Aceto Corporation (NASDAQ:ACET) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 of the Original Filing. The Original Filing reported that William C. Kennally, III, is eligible to receive approximately $768,000 in severance payments upon his termination as Chief Executive Officer. However, Mr. Kennally is eligible to receive approximately $1,180,401 in severance payments upon his termination. This Amendment amends and restates the Original Filing in its entirety.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on February 21, 2019, Aceto Corporation, a New York Corporation (the “Company”), received a notification from the Nasdaq Stock Market (“Nasdaq”) informing the Company that, as a result of the Company and certain of its U.S. subsidiaries’ Chapter 11 Bankruptcy filing, and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined to delist the Company’s common stock from Nasdaq. The suspension of trading became effective at the open of business on April 3, 2019.
On May 29, 2019, the Company was notified by Nasdaq that Nasdaq plans to file a Form 25 with the SEC to effect the formal delisting of the Company’s common stock from Nasdaq and will issue a press release to that effect on May 31, 2019. The delisting of the Company’s common stock will become effective ten days after the Form 25 is filed with the Securities and Exchange Commission. The filing of the Form 25 by Nasdaq will formally complete the delisting process.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As a result of the Company’s disposition of its operating assets in April, 2019, the Company no longer requires the services of William C. Kennally, III, the Company’s President and Chief Executive Officer. Accordingly, Mr. Kennally’s employment with the Company was terminated on May 31, 2019, effective immediately. Mr. Kennally will continue to serve as a director on the Company’s board of directors. Mr. Kennally’s termination constitutes a termination without cause and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
to the Change in Control Agreement entered into between the Company and Mr. Kennally on October 2, 2017, as amended on April 29, 2019 (the “Change in Control Amendment”), upon his termination without cause, Mr. Kennally became eligible to receive approximately $1,180,401 in severance benefits. As described in the Change in Control Amendment, the amount of severance benefits Mr. Kennally is eligible to receive has been reduced to the extent necessary to prevent any amount payable to Mr. Kennally becoming non-deductible to the Company under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or subjecting Mr. Kennally to an excise tax under Section 4999 of the Code. The amount of the reduction is approximately $768,000. Receipt of any severance amounts under the Change in Control Agreement is conditioned upon Mr. Kennally’s execution of a general release of claims of the Company.
The above summary of the Change in Control Agreement is qualified in its entirety by reference to such agreement, which is filed as Exhibit 10.2 to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on October 17, 2017 and incorporated herein by reference. The above summary of the Change in Control Amendment is qualified in its entirety by reference to such agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| *10.1 | Amendment to Change in Control Agreement between Aceto Corporation and William C. Kennally, dated as of April 29, 2019. |
| * | Previously filed. |
About Aceto Corporation (NASDAQ:ACET)
Aceto Corporation (Aceto) is engaged in the marketing, sales and distribution of finished dosage form generic pharmaceuticals, nutraceutical products, pharmaceutical active ingredients and intermediates, specialty performance chemicals inclusive of agricultural intermediates and agricultural protection products. The Company’s business is organized along product lines into three segments: Human Health, Pharmaceutical Ingredients and Performance Chemicals. As of June 30, 2016, it distributed over 1,100 chemical compounds used primarily as finished products or raw materials in the agricultural, coatings and industrial chemical industries. The Human Health segment includes finished dosage form generic drugs and nutraceutical products. As of June 30, 2016, the Pharmaceutical Ingredients segment had two product groups: Active Pharmaceutical Ingredients and Pharmaceutical Intermediates. The Performance Chemicals segment includes specialty chemicals and agricultural protection products.
