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 14,
2007
————————————
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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
September 14, 2007, The Hain Celestial Group, Inc. (the “Company”) received a
Nasdaq Staff Determination letter indicating that the Company is not in
compliance with the filing requirements for continued listing set
forth
in Marketplace Rule 4310(c)(14) due to the fact that it did not timely file
its
Form 10-K for its fiscal year ended June 30, 2007 and, as a result, the
Company’s securities are subject to delisting from The Nasdaq Global Select
Market. The Company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. There can be no
assurance the Panel will grant the Company’s request for continued listing.
Pending a decision by the Panel, the Company’s shares will remain listed on The
Nasdaq Global Select Market.
A
copy of
the press release announcing the Company’s receipt of the Nasdaq
Staff Determination
letter
and the Company’s response 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 20, 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: September
20, 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
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212-521-4800
|
THE
HAIN CELESTIAL GROUP
RECEIVES
NOTICE FROM NASDAQ
DUE
TO DELAY IN FILING OF FORM 10-K
Melville,
NY, September 20, 2007—The
Hain
Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and organic food and
personal care products company, announced today that, as anticipated it
received, on September 14, 2007, a NASDAQ Staff Determination letter indicating
that it is not in compliance with the filing requirements for continued listing
as set forth in Marketplace Rule 4310(c)(14). As a result, the Company has
requested a hearing before a NASDAQ Listing Qualifications Panel. Pending a
decision by the Panel, Hain Celestial shares will remain listed on The NASDAQ
Stock Market. There can be no assurance that the Panel will grant the Company’s
request for continued listing.
As
previously announced, Hain Celestial 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.
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.