ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 5, 1996
The Annual Meeting of Stockholders of Aceto Corporation, a New York
corporation, ("the Company"), will be held at the Crowne Plaza LaGuardia,
104-04 Ditmars Boulevard, E. Elmhurst, New York, at 10:00 A.M. New York City
time, on Thursday, December 5, 1996 for the following purposes:
1. To elect nine directors to hold office until the next Annual Meeting
of Stockholders or until their successors are elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 20,
1996 as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting.
If you do not expect to attend the meeting in person, please fill in, sign,
and return the enclosed form of proxy.
By order of the Board of Directors,
DONALD HOROWITZ
Secretary
Lake Success, New York
October 21, 1996
ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
December 5, 1996
Approximate Mailing Date of Proxy Statement and Form of Proxy: October 21,
1996
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Aceto Corporation ("the Company") of proxies to be
voted at the Annual Meeting of Stockholders to be held on Thursday, December
5, 1996 and at any adjournment thereof.
A stockholder who executes and mails a proxy in the enclosed return envelope
may revoke such proxy at any time prior to its use by notice in writing
to the Secretary of the Company or by revocation in person at the Annual
Meeting. Unless so revoked, the shares represented by duly executed proxies
received by the Company prior to the Annual Meeting will be voted for or
against the proposals referred to therein and presented at the Annual Meeting
in accordance with the stockholder's instructions marked thereon. If no
instructions are marked thereon, proxies will be voted (l) FOR the election
as directors of the nominees named below under the caption "ELECTION OF
DIRECTORS"; (2) in the discretion of the proxies named on the proxy card
with respect to such other business as may properly come before the Annual
Meeting or any adjournments thereof.
The close of business on September 20, 1996 has been fixed as the record
date for the determination of stockholders entitled to notice and to vote at
the meeting. At that record date, the following classes of stock were
outstanding and entitled to notice and vote:
Shares Votes per
Class Outstanding Share Votes
Common stock 5,025,463 1.0000* 5,025,463
Preferred stock
Third series 100,000 2.0666* 206,664
Fourth series 40,000 1.9108* 76,432
Fifth series 40,000 1.7666* 70,665
Sixth series 40,000 1.6333* 65,333
Seventh series 40,000 1.5101* 60,403
Eighth series 40,000 1.4520* 58,080
Total preferred stock 300,000 537,577
Total all classes 5,325,463 5,563,040
*Adjusted for all subsequent stock dividends.
All of the outstanding preferred stock is held by the Aceto Corporation
Profit Sharing Plan.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of September 20, 1996 certain information
with respect to each person who to the best of the knowledge of the Company
beneficially owned more than 5% of the outstanding shares of the Company's
common or preferred stock:
Name and Address Common Stock Preferred Stock
Amount & Nature Amount & Nature
of Beneficial % of of Beneficial % of
Ownership Class Ownership Class
Arnold J. Frankel 306,333(1) 6.1% 300,000(4) 100%
One Hollow Lane
Lake Success, NY 11042
Leonard S. Schwartz 9,797(1)(2) 0.2% 300,000(4) 100%
One Hollow Lane
Lake Success, NY 11042
Donald Horowitz 8,823(1)(3) 0.2% 300,000(4) 100%
One Hollow Lane
Lake Success, NY 11042
Samuel I. Hendler 3,682(1) 0.1% 300,000(4) 100%
319 Willis Avenue
Mineola, NY 11501
Aceto Corporation
Profit Sharing Plan 92,875(4) 1.8% 300,000(4) 100%
One Hollow Lane
Lake Success, NY 11042
T. Rowe Price
Associates, Inc. 456,650(5) 9.1%
100 East Pratt Street
Baltimore, MD 21202
FMR Corp. 427,370(6) 8.5%
82 Devonshire Street
Boston, MA 02109
(l) Messrs. Frankel, Schwartz, Horowitz and Hendler have, or share with their
wives, voting power and investment power with respect to the shares owned
directly by each of them.
(2) Includes 9,356 shares of currently exercisable stock options.
(3) Includes 8,808 shares of currently exercisable stock options.
