================================================================================
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): June 15, 2007
------------------------
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 8.01. Other Events.
On June 15, 2007, The Hain Celestial Group, Inc. (the "Company") issued the
press release attached as Exhibit 99.1 and incorporated by reference herein,
regarding an informal inquiry by the Securities and Exchange Commission into the
Company's stock option practices.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
99.1 Press Release dated June 15, 2007.
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: June 15, 2007
THE HAIN CELESTIAL GROUP, INC.
(Registrant)
By: /s/ Ira J. Lamel
-----------------------------------
Name: Ira J. Lamel
Title: Executive Vice President and
Chief Financial Officer
Contact: Ira Lamel/Mary Anthes Jeremy Fielding/David Lilly
The Hain Celestial Group, Inc. Kekst and Company
631-730-2200 212-521-4800
HAIN CELESTIAL ISSUES UPDATE ON STOCK OPTIONS
Melville, NY, June 15, 2007 --The Hain Celestial Group, Inc. (NASDAQ: HAIN), a
leading natural and organic food and personal care products company, announced
today that the Company has been informed by the Securities and Exchange
Commission (the "SEC") that it is conducting an informal inquiry into its stock
options practices. The Company intends to cooperate with the SEC's
investigation.
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(R), Terra
Chips(R), Garden of Eatin'(R), Health Valley(R), WestSoy(R), Earth's Best(R),
Arrowhead Mills(R), DeBoles(R), Hain Pure Foods(R), FreeBird(TM), Hollywood(R),
Spectrum Naturals(R), Spectrum Essentials(R), Walnut Acres Organic(TM), Imagine
Foods(TM), Rice Dream(R), Soy Dream(R), Rosetto(R), Ethnic Gourmet(R), Yves
Veggie Cuisine(R), Linda McCartney(R), Realeat(R), Lima(R), Grains Noirs(R),
Natumi(R), JASON(R), Zia(R) Natural Skincare, Avalon Organics(R), Alba
Botanica(R) and Queen Helene(R). 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 and integrate
acquisitions; 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, 2006. 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.