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): September 11,
2007
————————————
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Item
8.01 Other Events
On
September 11, 2007, the Company issued a press release updating its stock
options review and advising that it is not yet in a position to file its Annual
Report on Form 10-K. A copy of the press release is included as Exhibit 99.1
to
this Current Report and is incorporated herein by reference.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
|
Exhibit
No.
|
Description
|
|
|
99.1
|
Press
Release dated September 11,
2007.
|
2
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: September
12, 2007
|
THE
HAIN CELESTIAL GROUP, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
By:
/s/
Ira J. Lamel
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|
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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
|
THE
HAIN CELESTIAL GROUP
ISSUES
UPDATE ON ITS STOCK OPTIONS REVIEW
Melville,
NY, September 11, 2007—The
Hain
Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and organic food and
personal care products company, today issued an update on its stock options
review. As previously disclosed on August 29, 2007, The Hain Celestial Group,
Inc. is conducting an independent review of the Company’s stock option
practices. This review is being conducted at the direction of a group of
independent directors with the assistance of independent legal counsel and
experts retained by counsel and is substantially complete. However, the timing
of that completion has resulted in a delay in finalizing the Company’s annual
report on Form 10-K. The Company is working diligently through this process
and
intends to file its Form 10-K in the near future. The Company believes that
any
adjustments that have been identified in the review will not affect the
Company’s previously released results of operations for the year ended June 30,
2007. As a result of this delay, the Company anticipates receiving, as a
matter-of-course in accordance with the standard procedures of The NASDAQ Stock
Market, Inc., a notice of delisting from NASDAQ. The Company expects the notice
to be rescinded upon filing its Form 10-K and, in the interim, does not expect
the notice to affect the liquidity of the trading in the Company’s stock.
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®, DeBoles®,
Hain Pure Foods®, FreeBird™, Plainville Farms™, Hollywood®, Spectrum Naturals®,
Spectrum Essentials®, Walnut Acres Organic™, Imagine Foods™, Rice Dream®, Soy
Dream®, Rosetto®, Ethnic Gourmet®, Yves Veggie Cuisine®, Linda McCartney®,
Realeat®, Lima®, Grains Noirs®, Natumi®, JASON®, Zia® Natural Skincare, Avalon
Organics®, Alba Botanica® and Queen Helene®. 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; the results of the stock
options review described above; compliance with government regulations,
including the rules on proxy solicitations when necessary or required, and
other
risks detailed from time-to-time in the Company's reports filed with the
Securities and Exchange Commission, including the annual report on Form 10-K
for
the fiscal year ended June 30, 2006.