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): November 13,
2007
————————————
THE
HAIN CELESTIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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|
Delaware
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0-22818
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01.
Entry into a Material Definitive Agreement.
On
November 13, 2007, The Hain Celestial Group, Inc. (the “Company”) entered into a
letter agreement with the agents and lenders under the Company’s Amended and
Restated Credit Agreement, dated as of May 2, 2006, by and among the Company,
Bank of America, N.A., as administrative agent, and the other agents and lenders
party thereto (the “Credit Agreement”) pursuant to which the agents and the
lenders agreed to extend until January 31, 2008, the Credit Agreement’s due date
for the Company to provide the lenders with audited financial statements for
the
Company’s fiscal year ended June 30, 2007 and quarterly financial statements for
the first quarter ended September 30, 2007, as well as the related compliance
certificates and financial projections.
On
November 13, 2007, the Company entered into a letter agreement with the
purchasers (the “Noteholders”) under the Note Purchase Agreement, dated as of
May 2, 2006, by and among the Company and the Noteholders (the “Note Purchase
Agreement”) pursuant to which the Noteholders agreed to extend until January 31,
2008, the Note Purchase Agreement’s due date for the Company to provide the
Noteholders with audited financial statements for the Company’s fiscal year
ended June 30, 2007 and quarterly financial statements for the first quarter
ended September 30, 2007, as well as the related compliance
certificates.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
November 14, 2007, the Company received a Nasdaq Staff Determination letter
indicating
that the Company is not in compliance with the filing requirements for continued
listing as
set
forth in Marketplace Rule 4310(c)(14) due to the fact that it did not timely
file its
Quarterly Report on Form 10-Q for its first quarter ended September 30, 2007.
The Company previously received a similar Nasdaq Staff Determination letter
relating to its Annual Report on Form
10-K
for its fiscal year ended June 30, 2007.
A
copy of
the press release announcing the Company’s receipt of the Nasdaq Staff
Determination Letter is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit
No.
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Description
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99.1
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Press
Release dated November 16, 2007.
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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:
November
16, 2007
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THE
HAIN CELESTIAL GROUP, INC.
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|
(Registrant)
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| /s/ Ira J. Lamel | ||
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Name:
Ira J. Lamel
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||
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Title:
Executive Vice President and
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||
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Chief
Financial Officer
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3
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Contact:
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Ira
Lamel/Mary Anthes
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Jeremy
Fielding/David Lilly
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The
Hain Celestial Group, Inc.
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Kekst
and Company
|
|
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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-Q
Melville,
NY, November 16, 2007—The
Hain
Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and organic food
and
personal care products company, announced today that, as anticipated, the
Company received on November 14, 2007 a NASDAQ Staff Determination letter
indicating it is not in compliance with the filing requirements for continued
listing as set forth in Marketplace Rule 4310(c)(14) due to the Company’s
failure to timely file its Form 10-Q for the period ended September 30,
2007.
In
response to the previously disclosed notice of delisting from The NASDAQ
Stock
Market Inc. in connection with the Company’s failure to file its Form 10-K for
the fiscal year ended June 30, 2007, on October 31, 2007 Hain Celestial met
with
the NASDAQ Listing Qualifications Panel pursuant to NASDAQ’s procedures
following Hain Celestial’s request for a hearing and continued listing. Pending
a decision by the Panel, Hain Celestial shares will remain listed on The
NASDAQ
Stock Market, Inc.
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 for the year ended June 30, 2007 and its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. 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 and the quarter ended September 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.