================================================================================
UNITED STATES
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): April 6, 2005
------------------------
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
------------------------
Delaware 0-22818 22-3240619
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
58 South Service Road, Melville, NY 11747
(Address of principal executive offices)
Registrant's telephone number, including area code: (631) 730-2200
Not Applicable
(Former name or former address, if changed since last report)
------------------------
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:
[ ] 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))
================================================================================
Item 7.01. Regulation FD Disclosure.
The following information is being furnished under Item 7.01, "Regulation
FD Disclosure." This information 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 of that Section, or incorporated
by reference into any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
On April 6, 2005, The Hain Celestial Group, Inc. issued the press release
attached as Exhibit 99.1 and incorporated by reference herein confirming
consensus earnings guidance for its fiscal year ending June 30, 2005.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
99.1 Press Release dated April 6, 2005.
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.
Date: April 6, 2005
THE HAIN CELESTIAL GROUP, INC.
(Registrant)
By: /s/ Ira J. Lamel
----------------------------------
Name: Ira J. Lamel
Title: Executive Vice President and
Chief Financial Officer
Exhibit 99.1
[The Hain Celestial Group, Inc. logo omitted]
HAIN CELESTIAL CONFIRMS CONSENSUS EARNINGS GUIDANCE
Fiscal Year 2005 Revenues Estimated at $625-$640 Million
Contacts:
Ira Lamel/Mary Anthes
The Hain Celestial Group, Inc.
631.730.2200
Melville, NY April 6, 2005--The Hain Celestial Group, Inc. (NASDAQ: HAIN) today
will address a luncheon of the Consumer Analyst Group of New York (CAGNY) in
Manhattan. The Company will discuss its new products and the growth in the
natural and organic products industry. The Company also confirmed the consensus
of analysts' full Fiscal Year 2005 earnings guidance and revised its revenue
estimate to $625 to $640 million. The Company does not provide quarterly
guidance. Hain Celestial plans to release its Third Quarter 2005 earnings
results on Wednesday, May 4, 2005.
The Hain Celestial Group
The Hain Celestial Group (NASDAQ: HAIN), headquartered in Melville, NY, is a
leading natural and organic beverage, snack, specialty food and personal care
products company in North America and Europe. Hain Celestial participates in
almost all natural food categories with well-known brands that include Celestial
Seasonings(R), Terra Chips(R), Garden of Eatin'(R), Health Valley(R),
WestSoy(R), Earth's Best(R), Arrowhead Mills(R), Hain Pure Foods(R),
Hollywood(R), Walnut Acres Organic(R), Imagine Foods(R), Rice Dream(R), Soy
Dream(R), Rosetto(R), Ethnic Gourmet(R), Kineret(R), Yves Veggie Cuisine(R),
Lima(R), Biomarche(R), Grains Noirs(R), Natumi(R), JASON(R) and Zia(R) Natural
Skincare. For more information, visit www.hain-celestial.com.
Safe Harbor Statement
This press release contains forward-looking statements within and
constitutes a "Safe Harbor" statement under the Private Securities Litigation
Act of 1995. Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements that involve
known and unknown risks and uncertainties, which could cause our actual results
to differ materially from those described in the forward-looking statements.
These risks include but are not limited to general economic and business
conditions; the ability to implement business and acquisition strategies,
integrate acquisitions; competition, retention of key personnel and compliance
with government regulations and other risks detailed from time-to-time in the
Company's reports filed with the Securities and Exchange Commission, including
the report on Form 10-K for the fiscal year ended June 30, 2004. The Company
does not undertake any obligation to update forward-looking statements.