SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 2018
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
|(Commission File Number)||
4 Tri Harbor Court, Port Washington, NY 11050
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 627-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 1, 2018, Albert Eilender, Executive Chairman of Aceto Corporation (the “Company”), notified the Company that he will step down from his role as Executive Chairman, effective June 30, 2018. Mr. Eilender will continue to serve as a director and remain employed by the Company as Chairman Emeritus until the Company holds its 2018 Annual Meeting in December 2018, at which time Mr. Eilender will retire. By virtue of his age, Mr. Eilender is ineligible to stand for re-election at the 2018 Annual Meeting. Under the Company’s governance guidelines, a director who has reached the age of 75 is ineligible to stand for re-election to the Board. Mr. Eilender has served as a director of the Company since 2000.
Item 7.01 Regulation FD
On June 1, 2018, the Company issued a press release announcing, among other corporate developments, the resignation of Mr. Eilender from his role as Executive Chairman of the Company and his impending retirement. As described in the press release, Vice Chairman Alan Levin was elected by the Company’s Board to serve as Non-Executive Chairman effective July 1, 2018. A copy of the press release is attached hereto as Exhibit 99.1.
Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
|99.1||Press Release, dated June 1, 2018|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: June 5, 2018||By:||/s/ William C. Kennally, III|
|William C. Kennally, III|
|President and CEO|
4 Tri Harbor Court
Port Washington, New York 11050
|“Sourcing and Supplying Quality Products Worldwide”||NEWS RELEASE|
FOR IMMEDIATE RELEASE
Alan Levin Elected Chairman of the Board of Directors
Albert Eilender to Remain as Chairman Emeritus until Retiring at 2018 Annual Meeting
PORT WASHINGTON, N.Y., June 1, 2018 -- ACETO Corporation (NASDAQ:ACET), an international company engaged in the development, marketing, sale and distribution of Human Health products, Pharmaceutical Ingredients and Performance Chemicals, today announced that the Board has elected Vice Chairman Alan Levin as Non-Executive Chairman of the Board effective July 1, 2018.
Albert Eilender has informed the Board of his intention to step down from his position as Executive Chairman on June 30, 2018, the conclusion of the Company’s current fiscal year. As a transition step, he will continue to serve as a director and remain employed by the Company as Chairman Emeritus until the Company holds its 2018 Annual Meeting in December 2018, at which point he will retire. Having reached the Company’s mandatory retirement age for directors, Mr. Eilender is not eligible to stand for re-election to the Board at the 2018 Annual Meeting.
“It has been an honor and a privilege to have spent the past 18 years of my career associated with ACETO and to have set the Company on its path toward becoming a Human Health business,” said Mr. Eilender. “During this time of continued generics industry headwinds, there is no person better suited to succeed me than Alan Levin. He not only possesses many years’ experience as a pharmaceutical company executive, complementing CEO Bill Kennally’s industry background, but he has been a thought leader to the Company’s directors and management team since joining the Board in 2013. I am thankful to all of our employees and partners who have helped create the ACETO of today, and I look forward to assisting the Board in ensuring a smooth leadership transition.”
Mr. Levin said, “The entire Board joins me in thanking Al Eilender for his leadership over the past 18 years. His deep understanding of both the chemicals and pharmaceuticals industries has been a key factor in charting the Company’s path toward becoming a Human Health business. The entire Board joins me in wishing Al the best in his retirement this December after the Annual Meeting. I very much look forward to leading the Board and working with Bill Kennally and the senior management team in guiding the Company’s strategic decisions to maximize shareholder value.”
Mr. Eilender has served in various executive capacities since joining the ACETO Board in 2000. He served as Lead Independent Director from 2005 to 2009 and as Chief Executive Officer of the Company from September 2010 to January 2013, and has served as Executive Chairman of the Board since 2015.
Mr. Levin first joined the ACETO Board in December 2013 and became Lead Independent Director in July 2016. Prior to joining the ACETO Board, Mr. Levin had held various financial positions during a twenty-year tenure with Pfizer, including Chief Financial Officer (2005 and 2007), and served as Chief Financial Officer at Endo Health Solutions between 2009 and 2013.
ACETO Corporation, incorporated in 1947, is focused on the global marketing, sale and distribution of Human Health products (finished dosage form generics and nutraceutical products), Pharmaceutical Ingredients (pharmaceutical intermediates and active pharmaceutical ingredients) and Performance Chemicals (specialty chemicals and agricultural protection products). With business operations in nine countries, ACETO distributes over 1,100 chemical compounds used principally as finished products or raw materials in the pharmaceutical, nutraceutical, agricultural, coatings and industrial chemical industries. ACETO's global operations, including a staff of 25 in China and 12 in India, are distinctive in the industry and enable its worldwide sourcing and regulatory capabilities.
This news release contains forward-looking statements as that term is defined in the federal securities laws. The events described in ACETO’s forward-looking statements may not occur. Generally, ACETO’s forward-looking statements relate to our business plans or strategies, projected or anticipated benefits or other consequences of ACETO’s plans or strategies, financing plans, projected or anticipated benefits from acquisitions that ACETO may make, or a projection involving anticipated revenues, earnings or other aspects of ACETO’s operating results or financial position, and the outcome of any contingencies. Any such forward-looking statements are based on current expectations, estimates and projections of management. ACETO intends for these forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements. Words such as "may," "will," "expect," "believe," "anticipate," "project," "plan," "intend," "estimate," and "continue," and their opposites and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those set forth or implied by any forward-looking statement include, but are not limited to, risks and uncertainties discussed in ACETO’s reports filed with the Securities and Exchange Commission (“SEC”), including, but not limited to, ACETO’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and other SEC filings. Copies of these filings are available at www.sec.gov.
ACETO’s actual results, performance and achievements could differ materially from those expressed or implied in ACETO’s forward-looking statements. ACETO undertakes no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
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