(4) These shares are owned by the Company's Profit Sharing Retirement Plan
(the "Plan"), vote as a class with Common Stock, and are entitled to a
total of 537,577 votes at this Annual Meeting of Stockholders. The Trustees
of the Plan are Arnold J. Frankel, Leonard S. Schwartz, Donald Horowitz
and Samuel I. Hendler, who have voting and investment power with regard to
these shares, and who disclaim ownership thereof. The preferred stock owned
by the Plan is convertible into common stock at various conversion rates
set forth in the Certificates of Amendment of the Certificate of
Incorporation of the Company fixing the number, designation, relative rights,
preferences and limitations of each series of preferred stock. As of September
20, 1996, the 300,000 shares of preferred stock owned by the Plan were
convertible into 92,875 shares of common stock, and, if so converted on
that date, the said shares of common stock would comprise 1.8% of the class.
(5) The securities are owned by various individual and institutional
investors [including T. Rowe Price Small Cap Value Fund, Inc. (which owns
400,000 shares, representing 8.0% of the shares outstanding)], to which
T. Rowe Price Associates, Inc. ("Price Associates") serves as investment
advisor with power to direct investments and/or sole power to vote the
securities. For purposes of the reporting requirements of the Securities
Exchange Act of 1934, Price Associates is deemed sole owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.
(6) FMR Corp. beneficially owns 427,370 shares. This number consisted of
shares beneficially owned by Fidelity Management & Research Company, as a
result of its serving as investment advisor to various investment companies
registered under Section 8 of the Investment Company Act of 1940. The
ownership by one investment company, Fidelity Low-Priced Stock Fund, accounted
for all of the 427,370 shares. FMR Corp. has sole voting power for zero shares
and sole disposition power for all 427,370 shares.
ELECTION OF DIRECTORS
At the meeting nine directors are to be elected, each to serve until the next
Annual Meeting of Stockholders or until their successors are elected and
qualified. If any nominee should become unavailable for any reason, it is
intended that shares represented by proxies in the accompanying form will be
voted for a substitute nominee designated by the management. The management
has no reason to believe that any of the nominees named will not be a
candidate or will be unable to serve if elected.
The names of the nominees for directors, together with certain information
regarding them, are as follows:
Common Stock
of the
Company
Beneficially
Owned as of
September 20, 1996
Director
Present of the Amount & Nature
Principal Company of Beneficial % of
Name Occupation Age Since Ownership Class
Anthony Baldi President of 57 1991 19,102(1) 0.4%
Aceto
Agricultural
Chemicals Corp.,
a wholly owned
subsidiary
of the Company
Thomas Brunner Senior Vice 57 1991 12,714(2) 0.3%
President
of the Company
Arnold J. Frankel Chairman of 74 1947 306,333(3) 6.1%
the Board
Chief Executive
Officer of the
Company,
Chairman of the
Executive Committee
which functions as
the Executive
Compensation
Committee, and
Chairman of the
Audit Committee
Stephen M. Goldstein Senior 57 1993 110
Vice President
Chase Manhattan
Bank, and Member
of the Audit
Committee
Samuel I. Hendler Attorney 74 1990 3,682(3) 0.1%
and Member of
the Executive
Committee
which functions
as the Executive
Compensation
Committee
Donald Horowitz Secretary, 49 1991 8,823(3)(4) 0.2%
Treasurer,
and Chief
Financial
Officer
of the Company
Robert E. Parsont President 60 1968 1,859
and Chief
Operating
Officer
until June
30, 1996,
Vice Chairman
of the Board,
Consultant to
the Company,
and Member of
the Executive
Committee
which functions
as the Executive
Compensation
Committee
Leonard S. Schwartz President 50 1991 9,797(3)(5) 0.2%
and Chief
Operating
Officer since
July 1, 1996
and Member of
the Executive
Committee which
functions as
the Executive
Compensation
Committee
Robert A. Wiesen Attorney, 45 1994
Partner in
Clifton Budd
& DeMaria, and
Member of Audit
Committee
All directors, officers
and nominees as a group - 362,420 (1)(2) 7.1%
nine persons (3)(4)(5)
(1) Includes 15,616 shares of currently exercisable stock options.
(2) Includes 12,712 shares of currently exercisable stock options.
(3) Messrs. Frankel, Hendler, Horowitz and Schwartz also are Trustees for the
Company's Profit Sharing Retirement Plan. The Plan owns 300,000 shares of
preferred stock. Messrs. Frankel, Hendler, Horowitz and Schwartz disclaim
ownership of such shares.
(4) Includes 8,808 shares of currently exercisable stock options.
(5) Includes 9,356 shares of currently exercisable stock options.
