | ||
| direct the vote Incorporated by reference | |||
| to Item 6 of the cover page pertaining to each reporting person. | |||
| (iii) | Sole power to dispose or | ||
| to direct the disposition of Incorporated by reference | |||
| to Item 7 of the cover page pertaining to each reporting person. | |||
| (iv) | Shared power to dispose or | ||
| to direct the disposition of Incorporated by reference | |||
| to Item 8 of the cover page pertaining to each reporting person. | |||
| (1) Douglas Granat, Lawrence A. Oberman and | |||
| Steven G. Simon are the controlling shareholders and sole directors of | |||
| Trigran Investments, Inc. and thus may be considered the beneficial owners of | |||
| shares beneficially owned by Trigran Investments Inc. | |||
| Item 5. | Ownership of Five Percent | ||
| or Less of a Class | |||
| If this statement is being filed to report the fact | |||
| that as of the date hereof the reporting person has ceased to be the | |||
| beneficial owner of more than five percent of the class of securities, check | |||
| the following o . | |||
| Not Applicable. | |||
| Item 6. | Ownership of More than | ||
| Five Percent on Behalf of Another Person | |||
| Not Applicable. | |||
| Item 7. | Identification and | ||
| Classification of the Subsidiary Which Acquired the Security Being Reported | |||
| on By the Parent Holding Company | |||
| Not Applicable. | |||
| Item 8. | Identification and | ||
| Classification of Members of the Group | |||
| Not Applicable. | |||
| Item 9. | Notice of Dissolution of | ||
| Group | |||
| Not Applicable. | |||
| Item 10. | Certification | ||
| By signing below I | |||
| certify that, to the best of my knowledge and belief, the securities referred | |||
| to above were not acquired and are not held for the purpose of or with the | |||
| effect of changing or influencing the control of the issuer of the securities | |||
| and were not acquired and are not held in connection with or as a participant | |||
| in any transaction having that purpose or effect. |
7
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CUSIP No. 057665200
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 6th day of August, 2007
| TRIGRAN INVESTMENTS, INC. | |
|---|---|
| By: | /s/ Lawrence A. Oberman |
| Name: | Lawrence A. Oberman |
| Its: | Executive Vice President |
| /s/ Lawrence A. Oberman | |
| Lawrence A. Oberman | |
| /s/ Douglas Granat | |
| Douglas Granat | |
| /s/ Steven G. Simon | |
| Steven G. Simon |
8
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CUSIP No. 057665200
| INDEX TO EXHIBITS | PAGE |
|---|---|
| EXHIBIT 1: Agreement to Make a Joint Filing | 10 |
9
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