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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): March 3,
2006
————————————
THE
HAIN CELESTIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
————————————
|
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
8.01 Other Events
On
March
3, 2006, The Hain Celestial Group, Inc. (“Hain”) announced that it had acquired
the business and assets of Para Laboratories, Inc. Hain’s press release
regarding consummation of this acquisition 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
dated March 3, 2006.
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: March
3,
2006
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
BUSINESS AND ASSETS OF
PARA
LABORATORIES
EXPANDS
PERSONAL CARE LINE WITH
QUEEN
HELENE® AND OTHER BRANDS
Contacts:
Ira
Lamel/Mary Anthes
The
Hain Celestial Group, Inc.
631-730-2200
Melville,
NY, March 3, 2006—The Hain Celestial Group, Inc. (NASDAQ: HAIN) today announced
the acquisition of the business and assets of Para Laboratories, Inc. including
the Queen Helene®, Batherapy® and Footherapy® brands. A respected leader in
quality health and beauty products for professional and personal use since
1930,
Para Labs offers skin care, hair care and body care products through drug
stores, supermarkets and mass retailers. Para Labs’ product line complements
Hain Celestial’s JasonÒ
natural
and organic oral, body and hair care, Zia® premium skin care and Earth’s Best®
baby body care in the fast-growing natural health and personal care products
category.
In
its
last fiscal year, Para Laboratories sales totaled approximately $20 million.
The
terms of the acquisition, which closed on March 3, 2006, were not disclosed.
The
transaction is expected to be accretive to Hain Celestial’s earnings during its
fiscal year 2007.
“I
am
excited about the great brands Para Labs adds to our growing portfolio of
personal care products,” said Irwin D. Simon, President and Chief Executive
Officer of The Hain Celestial Group. “The acquisition of these brands brings us
closer to our objective to build a $100 million Personal Care business through
internal growth and acquisitions, as this is our third acquisition in the
personal care products category since June 2004. The distribution of these
brands in chain drug and mass channels will enable us to extend our other
products in those channels with our Jason, Zia and Earth’s Best brands. We are
also pleased to expand our management team under Andrew H. Jacobson as the
third
generation from Para Labs, Steve Estrin and Joel Estrin, join us in executive
positions in Personal Care,“ concluded Irwin Simon.
Hain
Celestial has built a substantial presence in personal care to complement its
leading presence in natural and organic foods. Hain Celestial is committed
to
creating and promoting A Healthy Way of Life™.
The
Hain Celestial Group
The
Hain
Celestial Group (NASDAQ: HAIN), headquartered in Melville, NY, is a leading
natural and organic 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®, Estee®,
DeBoles®, Hain Pure Foods®, Raised Right™, Hollywood®, Spectrum Naturals®,
Spectrum Essentials®, 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 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.