-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/a8jaIpV+UH93/4BXMIwQhwcnj/9Gp33fXhmujyatUrGXMv7RIIIDCiZacL/FBv nSmt/6xdMWfSo0Mqy7h3/A== 0000002034-95-000006.txt : 19951023 0000002034-95-000006.hdr.sgml : 19951023 ACCESSION NUMBER: 0000002034-95-000006 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951207 FILED AS OF DATE: 19951020 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACETO CORP CENTRAL INDEX KEY: 0000002034 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 111720520 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04217 FILM NUMBER: 95582894 BUSINESS ADDRESS: STREET 1: ONE HOLLOW LANE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: 5166276000 MAIL ADDRESS: STREET 1: ONE HOLLOW LANE CITY: LAKE SUCCESS STATE: NY ZIP: 11042 FORMER COMPANY: FORMER CONFORMED NAME: ACETO CHEMICAL CO INC DATE OF NAME CHANGE: 19851203 DEF 14A 1 ACETO CORPORATION One Hollow Lane Lake Success, New York 11042-1215 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS December 7, 1995 The Annual Meeting of Stockholders of Aceto Corporation, a New York corporation, ("the Company"), will be held at the LaGuardia Marriott Hotel, 102-05 Ditmars Boulevard, Elmhurst, New York, at 10:00 A.M. New York City time, on Thursday, December 7, 1995 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 22, 1995 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, 1995 ACETO CORPORATION One Hollow Lane Lake Success, New York 11042-1215 PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS December 7, 1995 Approximate Mailing Date of Proxy Statement and Form of Proxy: October 20, 1995 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 7, 1995 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 22, 1995 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 Second series preferred stock 28,316 3.0482* 86,313 Third series preferred stock 100,000 1.8788* 187,880 Fourth series preferred stock 40,000 1.7371* 69,484 Fifth series preferred stock 40,000 1.6060* 64,240 Sixth series preferred stock 40,000 1.4849* 59,396 Seventh series preferred stock 40,000 1.3728* 54,912 Eighth series preferred stock 40,000 1.3200* 52,800 Total preferred stock 328,316 575,025 Common stock 4,810,803 1.0000 4,810,803 Total All Classes 5,139,119 5,385,828 *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 22, 1995 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 Frankel 312,569(1) 6.5% 328,316(3) 100% One Hollow Lane Lake Success, NY 11042 Robert E. Parsont 31,609(1)(2) 0.7% 328,316(3) 100% One Hollow Lane Lake Success, NY 11042 Samuel I. Hendler 3,349(1) 0.1% 328,316(3) 100% 319 Willis Avenue Mineola, NY 11501 Aceto Corporation Profit Sharing Plan 94,707(3) 1.9% 328,316(3) 100% One Hollow Lane Lake Success, NY 11042 Lazard Freres & Co. 267,128(4) 5.6% One Rockefeller Plaza New York, NY 10020 T. Rowe Price Associates, Inc. 351,500(5) 7.3% 100 East Pratt Street Baltimore, MD 21202 (l) Messrs. Frankel, Parsont 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 10,560 shares of currently exercisable stock options. (3) 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 575,025 votes at this Annual Meeting of Stockholders. The Trustees of the Plan are Arnold Frankel, Robert E. Parsont 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 22, 1995, the 328,316 shares of preferred stock owned by the Plan were convertible into 94,707 shares of common stock, and, if so converted on that date, the said shares of common stock would comprise 1.9% of the class. (4) Lazard Freres has investment power and voting power for the shares beneficially owned by it. This information is as of September 13, 1995. (5) T. Rowe Price Associates has sole dispositive power for the entire holding of 351,500 shares and sole voting power for 19,000 shares. These securities are owned by various individual and institutional investors, including the T. Rowe Price Small Cap Value Fund (which owns 300,000 shares, representing 6.2% of the shares outstanding), to which T. Rowe Price Associates, Inc. ("Price Associate"s) 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 to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. This information is as of September 15, 1995. 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 22, 1995 Director Present of the Amount & Nature Principal Company of Beneficial Name Occupation Age Since Ownership % of Class Arnold Frankel Chairman of the Board, 73 1947 312,569 (1) 6.5% Chief Executive Officer of the Company, Chairman of the Executive Committee which functions as the Executive Compensation Committee, and Chairman of the Audit Committee Robert E. Parsont President, 59 1968 31,609(1)(2) 0.7% Chief Operating Officer of the Company, and Member of the Executive Committee which functions as the Executive Compensation Committee Samuel I. Hendler Attorney 73 1990 3,349(1) 0.1% and Member of the Executive Committee which functions as the Executive Compensation Committee Anthony Baldi President of 56 1991 13,730(3) 0.3% Aceto Agricultural Chemicals Corp., a wholly owned subsidiary of the Company Thomas Brunner Senior Vice 56 1991 11,882(4) 0.2% President of the Company Donald Horowitz