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(Full title of the Plan)

 

LEONARD S. SCHWARTZ

ACETO CORPORATION

One Hollow Lane

Suite 201

Lake Success, NY 11042

(516) 627-6000

(Name, address and telephone number of agent of services)

 

WITH COPIES TO:

 

HANK GRACIN, ESQ.

LEHMAN & EILEN LLP

20283 State Road 7, Suite 300

Boca Raton, FL 33498

(561) 237-0804

(Name, address and telephone number)

 

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CALCULATION OF REGISTRATION FEE

 

TITLE OF SECURITIES BEING REGISTERED	AMOUNT TO BE REGISTERED (1)	PROPOSED MAXIMUM OFFERING PRICE PER SHARE (2)	PROPOSED AGGREGATE OFFERING PRICE	AMOUNT OF REGISTRATION FEE(3)
Common Stock, par value $0.01 per share under 2007 Long- Term Performance Incentive Plan	700,000	$6.88	$4,816,000	$190

 

(1) Represents shares issuable upon exercise of options or otherwise issuable under the 2007 Long-Term Performance Incentive Plan of the Registrant. Pursuant to Rule 416, the amount registered hereby covers an additional number of shares of the Registrant’s common stock that 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(c) and (h) under the Securities Act of 1933, on the basis of the average of the high and low prices of the Registrant's common stock as reported on the NASDAQ Global Select Market on March 3, 2008.

 

(3)  Calculated under Section 6(b) of the Securities Act of 1933 as .0000393 of the aggregate offering price.

 

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

 

The following documents are incorporated by reference in this registration statement:

 

(a) Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2007, 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 quarters ended September 30, 2007 and December 31, 2007.

 

(c) The description of Registrant's common stock contained in the Registrant's Registration Statement on Form S-1 (Registration No. 2-18989), as amended, filed with the Commission on June 17, 1962.

 

 

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ITEM 4. DESCRIPTION OF SECURITIES

 

 

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

 

 

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The Registrant’s  Certificate of Incorporation eliminates the personal liability of its directors to the fullest extent permitted by Section 402(b) of New York State's Business Corporation Law. The Registrant’s  By-Laws further provide that it will indemnify its officers and directors to the fullest extent permitted by law.

 

 

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

 

 

Exhibit No.	Description of Document
4.1	Registrant’s 2007 Long -Term Performance Incentive Plan
5.1	Opinion of counsel re: legality of securities being registered
15.1	Letter of BDO Seidman, LLP re: unaudited interim financial information
23.1	Consent of BDO Seidman, LLP
23.2	Consent of KPMG LLP
23.3	Consent of counsel (included as Exhibit 5.1)

 

 

ii. To reflect in the prospectus any facts or events arising after the effective date of this 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 this registration statement;

 

iii. To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement;

 

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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 that remain unsold at the termination of the offering.

 

i. 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.

 

ii. 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.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, 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 Nassau County, State of New York, on the 5th day of March 2008.

 

 

		ACETO CORPORATION
		By:	/s/ Leonard S. Schwartz
		Name:	Leonard S. Schwartz
		Title:	Chairman, Chief Executive Officer
		and President (Principal Executive Officer)

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.