AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON
NOVEMBER 21, 2003
REGISTRATION STATEMENT NO. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACETO CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
11-1720520
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(I.R.S. EMPLOYER IDENTIFICATION NO.)
ONE HOLLOW LANE
LAKE SUCCESS, NY 11042
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ACETO CORPORATION
2002 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
LEONARD S. SCHWARTZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ACETO CORPORATION
ONE HOLLOW LANE
LAKE SUCCESS, NY 11042
(516) 627-6000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
HANK GRACIN, ESQ.
LEHMAN & EILEN LLP
50 CHARLES LINDBERGH BLVD., SUITE 505
UNIONDALE, NEW YORK 11553
(516) 222-0888
CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
(1) PER SHARE(2) PRICE FEE(3)
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Common Stock, par value $.01,
under the 2002 Stock Option Plan 500,000 $17.70 $8,850,000 $814.20
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(1) Represents shares issuable upon exercise of options granted or available
for grant under the 2002 Stock Option Plan of Aceto Corporation, a New York
Corporation (the "Registrant"). Each option entitles the holder thereof to
purchase one share of the Registrant's common stock, par value $.01 per
share. Pursuant to Rule 416, the amount registered hereby includes an
indeterminable number of shares of the Registrant's common stock which may
become issuable pursuant to the anti-dilution provisions of the plan.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) and (c) under the Securities Act of 1933, as amended (the
"Act"), and represents the average of the high and low sales prices of the
Registrant's common stock as reported on the Nasdaq National Market on
November 17, 2003.
(3) The amount of registration fee is $92.00 per one million in accordance with
Section 6(b) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the United States
Securities and Exchange Commission are incorporated by reference in this
registration statement.
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 2003, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended.
(b) Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2003.
(c) The description of the Registrant's Common Stock contained in
its registration statement on Form S-1 (Registration No. 2-18989) filed with the
Commission on January 17, 1962, including amendments thereto.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after
the date of this registration statement and prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereunder have been sold, or which deregisters all securities
then remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Certificate of Incorporation eliminates the personal liability of
our directors to the fullest extent permitted by Section 402(b) of New York
State's Business Corporation Law. Our By-Laws further provide that we will
indemnify our officers and directors to the fullest extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description of Document
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4.1 2002 Stock Option Plan(1)
5.1 Opinion of Lehman & Eilen LLP(1)
15.1 Letter of KPMG LLP re: Unaudited Interim Financial
Information(1)
23.1 Consent of KPMG LLP(1)
23.4 Consent of Lehman & Eilen LLP (included in Exhibit 5.1
hereto).
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(1) Filed with this Registration Statement
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Lake Success, New York, on the 20th day of November, 2003.
ACETO CORPORATION
/s/ Leonard S. Schwartz
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LEONARD S. SCHWARTZ
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the date indicated.
Signature Date
/s/ Leonard S. Schwartz November 20, 2003
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Name: LEONARD S. SCHWARTZ
Title: Chairman,
Chief Executive Officer and President
(Principal Executive Officer)
/s/ Doug Roth November 20, 2003
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Name: DOUG ROTH
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Samuel I. Hendler November 20, 2003
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Name: SAMUEL I. HENDLER
Title: Director
/s/ Robert A. Wiesen November 20, 2003
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Name: ROBERT A. WIESEN
Title: Director
/s/ Stanley H. Fischer November 20, 2003
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Name: STANLEY H. FISCHER
Title: Director
/s/ Albert L/ Eilender November 20, 2003
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Name: ALBERT L. EILENDER
Title: Director
/s/ Ira S. Kallem November 20, 2003
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Name: IRA S. KALLEM
Title: Director
/s/ Hans C. Noetzli November 20, 2003
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Name: HANS C. NOETZLI
Title: Director
INDEX TO EXHIBITS
Exhibit
Number Description of Document
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4.1 2002 Stock Option Plan(1)
5.1 Opinion of Lehman & Eilen LLP(1)
15.1 Letter of KPMG LLP re: unaudited interim financial
information(1)
23.1 Consent of KPMG LLP (1)
23.4 Consent of Lehman & Eilen LLP (included in Exhibit 5.1
hereto).
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(1) Filed with this Registration Statement