ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 2, 1999
The Annual Meeting of Stockholders of Aceto Corporation, a New York
corporation, (the Company), will be held at the Long Island Marriott, 101
James Doolittle Boulevard, Uniondale, New York 11553, at 10:00 A.M. New York
City time, on Thursday, December 2, 1999 for the following purposes:
1. To elect eight 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 10, 1999 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 20, 1999
<PAGE>
ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042-1215
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
December 2, 1999
Approximate Mailing Date of Proxy Statement and Form of Proxy: October 20,
1999
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 2, 1999
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 10, 1999 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 6,174,843 1.0000 6,174,843
Preferred stock
Third series 100,000 3.1000* 309,996
Fourth series 40,000 2.8662* 114,648
Fifth series 40,000 2.6500* 105,998
Sixth series 40,000 2.4500* 98,000
Seventh series 40,000 2.2651* 90,605
Eighth series 40,000 2.1780* 87,120
Total preferred
stock 300,000 806,367
Total all classes 6,474,843 6,981,210
*Adjusted for stock dividends and stock split.
All of the outstanding preferred stock is held by the Aceto Corporation Profit
Sharing Plan.
<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of September 10, 1999 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
Leonard S. Schwartz 121,320(1)(2) 1.9% 300,000(4) 100%
One Hollow Lane
Lake Success, NY 11042
Donald Horowitz 21,280(1)(3) 0.3% 300,000(4) 100%
One Hollow Lane
Lake Success, NY 11042
Samuel I. Hendler 5,522(1) 0.1% 300,000(4) 100%
1983 Marcus Avenue
Lake Success, NY 11042
Aceto Corporation
Profit Sharing Plan 139,314(4) 2.2% 300,000(4) 100%
One Hollow Lane
Lake Success, NY 11042
T. Rowe Price
Associates, Inc. 657,850(5) 10.7%
100 East Pratt Street
Baltimore, MD 21202
Private Capital
Management 396,010(6) 6.4%
3003 Tamiami Trail
North Naples, FL 34103
Mark E. Brady 421,836(7) 6.8%
Robert J. Suttman
Ronald Eubel
Bernie Holtgrieve
Eubel Brady & Suttman
Asset Management, Inc.
7777 Washington
Village Drive
Dayton, Ohio 45459
Dimensional Fund
Advisors Inc. 371,908(8) 6.0%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
<PAGE>
(1) Messrs. 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 104,034 shares of currently exercisable stock options.
(3) Includes 18,000 shares of currently exercisable stock options.
(4) All the preferred stock is owned by the Company's Profit Sharing
Retirement Plan. The Trustees of the Plan are Leonard S. Schwartz,
Donald Horowitz and Samuel I. Hendler. The Trustees are considered by
the SEC to be beneficial owners of the preferred stock because they have
investment and voting power. The preferred stock is convertible into
common shares at various conversion rates decided by the Board when the
shares were issued. As of September 10, 1999, the 300,000 shares of
preferred stock were convertible into 139,314 shares of common stock and,
if converted, would comprise 2.2% of the outstanding shares of common
stock.
(5) The securities are owned by various individual and institutional
investors [including T. Rowe Price Small Cap Value Fund, Inc.
(which owns 580,000 shares, representing 9.4% 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) As of October 6, 1999.
(7) Eubel Brady & Suttman Asset Management, Inc. (EBS) is an
investment advisor registered under Section 203 of the Investment
Advisors Act of 1940. Mark E. Brady, Robert J. Suttman and Ronald
A. Eubel, all affiliates of EBS, and EBS each beneficially own
421,836 shares (6.8%), with shared voting and dispositive power.
Bernie Holtgrieve, who is also affiliated with EBS, beneficially
owns 405,982 shares (6.6%) with shared voting and dispositive
power.
(8) Dimensional Fund Advisors, Inc. (Dimensional), an investment
advisor registered under Section 203 of the Investment Advisors
Act of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and
serves as investment manager to certain other investment vehicles,
including commingled group trusts. (These investment companies and
investment vehicles are the "Portfolios"). In its role as investment
advisor and investment manager, Dimensional possesses both voting and
investment power over the securities of the Issuer described in this
schedule that are owned by the Portfolios. All securities reported in
this schedule are owned by the Portfolios, and Dimensional disclaims
beneficial ownership of such securities.