Anthony Baldi, Thomas Brunner, Arnold J. Frankel, Stephen M. Goldstein,
Samuel I. Hendler, Donald Horowitz, Robert E. Parsont and Leonard S. Schwartz
have, or share with their respective spouses, voting power and investment
power with respect to the shares owned by each of them.
Mr. Arnold J. Frankel is a founder of the Company, and served as Chairman of
the Board and as Secretary and Treasurer since the Company was incorporated
in 1947 until January 1990, at which time he, in addition to retaining his
position of Chairman of the Board, became Chief Executive Officer of the
Company. Mr. Leonard S. Schwartz, President and Chief Operating Officer
since July 1, 1996, joined the Company in 1969, and served as Senior Vice
President in charge of its industrial chemicals department since 1991.
Mr. Robert E. Parsont was employed by the Company since 1961. He was
Executive Vice President of the Company until January 1990, when he became
President and Chief Operating Officer, in which capacities he served until
he retired effective June 30, 1996, at which time he assumed the position
of Vice Chairman and became a consultant to the Company. Mr. Donald
Horowitz has been employed by the Company since 1971 and was, in January
1990, elected Secretary and Treasurer and Chief Financial Officer. Mr.
Samuel I. Hendler, who has been engaged in the private practice of law in New
York since 1949, has acted as counsel for the Company for more than forty years.
He is Secretary, a director and counsel to Pneumercator Company, Inc., a
Farmingdale, New York corporation. Messrs. Anthony Baldi and Thomas Brunner
have been employed by the Company since 1957 and 1967, respectively. Mr.
Baldi has been the President, a director and Chief Operating Officer of Aceto
Agricultural Chemicals Corporation, a wholly-owned subsidiary of the Company
since 1976, when it was incorporated, and prior thereto headed the Company's
agricultural chemicals department. Mr. Brunner is Senior Vice President
in charge of the Company's intermediates chemical department. Mr. Stephen M.
Goldstein is a Senior Vice President and Regional Manager in the Middle
Market Division of Chase Manhattan Bank. He is responsible for the bank's
Middle Market business in Queens, New York and has been employed by Chase
Manhattan Bank since 1963. Mr. Robert A. Wiesen is an attorney and partner
in the law firm of Clifton Budd & DeMaria. He joined the firm in 1979
subsequent to his employment with the National Labor Relations Board. He has
handled matters for the Company relating to labor and employment law for
over ten years and he has written and lectured on labor law.
The Audit Committee is charged with making recommendations to the Board of
Directors as to the selection of the Company's independent auditors,
maintaining communications between the full Board and the independent
auditors, reviewing the annual audit submitted by the auditors and determining
the nature and extent of problems, if any, presented by such audit warranting
consideration by the full Board. The Audit Committee is also utilized for a
review of potential conflict-of-interest situations in reviews conducted by
the Company of related party transactions, if any. The members of the Audit
Committee during the fiscal year ended June 30, 1996 were Messrs. Arnold J.
Frankel, Stephen M. Goldstein and Robert A. Weisen. The Audit Committee held
one meeting during the past fiscal year at which all members were present.
The Board of Directors does not have a nominating committee. The Executive
Committee of the Board of Directors, whose members are Messrs. Arnold J.
Frankel, Samuel I. Hendler, Robert E. Parsont and Leonard S. Schwartz
functions as the Executive Compensation Committee.
During the fiscal year ended June 30, 1996 there were 4 meetings of the Board
of Directors. All directors attended at least 75% of the meetings.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding compensation paid
or accrued during each of the Company's last three fiscal years to the
Company's Chief Executive Officer and each of the Company's four other
most highly compensated executive officers.
Annual Compensation Long Term Compensation
Other Restricted All Other
Name and Annual Stock Options/ LTIP Compen-
Principal Compen- Awards SARs Payouts sation(1)
Position Year Salary Bonus sation
Anthony Baldi
President, 1996 $204,624 $185,000 $3,519 - 20,000 - $33,669
Aceto 1995 193,042 235,000 2,213 - - - 35,329
Agricultural 1994 181,353 216,452 5,109 - - - 33,755
Chemicals Corp.