Secretary, 48 1991 11,074(2) 0.2% Treasurer, and Chief Financial Officer of the Company Leonard Schwartz Senior Vice 49 1991 4,362(5) 0.1% President of the Company Stephen M. Goldstein Senior 56 1993 100 Vice President Chemical Bank, and Member of Audit Committee Robert A. Wiesen Attorney, 44 1994 Partner in Clifton Budd & DeMaria, and Member of Audit Committee All directors, officers and nominees as a group - 388,675 (1)(2) 8.0% nine persons (3)(4)(5) (l) Messrs. Frankel, Parsont and Hendler also are Trustees for the Company's Profit Sharing Retirement Plan. The Plan owns 328,316 shares of preferred stock. Messrs. Frankel, Parsont and Hendler disclaim ownership of such shares. (2) Includes 10,560 shares of currently exercisable stock options. (3) Includes 13,200 shares of currently exercisable stock options. (4) Includes 11,880 shares of currently exercisable stock options. (5) Includes 3,960 shares of currently exercisable stock options. Anthony Baldi, Thomas Brunner, Arnold Frankel, Stephen M. Goldstein, Samuel I. Hendler, Donald Horowitz, Robert E. Parsont and Leonard Schwartz have, or share with their respective spouses, voting power and investment power with respect to the shares owned by each of them. Messrs. Arnold Frankel and Robert E. Parsont have been employed by the Company since 1947 and 1961, respectively. Mr. 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. Parsont was Executive Vice President of the Company until January 1990 when he became President and Chief Operating 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 a director of WR Capital Group, Inc., a Roslyn Heights, New York corporation, a director of Pneumercator Company, Inc., a Farmingdale, New York corporation, and was, until January 1, 1992, Secretary of Chyron Corporation, a Melville, New York corporation, which, on September 17, 1990, filed a petition for protection under Chapter 11 of the Bankruptcy Code. Mr. Horowitz has been employed by the Company since 1971 and was, in January 1990, elected Secretary and Treasurer and Chief Financial Officer. Messrs. Anthony Baldi, Thomas Brunner and Leonard Schwartz have been employed by the Company since 1957, 1967 and 1969, 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 division. Messrs. Brunner and Schwartz are Senior Vice Presidents of the Company's intermediates chemical division and the Company's industrial chemicals division, respectively. Mr. Stephen M. Goldstein is a Senior Vice President and regional manager in Chemical Bank's Middle Market Division. He is responsible for the bank's commercial business in Queens, New York. He has been employed by Chemical 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, 1995 were Messrs. Arnold 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 Frankel, Robert E. Parsont and Samuel I. Hendler, functions as the Executive Compensation Committee. During the fiscal year ended June 30, 1995 there were 4 meetings of the Board of Directors. All directors attended all meetings. EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth certain information regarding compensation paid or accrued during each of the Company 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 Rest- Annual ricted Name and Compen- Stock Options/ LTIP All Other Principal sation Awards SARS Pay- Compen- Position Year Salary Bonus outs sation(1) Arnold Frankel 1995 $325,743 $325,000 $3,716 - - - $46,724 Chairman and 1994 307,251 298,000 5,234 - - - 44,450 Chief Exec- 1993 287,396 285,000 2,741 - - - 42,807 utive Officer Robert Parsont 1995 325,743 385,000 8,997 - - - 49,724 President and 1994 307,251 335,000 7,596 - - - 46,300 Chief Oper- 1993 287,396 320,000 7,017 - - - 44,557 ating Officer Anthony Baldi 1995 193,042 235,000 2,213 - - - 35,329 President, 1994 181,353 216,452 5,109 - - - 33,755 Aceto 1993 169,019 246,553 5,911 - - - 34,388 Agricultural Chemicals Corp. Thomas Brunner 1995 181,634 218,740 2,512 - - - 34,206 Senior Vice 1994 171,299 171,020 2,312 - - - 31,241 President 1993 159,000 156,411 2,239 - - - 30,020 Leonard Schwartz 1995 169,384 203,670 6,915 - - - 33,157 Senior Vice 1994 159,796 170,000 7,232 - - - 30,677 President 1993 149,518 151,458 6,645 - - - 29,317 (1) Represents contributions to the Company's qualified and non-qualified retirement plans. Stock Option Exercises in Fiscal 1995 and Value at June 30, 1995 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 1995. Neither the Chief Executive Officer nor the named executive officers received stock option grants in fiscal year 1995. The Chief Executive Officer, Arnold Frankel, does not participate in the Company's stock option plan. Value of No. of Unexercised Unexercised In-the-money Shares Options at Options at Acquired June 30, 1995 June 30, 1995(1) on Value Exercisable/ Exercisable/ Name Exercise Realized Unexercisable Unexercisable Arnold Frankel - - - - Robert Parsont 21,120 $258,240 10,560/ $131,760/ 0 0 Anthony Baldi - - 13,200/ 94,700/ 0 0 Thomas Brunner - - 11,880/ 85,230/ 0 0 Leonard Schwartz 3,960 25,440 3,960/ 28,410/ 0 0 (l) Value of unexercised in-the-money options is based on the closing common stock price on June 30, 1995 of $14.75 as reported by NASDAQ. 