PROPOSAL 1: ELECTION OF DIRECTORS
At the meeting eight 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:
LEONARD S. SCHWARTZ, Age 53, PRESIDENT , CHAIRMAN OF THE BOARD and CHIEF
EXECUTIVE OFFICER. Mr. Schwartz has served as Chairman and Chief Executive
Officer since July 1, 1997, and President since July 1, 1996. He joined the
Company in 1969, and became Senior Vice President in charge of its industrial
chemicals department in 1991. Mr. Schwartz is also Chairman of the Executive
and Audit Committees. He has been a director of the Company since 1991.
DONALD HOROWITZ, Age 52, SECRETARY, TREASURER and CHIEF FINANCIAL OFFICER of
the Company. Mr. Horowitz has been employed by the Company since 1971 and was,
in January 1990, elected Secretary and Treasurer and Chief Financial Officer.
He has been a director since 1991.
SAMUEL I. HENDLER, Age 77, ATTORNEY. Mr. Hendler, who has been engaged in the
private practice of law in New York since 1949, has acted as counsel to the
Company for more than 45 years and is Secretary, a director and counsel to
Pneumercator Company, Inc., a Farmingdale, New York Corporation. Mr. Hendler
is a member of the Executive Committee. He has been a director since 1990.
ANTHONY BALDI, Age 60, PRESIDENT of Aceto Agricultural Chemicals Corp., a
wholly owned subsidiary of the Company. Mr. Baldi has been employed by the
Company since 1957. 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. He has been a
director since 1991.
THOMAS BRUNNER, Age 60, SENIOR VICE PRESIDENT of the Company. Mr. Brunner has
been employed by the Company since 1967. Mr. Brunner is Senior Vice President
in charge of the Company's international sales. He has been a director since
1991.
RICHARD AMITRANO, Age 51, SENIOR VICE PRESIDENT of the Company.
Mr. Amitrano joined the Company in 1972 and is in charge of its organic
intermediates and colorants department. He has been a director since 1997.
STEPHEN M. GOLDSTEIN, Age 60, RETIRED, FORMER SENIOR VICE PRESIDENT, Chase
Manhattan Bank. Mr. Goldstein retired in 1997 from his position as a Senior
Vice President and Regional Manager in the Middle Market Division of Chase
Manhattan Bank. He was responsible for the bank's middle market business in
Queens, New York and had been employed by Chase Manhattan Bank since 1963. Mr.
Goldstein is a member of the Executive and Audit Committees. He has been a
director since 1993.
ROBERT A. WIESEN, Age 48, ATTORNEY, Partner in Clifton Budd & DeMaria. Mr.
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.
Mr. Wiesen is a member of the Executive and Audit Committees. He has been a
director since 1994.
Stock Ownership of Executive Officers and Directors
As of September 10, 1999
Common Stock Currently Total
Beneficially Exercisable Beneficial Percent
Name Owned Stock Options Ownership Ownership
Leonard S. Schwartz(1) 17,286 104,034 121,320 1.9
Donald Horowitz(1) 3,280 18,000 21,280 0.3
Samuel I. Hendler(1) 5,522 - 5,522 0.1
Anthony Baldi 38,273 6,000 44,273 0.7
Thomas Brunner 2,741 30,534 33,275 0.5
Richard Amitrano 2,314 18,000 20,314 0.2
Stephen M. Goldstein 165 - 165 -
Robert A. Wiesen 301 - 301 -
All directors, officers
and nominees as a group 70,180 176,568 246,748 3.6%
- - -eight persons
(1) Messrs. Hendler, Horowitz and Schwartz also are Trustees of the Company's
Profit Sharing Retirement Plan. The Plan owns 300,000 shares of preferred
stock. Messrs. Hendler, Horowitz and Schwartz disclaim ownership of such
shares.
All the nominees for Director have, or share with their respective spouses,
voting power and investment power with respect to the shares owned by each of
them.
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, 1999 were Messrs. Leonard S.
Schwartz (Chairman), Stephen M. Goldstein, and Robert A. Wiesen. The Audit
Committee held two meetings during the past fiscal year. A majority of
the members were present at each meeting.
The Board of Directors does not have a nominating committee. The Executive
Committee of the Board of Directors, whose members are Messrs. Leonard S.
Schwartz (Chairman), Stephen M. Goldstein, Samuel I. Hendler and Robert A.