Thomas Brunner
Senior Vice 1996 192,532 186,848 2,280 - 20,000 - 33,157
President 1995 181,634 218,740 2,512 - - - 34,206
1994 171,299 171,020 2,312 - - - 31,241
Arnold J.Frankel
Chairman 1996 345,288 267,000 4,185 - - - 45,201
and Chief 1995 325,743 325,000 3,716 - - - 46,724
Executive 1994 307,251 298,000 5,234 - - - 44,450
Officer
Robert E. Parsont
President 1996 351,935 352,500 8,542 - - - 49,409
and Chief 1995 325,743 385,000 8,997 - - - 49,724
Operating 1994 307,251 335,000 7,596 - - - 46,300
Officer
Leonard S. Schwartz
Senior Vice 1996 179,547 250,000 6,954 - 25,000 - 35,665
President 1995 169,384 203,670 6,915 - - - 33,157
1994 159,796 170,000 7,232 - - - 30,677
(1) Represents contributions to the Company's qualified and non-qualified
retirement plans.
Option Grants In Last Fiscal Year
The following table contains information regarding the grant of stock options
in the fiscal year ended June 30, 1996 to the named executives. All grants
were made in the form of non-qualified stock options.
Options Granted in Last Fiscal Year
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term
Number
Securities % of Total Exercise
Underlying Options Granted or Base
Options To Employees Price Expiration
Name Granted in Fiscal Year ($/Sh) Date 5%(1) 10% (1)
Anthony
Baldi 4000 $11.67 12/31/00 $35,002 $56,393
4000 11.67 12/31/01 39,086 66,700
4000 11.67 12/31/02 43,374 78,038
4000 11.67 12/31/03 47,877 90,510
4000 13.7% 11.67 12/31/04 52,605 104,229
Thomas
Brunner 4000 11.67 12/31/00 35,002 56,393
4000 11.67 12/31/01 39,086 66,700
4000 11.67 12/31/02 43,374 78,038
4000 11.67 12/31/03 47,877 90,510
4000 13.7% 11.67 12/31/04 52,605 104,229
Arnold J.
Frankel None
Robert E.
Parsont None
Leonard S.
Schwartz 5000 11.67 12/31/00 43,753 70,491
5000 11.67 12/31/01 48,858 83,375
5000 11.67 12/31/02 54,218 97,547
5000 11.67 12/31/03 59,846 113,137
5000 17.1% 11.67 12/31/04 65,756 130,286
(1) The dollar amounts illustrate value that might be realized upon exercise
of the options immediately prior to the expiration of their term, covering the
specific compounded rates of appreciation set by the Securities and Exchange
Commission (5% and 10%) and are not, therefore, intended to be forecasts by
Aceto of possible future appreciation of the stock price of Aceto.
Stock Option Exercises in Fiscal 1996 and Value at June 30, 1996
The following table summarizes information with respect to options held by the
Chief Executive Officer and the executive officers named in the Summary
Compensation Table, and the value of the options held by such persons at the
end of fiscal year 1996. The Chief Executive Officer, Arnold J. Frankel,
does not participate in the Company's stock option plan.
Value of
No. of Unexercised
Unexercised In-the-money
Options at Options at
June 30, 1996 June 30,1996(1)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
Anthony Baldi 2,640 $ 24,550 15,616/ $111,464/
16,000 57,280
Thomas Brunner 4,356 45,141 12,712/ 87,178/
16,000 57,280
Arnold J. Frankel - - - -
Robert E.
Parsont 11,616 161,856 - -
Leonard S.
Schwartz - - 9,356/ 54,329/
20,000 71,600
(l) Value of unexercised in-the-money options is based on the common stock
closing bid price on June 30, 1996 of $15.25.
On June 9, 1992, the Company's Board of Directors adopted resolutions
amending the Company's Stock Option Plan ("the Plan"), in the following
respects: the Plan is to be administered by a committee consisting of not
less than three directors, all of whom shall be "disinterested persons"; a
committee member shall be a "disinterested person" only if such person is not,
at the time he exercises discretion in administering the Plan, eligible, and
has not at any time within one year prior thereto been eligible, for
selection as a person as to whom options may be granted; and no option may be
granted to any director as to whom the proxy statement for the meeting of
stockholders at which the plan was submitted for approval of the stockholders
of the Company disclosed that such director will not participate in the Plan.
On December 7, 1995, a committee consisting of Arnold J. Frankel, Stephen
M. Goldstein and Samuel I. Hendler (Mr. Arnold J. Frankel to be chairman of
said committee) was appointed by the Board of Directors to administer the
Plan. All of said directors were disinterested persons as defined by the
Plan.