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 1, 1994, a committee consisting of Arnold Frankel, Stephen M. Goldstein and Samuel I. Hendler (Mr. Arnold 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 Frankel, Robert E. Parsont and Samuel I. Hendler, 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). Another consideration is the increase in corporate stature and shareholder value developed over the years under their stewardship. 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 centers 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. The CEO, a founder of the Company, does not participate in the Company's Stock Option Plan. The Executive Compensation Committee Arnold Frankel, Chairman Robert E. Parsont Samuel I. Hendler Director Compensation Each non-employee director receives $7,500 per year for serving on the Board of Directors. 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, Parsont 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 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, 1990 and ending June 30, 1995. STOCK PERFORMANCE GRAPH Comparison of Five Year Cumulative Total Return among Aceto Corporation, the S & P 500 Index and DJ Chemicals Index ($100 invested on 6/30/90 in stock or index including reinvestment of dividends). Fiscal year ending June 30: 1990 1991 1992 1993 1994 1995 Aceto Corp. 100 95 144 150 169 167 S & P 500 Index 100 107 122 138 140 177 DJ Chemicals Index 100 118 136 141 167 205 CERTAIN TRANSACTIONS By resolution of the Board, adopted on April 12, 1993, the Company was authorized to purchase, during a three-year period beginning May 24, 1993, on the open market or in private transactions, up to 1,000,000 shares of its common stock, in addition to purchases previously authorized by the Board, at prices not to exceed the market value thereof at the time of such purchase. On March 16, 1995, the Company purchased from Robert E. Parsont, President and Chief Operating Officer of the Company, 10,560 shares of its common stock at $15 per share, aggregating $158,400. At the date of such purchase the price of such common stock in the over-the-counter market was $15 per share. The shares sold by Mr. Parsont to the Company were acquired by him upon exercise of stock options, at an exercise price of $2.27 per share. Mr. Parsont's aggregate realized profit resulting from this transaction was $134,400. On May 12, 1995, the Company purchased from Donald Horowitz, Secretary/Treasurer and Chief Financial Officer of the Company, 2,640 shares of its common stock at $15 per share, aggregating $39,600. At the date of such purchase the price of such common stock in the over-the-counter market was $15 per share. The shares sold by Mr. Horowitz to the Company were acquired by him upon exercise of stock options, at an exercise price of $7.58 per share. Mr. Horowitz' aggregate realized profit resulting from this transaction was $19,600. 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 to 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 (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 COMPANYS INDEPENDENT PUBLIC ACCOUNTANTS KPMG Peat Marwick LLP was the Company's principal accountant for the Company's most recent fiscal year ended June 30, 1995. 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 1996 Annual Meeting of Stockholders must be duly received by the Company on or before June 14, 1996. OTHER MATTERS The Company's Annual Report to Stockholders for the year ended June 30, 1995 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 judgement. 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, 1995 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 22, 1995 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, 1995 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: National Union Fire Insurance Co. of Pittsburgh, PA Date of Contract: March 10, 1995 Expiration Date: March 10, 1996 Cost of Insurance: $57,500 Corporate Positions Insured: Directors and Officers ACETO CORPORATION One Hollow Lane Lake Success, New York 11042-1215 PROXY CARD ACETO CORPORATION Proxy Solicited on Behalf of the Board of Directors The undersigned hereby appoints Arnold 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 7, 1995 at the LaGuardia Marriott Hotel, 102-05 Ditmars Boulevard, Elmhurst, 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: (1) Election of Directors [ ] FOR nominees listed [ ] WITHHOLD authority to below (except as vote for ALL nominees marked to the contrary listed below below) Arnold Frankel, Robert E. Parsont, Samuel I. Hendler, Anthony Baldi, Thomas Brunner, Donald Horowitz, Leonard Schwartz, Stephen M. Goldstein, Robert A. Wiesen To withhold authority to vote for any individual nominee(s), write name of 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 or their substitutes who are present at the meeting may exercise all powers conferred thereby. Dated:________________________1995 __________________________________ 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 an 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. -----END PRIVACY-ENHANCED MESSAGE-----