SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
Aceto Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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EXPLANATORY NOTE
Aceto Corporation, a New York corporation (the "Company"), is filing the
materials contained in this Schedule 14A with the United States Securities and
Exchange Commission on November 14, 2002 in connection with the solicitation of
proxies for the Company's 2002 annual meeting of shareholders.
THE FOLLOWING LETTER WAS MAILED TO THE COMPANY'S
SHAREHOLDERS ON NOVEMBER 14, 2002
ACETO CORPORATION
One Hollow Lane
Lake Success, New York 11042
Tel: (516) 627-6000
Fax: (516) 627-6093
www.aceto.com
November 14, 2002
Dear Fellow Shareholder:
I am writing to you today regarding an issue of great importance to our
Company, Aceto Corporation.
As I am sure you are aware, the Company's Board of Directors is
soliciting your proxy in connection with the Company's annual meeting of
shareholders scheduled for December 5, 2002 in favor of the ratification of the
Company's 2002 Stock Option Plan (the "Plan"). We would like to provide you with
some additional information regarding the Plan so that you can make an informed
decision and cast your vote accordingly.
First, the Board believes that the Plan is a conventional stock option
plan that is in the best interests of the Company. The Plan's purposes are to
attract, retain and motivate the Company's employees, directors and consultants
through the grant of options to purchase the Company's common stock, restricted
shares of the Company's common stock and other stock-based awards.
In furtherance of these purposes, the Plan gives the Board the right to
grant options with vesting schedules based on the Company's publicly traded
share price exceeding predetermined levels for designated periods of time and/or
the passage of time. In other words, if the Plan is approved by the Company's
shareholders, the Board intends that future stock options will only become
exercisable when the Company's stock price achieves certain targets and/or a
certain period of time has passed.
The Board intends that future stock options will not vest at all until
the passage of twelve months from the date of grant, and that after twelve
months, such options will only vest if our Company's stock price reaches
predetermined levels for designated periods of time.
Second, it is important to note that the Plan expressly prohibits the
repricing of any options issued under the Plan without first obtaining
shareholder approval. You should be aware that the Company has never repriced
its options, and the Board has no intention of doing so in the future.
As you can see from my comments, the Board believes it is very
important that the Plan be approved for the well being of the Company, its
shareholders, employees and other stakeholders, and we respectively request an
affirmative vote ratifying the adoption of the Company's 2002 Stock Option Plan.
In order to do so, please vote "FOR" Proposal 2 on the proxy card earlier sent
to you.
As always, should you wish to discuss this issue with me personally,
please feel free to call me at the above number.
Thank you for your continued support.
Very truly yours,
/s/ Leonard S. Schwartz
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Leonard S. Schwartz
Chairman, President and
Chief Executive Officer
*****IMPORTANT*****
ACETO CORPORATION HAS FILED A DEFINITIVE PROXY STATEMENT WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION RELATING TO THE SOLICITATION OF PROXIES FROM
THE SHAREHOLDERS OF ACETO CORPORATION FOR USE AT THE ANNUAL MEETING OF
SHAREHOLDERS. ACETO CORPORATION STRONGLY ADVISES ALL ACETO CORPORATION
SHAREHOLDERS TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS
IMPORTANT INFORMATION. THE DEFINITIVE PROXY STATEMENT IS AVAILABLE AT NO CHARGE
ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE
PARTICIPANTS IN ACETO CORPORATION'S PROXY SOLICITATION IS CONTAINED IN THE
DEFINITIVE PROXY STATEMENT FILED ON OCTOBER 25, 2002.