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): December 16,
2005
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THE
HAIN CELESTIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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|
Delaware
|
0-22818
|
22-3240619
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer 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
2.01 Acquisition or Disposition of Assets.
On
December 16, 2005, The Hain Celestial Group, Inc., a Delaware corporation
(“Hain”), acquired the stock of Spectrum Organic Products, Inc., a California
corporation (“Spectrum”), through a merger (the “Merger”) of Spectrum with and
into Spectrum Organic Products, LLC, a California limited liability company
and
a newly formed wholly owned subsidiary of Hain, under the terms of the
previously-announced Agreement and Plan of Merger, dated August 23, 2005,
between Hain and Spectrum.
Consideration
paid by Hain was approximately $0.3485 in cash and 0.017929 shares of Hain
common stock, in each case per share of Spectrum common stock. Hain also assumed
Spectrum’s liabilities.
Hain
funded the cash portion of the Merger consideration through borrowings under
its
existing credit facility and cash on hand.
Hain’s
press release regarding consummation of the Merger is attached as Exhibit 99.1
to this Current Report on Form 8-K, and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
(99.1)
Press release of Hain dated December 19, 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:
December
19, 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
|
Contact:
|
Ira
Lamel/Mary Anthes
|
Jeremy
Fielding/David Lilly
|
|
The
Hain Celestial Group, Inc.
|
Kekst
and Company
|
|
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631-730-2200
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212-521-4800
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HAIN
CELESTIAL CLOSES MERGER WITH
SPECTRUM
ORGANIC PRODUCTS
EXPANSION
OF COMPANY’S OFFERINGS IN NATURAL AND ORGANIC
OILS,
VINEGARS, CONDIMENTS
Melville,
NY, December 19, 2005—The
Hain
Celestial Group, Inc. (“Hain Celestial”) (NASDAQ: HAIN), a leading natural and
organic food and personal care products company, today announced that it
completed its merger with Spectrum Organic Products, Inc. (“Spectrum”). Under
the terms of the merger, Spectrum shareholders will receive $0.7035 per share,
after deducting for excess company expenses, consisting of $0.3485 per share
in
cash and $0.355 per share in Hain Celestial shares, which is based on valuing
the Hain shares at $19.80 per share, as provided in the merger agreement. The
Spectrum merger will increase the amount of Hain Celestial shares outstanding
by
approximately 924,459 shares.
Spectrum
is a leading manufacturer and marketer of natural and organic culinary oils,
vinegars, condiments and butter substitutes under the Spectrum Naturals® brand
and essential fatty acid nutritional supplements under the Spectrum Essentials®
brand, sold mainly through natural food retailers.
“Spectrum
strengthens our position in the natural and organic sector with the addition
of
Spectrum Naturals® and Spectrum Essentials®, as healthy oils are featured in the
new food pyramid and USDA Dietary Guidelines” said Irwin D. Simon, President and
Chief Executive Officer of Hain Celestial. “We look forward to integrating
Spectrum into our portfolio of brands in the Grocery and Snacks area of our
business and expanding their product offerings with broader
distribution.”
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®, Terra Chips®, Garden of Eatin’®, Health Valley®, WestSoy®, Earth’s
Best®, Arrowhead Mills®, Hain Pure Foods®, Hollywood®, Walnut Acres
Organic™,
Imagine Foods®, Rice Dream®, Soy Dream®, Rosetto®, Ethnic Gourmet®, Yves Veggie
Cuisine®, Lima®, Biomarché™, Grains Noirs®, Natumi®, JASON® and Zia® 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, and obtain financing for general corporate purposes; competition;
retention of key personnel; 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, as
amended, for the fiscal year ended June 30, 2005. The forward-looking statements
made in this press release are current as of the date of this press release,
and
the Company does not undertake any obligation to update forward-looking
statements.