Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Aceto Corporation, a New York
corporation (the "Company"), on Form 10-K for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Douglas Roth, Chief Financial Officer of the Company, certify,
pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(3) The Report fully complies with the requirements of Section 13(a)
and 15(d) of the Securities Exchange Act of 1934; and
(4) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
Douglas Roth
Chief Financial Officer
September 27, 2002
53
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ACETO CORPORATION
(Company)
By /s/ Leonard S. Schwartz /s/ Douglas Roth
----------------------- -------------------
Leonard S. Schwartz Douglas Roth
Chairman, President Secretary/Treasurer and
and Chief Executive Officer Chief Financial Officer
Date: September 27, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Leonard S. Schwartz Chairman, President and 9-27-02
- ----------------------- Chief Executive Officer
Leonard S. Schwartz
/s/ Stanley Fischer Director 9-27-02
- -----------------------
Stanley Fischer
/s/ Samuel I. Hendler Director 9-27-02
- -----------------------
Samuel I. Hendler
/s/ Robert Wiesen Director 9-27-02
- -----------------------
Robert Wiesen
/s/ John H. Schlesinger Director 9-27-02
- -----------------------
John H. Schlesinger
/s/ Albert L. Eilender Director 9-27-02
- -----------------------
Albert L. Eilender
/s/ Hans-Peter Schaer Director 9-27-02
- -----------------------
Hans-Peter Schaer
54
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Leonard S. Schwartz, Chairman, President and Chief Executive Officer of Aceto
Corporation, certify that:
1. I have reviewed this Annual Report on Form 10-K of Aceto Corporation
(the "Registrant");
2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this Annual Report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Annual Report is
being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this Annual Report (the "Evaluation Date"); and
c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and
the audit committee of the Registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have identified
for the Registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officers and I have indicated in
this Annual Report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Dated: September 27, 2002
/s/ Leonard S. Schwartz
-----------------------
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
55
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Douglas Roth, Chief Financial Officer of Aceto Corporation, certify that:
1. I have reviewed this Annual Report on Form 10-K of Aceto Corporation
(the "Registrant");
2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this Annual Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this Annual Report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this Annual Report is
being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this Annual Report (the "Evaluation Date"); and
c) presented in this Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and
the audit committee of the Registrant's board of directors (or persons
performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have identified
for the Registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
6. The Registrant's other certifying officers and I have indicated in
this Annual Report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Dated: September 27, 2002
/s/ Douglas Roth
-----------------------------
Chief Financial Officer
(Principal Financial Officer)
56