Report of the Executive Compensation Committee
The Executive Committee of the Board of Directors, whose members are Arnold J.
Frankel, Robert E. Parsont, Samuel I. Hendler and effective July 1, 1996,
Leonard S. Schwartz, functions as the Executive Compensation Committee, and
makes recommendations to the Board with respect to the remuneration of the
Company's executive officers.
The Company's compensation policy has been designed to enable the Company
to attract, retain and motivate executives whose enthusiasm and abilities
will contribute to the growth of its business and result in maximum
profitability to the Company and its shareholders, by providing salaries and
benefits competitive with those offered by other companies in the chemical
industry. The executive compensation program includes base salary, annual
incentive compensation (cash bonuses), and long term incentive compensation
(stock options).
Base salaries are set at levels competitive with the chemical industry.
Because of the way that the Company operates its business, the contributions
of its executives significantly affect corporate profitability. Bonuses
(which can exceed base salary) are paid to reflect the extent of such
contributions. The bonuses paid to the Chairman, who is the Chief Executive
Officer of the Company (CEO), the President, who is the Chief Operating
Officer (COO), and the Secretary/Treasurer, who is the Chief Financial
Officer (CFO), reflect the Company's overall performance (excluding
extraordinary events such as a plant shut-down).
For the fiscal year ended June 30, 1996, the three highest paid executive
officers, after the CEO and COO, are each responsible for the performance
of one of the Company's principal profit centers. Internally generated
performance records are kept on a monthly and yearly basis for these profit
centers, and each center's profitability is compared in the current year
to the previous year. Other factors considered in determining the bonuses
of individual executives are the individual's own performance and the overall
performance of the Company. The Executive Compensation Committee determines
each bonus primarily based on these data, also taking into account the long
term contributions of each individual.
The Company's Stock Option Plan is administered by directors who do not
receive stock options under the plan. Grants of stock options, which vary
according to annual and longer term performance ratings, are made to senior
and middle management executives.
Chief Executive Officer's Compensation
The CEO's compensation was determined on the basis of the same factors utilized
to compensate other executives. Another consideration is the increase in
corporate stature and shareholder value developed over the years under his
stewardship. The CEO, a founder of the Company, does not participate in the
Company's Stock Option Plan.
The Executive Compensation Committee
Arnold J. Frankel, Chairman
Samuel I. Hendler
Robert E. Parsont
Leonard S. Schwartz
Director Compensation
Each non-employee director receives $7,500 per year for serving on the Board
of Directors plus $500 for each committee meeting attended. There is no
additional compensation for directors who are also employees.
Employment Agreements
There are no employment contracts with any director or officer; however,
Messrs. Baldi, Brunner and Schwartz have signed patent and trade secret
agreements.
STOCK PERFORMANCE GRAPH
Shown below is a table comparing the yearly percentage change in the
cumulative total shareholder return on the Company's common stock against
the cumulative total return of the S & P 500 Index and the Dow Jones
Chemicals Index for the period of five years commencing July 1, 1991 and
ending June 30, 1996.
Comparison of Five Year Cumulative Total Return* Among Aceto Corporation, The
S & P 500 Index and the Dow Jones Chemicals Index.
* $100 invested on 06/30/91 in stock or index including reinvestment of
dividends. Fiscal year ending June 30.
Cumulative Total Return
6/91 6/92 6/93 6/94 6/95 6/96
Aceto Corp. 100 152 158 178 177 213
S & P 500 100 113 129 131 165 208
DJ Chemicals 100 115 120 142 174 209
CERTAIN TRANSACTIONS
Samuel I. Hendler, a director of the Company, serves as general counsel to the
Company. Robert A. Wiesen, a director of the Company, is a partner in the law
firm of Clifton Budd & DeMaria, which serves as labor and employment law
counsel of the Company.
Robert E. Parsont, a director of the Company and a nominee for election as a
director, retired from his position as President and Chief Operating Officer
of the Company effective June 30, 1996. The Board of Directors elected him
Vice Chairman effective July 1, 1996, and authorized his being retained as a
consultant for a period of eighteen months. He will be paid $128,400 for
consulting services during the current fiscal year.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
registered class of the Company's equity securities to file with the
Securities and Exchange Commission (the "SEC"), initial reports of ownership
and reports of changes in ownership of common stock and other equity
securities of the Company. Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. To the Company's knowledge, based solely
on review of the copies of such reports furnished to the Company and
representations that no other reports were required during the fiscal year,
all Section 16(a) filing requirements applicable to its officers, directors
and greater than 10% beneficial owners were complied with.