Wiesen, functions as the Executive Compensation Committee.
During the fiscal year ended June 30, 1999 there were 4 meetings of the Board
of Directors. All directors attended at least 75% of the meetings.
A plurality of votes actually cast at the meeting is required to elect a
director.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" ALL EIGHT NOMINEES FOR DIRECTOR.
<PAGE>
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.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NAME AND YEAR SALARY BONUS OTHER RESTRICTED OPTIONS/ LTIP ALL OTHER
PRINCIPAL POSITION ANNUAL STOCK SARS PAYOUTS COMPENSATION(2)
COMPEN- AWARDS
SATION
Leonard S. Schwartz 1999 314,711 432,000 1,264 108,000 - - 58,223
President, Chairman 1998 298,558 500,000 4,053 100,000 60,000{(1)} - 60,415
and Chief Executive 1997 224,231 300,000 5,345 - 202,500{(1)} - 40,399
Officer
Donald Horowitz 1999 209,808 116,312 1,897 8,688 15,000 - 32,228
Secretary/Treasurer 1998 199,731 115,000 2,334 - - - 31,348
and Chief Financial 1997 192,911 112,897 2,147 - - - 28,955
Officer
Richard Amitrano 1999 198,624 111,822 1,633 1,566 15,000 - 31,001
Senior Vice President 1998 189,579 93,210 1,273 28,000 - - 31,890
1997 171,074 104,186 1,656 - - - 27,482
Anthony Baldi 1999 200,000 185,500 2,349 4,500 2,000 - 34,988
President, Aceto 1998 200,330 144,000 2,634 36,000 - - 34,504
Agricultural Chemicals 1997 216,962 149,387 3,699 - - - 32,535
Thomas Brunner 1999 200,000 50,000 2,718 - 2000 - 24,675
Senior Vice President 1998 200,083 147,894 2,702 36,974 - - 34,735
1997 204,084 182,789 2,511 - - - 33,635
</TABLE>
(1) Adjusted for the 3 for 2 stock split paid in April 1998.
(2) Represents contributions to the Company's qualified and non-qualified
retirement plans.
<PAGE>
Option Grants In Last Fiscal Year
The following table contains information regarding the grant of stock options
in the fiscal year ended June 30, 1999 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
for Option Term
Individual Grants
Number of
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)
Richard
Amitrano 15,000 7.3% $12.50 12/10/08 $117,918 $298,827
Anthony
Baldi 2,000 1.0% 12.50 12/10/08 15,722 39,844
Thomas
Brunner 2,000 1.0% 12.50 12/10/08 15,722 39,844
Donald
Horowitz 15,000 7.3% 12.50 12/10/08 $117,918 298,827
Leonard
Schwartz None
(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.
<PAGE>
Stock Option Exercises in Fiscal 1999 and Value at June 30, 1999
The following table summarizes information with respect to options exercised
during fiscal year ended June 30, 1999 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 1999.
Value of
No. of Unexercised
Unexercised In-the-money
Options at Options at
Shares June 30, 1999 June 30, 1999(1)
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
Richard Amitrano - $ - 18,000/ $ 66,960/
19,500 16,740
Anthony Baldi 6,000 20,070 6,000/ 22,320/
8,000 22,320
Thomas Brunner 6,534 51,675 30,534/ 134,421/
8,000 22,320
Donald Horowitz 4,356 32,272 18,000/ 66,960/
19,500 16,740
Leonard S. Schwartz - - 104,034/ 325,491/
202,500 515,400
(a) Value of unexercised in-the-money options is based on the common
stock closing price on June 30, 1999 of $11.50.
On June 9, 1992, the Company's Board of Directors adopted resolutions amending
the Company's 1980 Stock Option Plan (the Option 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 Option 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 Option Plan was submitted for approval of the stockholders of the
Company disclosed that such director will not participate in the Option Plan.
On December 10, 1998, a committee consisting of Samuel I. Hendler (Chairman),
Stephen M. Goldstein and Robert A. Wiesen was appointed by the Board of
Directors to administer the Option Plan. All of said directors were
disinterested persons as defined by the Option Plan.
The Company's 1998 Omnibus Equity Award Plan is administered by the Executive
Committee of the Company's Board of Directors.
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
The Executive Committee of the Board of Directors, whose members are Leonard S.
