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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 5, 2004
THE HAIN CELESTIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22818 22-3240619
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
58 South Service Road
Melville, New York 11747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 730-2200
-2-
Item 5. Other Events and Regulation FD Disclosure
On March 5, 2004, James S. Gold resigned as one of our directors. The
resignation of Mr. Gold was not a result of any disagreement with us on any
matter relating to our operations, policies or practices, and Mr. Gold's letter
of resignation did not contain any description of any disagreement nor did it
request that any disagreement be disclosed.
Copies of the press release announcing Mr. Gold's resignation and his
resignation letter are attached as exhibits to this Form 8-K and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
99.1 Press release dated March 8, 2004
99.2 Letter dated March 5, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE HAIN CELESTIAL GROUP, INC.
Dated: March 8, 2004 By: /s/ Ira J. Lamel
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Name: Ira J. Lamel
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release dated March 8, 2004
99.2 Letter dated March 5, 2004
THE HAIN CELESTIAL GROUP
Contacts: Ira Lamel, CFO David Lilly / Jeremy Fielding
The Hain Celestial Group, Inc. Kekst and Company
631-730-2200 212-521-4800
FOR IMMEDIATE RELEASE:
HAIN CELESTIAL DIRECTOR TO LEAVE BOARD
MELVILLE, N.Y., March 8, 2004 - The Hain Celestial Group (NASDAQ: HAIN)
announced today that James S. Gold has decided to leave the Company's Board of
Directors, effective immediately.
"I would like to thank Jim for the contributions he has made over the years to
The Hain Celestial Group," said Irwin D. Simon, Chairman, President and Chief
Executive Officer.
About The Hain Celestial Group
The Hain Celestial Group, headquartered in Melville, NY, is a natural, specialty
and snack food company. The Company is a leader in 13 of the top 15 natural food
categories, with such well-known natural food brands as Celestial Seasonings(R)
teas, Walnut Acres(R), Hain Pure Foods(R), Westbrae(R), Westsoy(R), Rice
Dream(R), Soy Dream(R), Imagine(R), Arrowhead Mills(R), Health Valley(R),
Breadshop's(R), Casbah(R), Garden of Eatin(R), Terra Chips(R), Yves Veggie
Cuisine(R), The Good Dog(R), The Good Slice(R), DeBoles(R), Lima(R),
Biomarche(R), Grains Noirs(R), Milkfree(R), Earth's Best(R), and Nile Spice. The
Company's principal specialty product lines include Hollywood(R) cooking oils,
Estee(R) sugar-free products, Kineret(R) kosher foods, Boston Better Snacks(R),
and Alba Foods(R). The Hain Celestial Group's website can be found at
www.hain-celestial.com.
# # #
Exhibit 99.2
James S. Gold
30 Rockefeller Plaza
New York, NY 10020
March 5, 2004
Mr. Irwin D. Simon
Chairman, President & Chief Executive Officer
Hain Celestial Group
58 South Service Road
Suite 250
Melville, NY 11747
Dear Irwin:
This letter will serve as my resignation, effective immediately, as a
member of the Board of Directors of Hain Celestial.
I wish you and the Company continued success, and I hope that my 5 years of
service as a member of the Board have contributed positively to the Company's
success.
Very truly yours,
/s/ Jim
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James S. Gold
cc: Roger Meltzer, Esq.