RELATIONSHIP WITH THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP was the Company's principal accountant for the Company's
most recent fiscal year ended June 30, 1996. Representatives of KPMG Peat
Marwick LLP are expected to be present at the Stockholder's Meeting with an
opportunity to make a statement, if they desire to do so. Such representatives
are also expected to be available to respond to appropriate questions.
The Company has not as yet selected its principal accountant for its current
fiscal year since such selection is usually made by the Company's Board of
Directors late in the fiscal year. At present, management has no reason to
believe that there will be any change in its principal accountant for the
current fiscal year.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder intends to present at the 1997 Annual Meeting
of Stockholders must be duly received by the Company on or before June 13, 1997.
OTHER MATTERS
The Company's Annual Report to Stockholders for the year ended June 30, 1996
is being mailed to stockholders with this Proxy Statement.
The cost of solicitation of proxies in the accompanying form will be borne by
the Company, including expenses in connection with preparing and mailing this
Proxy Statement. In addition to the use of mails, proxies may be solicited by
personal interview, facsimile, telephone or telegram by directors, officers
and employees of the Company. Arrangements may also be made with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of stock held of record by
such persons, and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in connection therewith.
The management does not know of any matters to be presented for consideration,
other than the matters described in the Notice of Annual Meeting, but if other
matters are presented, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their judgment.
The Company will provide, without charge to each person whose proxy is
solicited, on the written request of any such person, a copy of the Company's
annual report on Form 10-K for its fiscal year ended June 30, 1996 required
to be filed with the Securities and Exchange Commission, including the
financial statements and the schedules thereto. Such written request should
be directed to Mr. Donald Horowitz, Aceto Corporation, One Hollow Lane, Lake
Success, New York 11042-1215. Each such request must set forth a good faith
representation that, as of September 20, 1996 the person making the request
was a beneficial owner of securities entitled to vote at the annual meeting
of stockholders.
By Order of the Board of Directors,
DONALD HOROWITZ
Secretary
October 21, 1996
Addendum
STATEMENT PURSANT TO SECTION 726 (d) OF
THE NEW YORK BUSINESS CORPORATION LAW
RELATING TO DIRECTOR AND OFFICER INDEMNIFICATION
The following information pertains to directors and officers liability
indemnity insurance purchased by the Company:
Insurance Carrier: Great American Insurance Company
Date of Contract: March 10, 1996
Expiration Date: March 10, 1997
Cost of Insurance: $44,000
Corporate Positions Insured: Directors and Officers
ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215
ACETO CORPORATION Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Arnold J. Frankel and Robert E. Parsont, with
the full power of substitution, proxies to vote at the annual meeting of
stockholders of Aceto Corporation to be held on Thursday, December 5, 1996 at
the Crowne Plaza LaGuardia, 104-04 Ditmars Boulevard, E. Elmhurst, New York,
and at any adjournments of the meeting, according to the number of votes the
undersigned might cast and with all powers the undersigned would possess if
personally present, as follows:
(1) Election of Directors
[ ] FOR nominees listed below (except [ ] WITHHOLD authority to
as marked to the contrary below) vote for ALL nominees
listed below
Anthony Baldi, Thomas Brunner, Arnold J. Frankel, Stephen M.
Goldstein, Samuel I. Hendler, Donald Horowitz, Robert E. Parsont,
Leonard S. Schwartz and Robert A. Wiesen
To withhold authority to vote for any individual nominee(s), write name
or names here:
________________________________________________________________________
(2) in their discretion with respect to such other business as may properly
come before the meeting or any adjournment thereof.
PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND MAIL IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.
The shares represented by this proxy will be voted in accordance with the
instructions given, but if no instructions are given, the shares will be voted
FOR the election of directors as a group.
Either of the proxies of their substitutes who are present at the meeting
may exercise all powers conferred thereby.
Dated:____________________1996
______________________________
(Signature of Stockholder)
______________________________
NOTE: Please sign exactly as
your name appears on this proxy.
If shares are held jointly, each
joint owner should sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full title
as such. Proxies executed by a
corporation should be signed with
the full corporate name by a duly
authorized officer.