Schwartz (Chairman), Stephen M. Goldstein, Samuel I. Hendler and Robert A.
Wiesen, 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 stockholders, 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 (awards under
the Company's Omnibus Equity Award Plan).
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 Chief Executive Officer (CEO) also is the President and Chief Operating
Officer (COO) of the Company. The bonuses paid to the CEO and to the
Secretary/Treasurer, who is the Chief Financial Officer (CFO), reflect the
Company's overall performance (excluding extraordinary events).
The three highest paid executives, other than the CEO and CFO, 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 this data, also
taking into account the long term contributions of each individual.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
The CEO's compensation was determined on the basis of the same factors utilized
to compensate other executives, taking into account total compensation
comparisons of top executives of corporations considered to be in the Company's
peer group.
The Executive Compensation Committee
Leonard S. Schwartz, Chairman
Stephen M. Goldstein
Samuel I. Hendler
Robert A. Wiesen
DIRECTOR COMPENSATION
Each non-employee director receives $10,000 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.
Each of the non-employee directors, Messrs. Hendler, Wiesen and Goldstein,
received stock options under the 1998 Aceto Corporation Omnibus Equity Award
Plan. Each stock option was for 1,000 shares at a strike price of $12.50 and
expires ten years from the date of grant. At June 30, 1999, the closing price
of Aceto Corporation common stock was $11.50. The options were not in-the-
money.
EMPLOYMENT AGREEMENTS
There are no employment contracts with any director, nominee for election as
director, or officer; however, Messrs. Amitrano, Baldi, Brunner and Schwartz
have signed patent and trade secret agreements.
STOCK PERFORMANCE GRAPH
Shown below is a line graph comparing the yearly percentage change in the
cumulative total stockholder 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, 1994 and ending June 30,
1999.
Comparison of Five Year Cumulative Return* Among Aceto Corporation, The S & P
500 Index and the Dow Jones Chemicals Index.
* $100 invested on 06/30/94 in stock or index including reinvestment of
dividends. Fiscal year ending June 30.
Cumulative Total Return
6/94 6/95 6/96 6/97 6/98 6/99
Aceto Corp. 100 99 119 114 193 139
S & P 500 100 126 159 214 279 342
DJ Chemicals 100 123 147 197 225 237
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.
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 (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% stockholders 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
The Board has again appointed the firm of KPMG LLP as independent auditors for
the fiscal year ending June 30, 2000. A representative of KPMG LLP will be
present at the Annual Meeting of Stockholders to respond to appropriate
questions from stockholders and will have the opportunity to make a statement,
if he so desires.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder intends to present at the 2000 Annual Meeting
of Stockholders must be duly received by the Company on or before June 2, 2000.
OTHER MATTERS
The Company's Annual Report to Stockholders for the year ended June 30, 1999 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, 1999 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 10, 1999 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 20, 1999
Addendum
STATEMENT PURSUANT 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: St. Paul Insurance Co.
Date of Contract: September 1, 1999
Expiration Date: July 1, 2001
Cost of Insurance: $60,238 ($32,857 per annum)
Corporate Positions Insured: Directors and Officers
<PAGE>
The undersigned hereby appoints Leonard S. Schwartz and Donald Horowitz, with
the full power of substitution, proxies to vote at the annual meeting of
stockholders of Aceto Corporation to be held on Thursday, December 2, 1999 at
the Long Island Marriott, 101 James Doolittle Boulevard, Uniondale, New York,
and at any adjournments of the meeting, according to the number of votes the
undersigned might cast with all powers the undersigned would possess if
personally present, as follows:
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 elction of directors as a group.
Either of the proxies or their substitutes who are present at the meeting may
exercise all powers conferred thereby.
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.
ACETO CORPORATION
P.O. Box 11199
New York, NY 10203-0199
(1) Election of Directors
FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] EXCEPTIONS [ ]
listed below for all nominees listed below
Nominees: Richard Amitrano, Anthony Baldi, Thomas Brunner, Stephen M.
Goldstein, Samuel I. Hendler, Donald Horowitz, Leonard S. Schwartz and Robert
A. Wiesen
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions__________________________________________________________
(2) In their discretion with respect to such other business as may properly
come before the meeting or any adjournment thereof.
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.
Dated: __________________________, 1999
________________________________
(Signature of Stockholder)
