| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC [ HAIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/11/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/11/2006 | M | 7,500 | A | $3.375 | 193,266 | D | |||
| Common Stock | 2,268 | I | By Argosy Investment Corp. | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock option (right to buy) | $3.375 | 09/11/2006 | M | 7,500 | 12/03/1996 | 12/03/2006 | Common Stock | 7,500 | (1) | 0 | D | ||||
| Explanation of Responses: |
| 1. N/A |
| Remarks: |
| Exhibit List Exhibit 99 - Power of Attorney |
| /s/ Ira J. Lamel, Attorney-in-fact | 09/12/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit
99
THE
HAIN CELESTIAL GROUP, INC.
POWER
OF ATTORNEY
Know
all
by these presents, that the undersigned hereby constitutes and appoints each
of
IRWIN D. SIMON and IRA J. LAMEL, and their assigns, the undersigned's true
and
lawful attorney-in-fact to:
(1) execute
for and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of THE HAIN CELESTIAL GROUP, INC. (the "Company"),
Forms
3, 4 and 5 (or any analogous form), including amendments, in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) do
and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Forms 3, 4 and 5 (or
any
analogous form) and timely file such form with the United States Securities
and
Exchange Commission and any stock exchange or similar authority;
and
(3) take
any
other action of any type whatsoever in connection with the foregoing which,
in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This
Power
of Attorney shall remain in full force and effect until the undersigned is
no
longer required to file Forms 3, 4 and 5 (or any analogous form) with respect
to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN
WITNESS
WHEREOF, the undersigned has caused this Power of Attorney to be executed as
of
this 8th day of October, 2002.
/s/
Andrew R. Heyer
Signature
Andrew
R. Heyer
Print
Name
____________________________________________________________________
INDIVIDUAL
ACKNOWLEDGEMENT
STATE
OF
NEW YORK)
: ss.:
COUNTY
OF
SUFFOLK)
On
this
8th day of October, 2002, before me personally appeared Andrew Heyer personally
known to me to be the person that executed this instrument and acknowledged
to
me that he/she executed the same.
WITNESS
my
hand and official seal.
Signature
/s/
Theresa C. Goodman (Seal)