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): April 2, 2008
————————————
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:
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))
Item
8.01.
Other Events.
On
April
2, 2008, The Hain Celestial Group, Inc. (the “Company”) announced that it had
acquired Daily Bread, Ltd., a London-based producer of branded fresh prepared
foods for the foodservice channel in the United Kingdom. The Company’s press
release announcing the acquisition is attached as Exhibit 99.1 and 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.
|
Description
|
|
99.1
|
Press
Release dated April 2, 2008.
|
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: April
3, 2008
THE
HAIN
CELESTIAL GROUP, INC.
(Registrant)
By:
/s/
Ira J. Lamel
Name:
Ira
J. Lamel
Title:
Executive Vice President and
Chief
Financial Officer
Contacts:
|
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 ANNOUNCES
THE
ACQUISITION OF DAILY BREAD, LTD.
EXPANSION
OF FRESH, CHILLED OPERATIONS
IN
THE UNITED KINGDOM
Melville,
NY, April 2, 2008—The
Hain
Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and organic food and
personal care products company, today announced the acquisition of Daily Bread,
Ltd., a London-based producer of branded fresh prepared foods for the
foodservice channel in the United Kingdom.
“Building
upon the foundation established by our entry into the United Kingdom nearly
two
years ago, Daily Bread™ strengthens our existing prepared foods operation with a
branded fresh platform, primarily serving the United Kingdom market,” said Irwin
D. Simon, President and Chief Executive Officer of The Hain Celestial Group.
“We’re pleased to be joined by Timothy J. Roupell, founder of Daily Bread over
20 years ago, as Executive Director—Daily Bread, who will report to David Arrow,
Managing Director—Hain Celestial UK. Tim will further the efforts of Hain
Celestial UK’s team in delivering a broad-based fresh prepared foods offering to
capitalize on the growth opportunities that exist in this category. We’re
excited about the potential to expand our fresh branded products in the United
Kingdom and in Europe with additional offerings and to increase the sales of
our
other branded grocery and snacks products in the foodservice and grocery
channels.”
Daily
Bread is an accredited supplier to Buckingham Palace, museums, sporting
establishments, companies and event caterers, and since 2003, Daily Bread has
held a Royal Warrant, by Appointment to Her Majesty the Queen.
Daily
Bread generated approximately £12 million (or $24 million) in continuing sales
in its last fiscal year. Terms of the acquisition, which closed yesterday,
were
not disclosed. The transaction is expected to be accretive to Hain Celestial’s
earnings during its fiscal year 2009.
The
Hain Celestial Group, Inc. • 58 South Service Road • Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
“The
addition of Daily Bread branded fresh products allows us to expand our fresh
operations across the United Kingdom and Europe, as more and more consumers
seek
out healthful, “on-the-go” eating solutions. With this acquisition, Hain
Celestial has created a global, branded fresh strategy with the ability to
develop fresh lines for the Linda McCartney meat-free brand and healthy branded
fresh meals for children,” concluded Irwin Simon.
Hain
Celestial now provides the European market with natural and organic products
including:
|
·
|
Fresh
products from Daily Bread and Luton in the United Kingdom and from
Grains
Noirs® in Belgium;
|
|
·
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Frozen
meat-free products from Linda McCartney® and Realeat® in the United
Kingdom;
|
|
·
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Grocery
and Snacks products from Lima® throughout
Europe;
|
|
·
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Non-dairy
beverages from Rice Dream®, Soy Dream®, Natumi® and Granose® throughout
Europe; and
|
|
·
|
Hain
Celestial global brands—Celestial Seasonings®, Terra® and Earth’s Best®
throughout Europe.
|
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®, Garden of Eatin’®,
Health Valley®, WestSoy®, Earth’s Best®, Arrowhead Mills®, MaraNatha®,
SunSpire®, DeBoles®, Hain Pure Foods®, FreeBird™, Plainville Farms®, Hollywood®,
Spectrum Naturals®, Spectrum Essentials®, Walnut Acres Organic®, Imagine®, Rice
Dream®, Soy Dream®, Rosetto®, Ethnic Gourmet®, Yves Veggie Cuisine®, Granose®,
Realeat®, Linda McCartney®, Daily Bread™, Lima®, Grains Noirs®, Natumi®, JASON®,
Zia® Natural Skincare, Avalon Organics®, Alba Botanica®, Queen Helene®, Tushies®
and TenderCare®. Hain Celestial has been providing “A Healthy Way of Life” since
1993. For more information, visit www.hain-celestial.com.
The
Hain Celestial Group, Inc. • 58 South Service Road • Melville, NY 11747 •
631-730-2200
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; our
ability to implement our business and acquisition strategy; our ability to
effectively integrate our acquisitions; competition; availability and retention
of key personnel; our reliance on third party distributors, manufacturers and
suppliers; changes in customer preferences; international sales and operations;
the results of the SEC’s inquiry into our stock option practices; changes in, or
the failure to comply with, government regulations; and other risks detailed
from time-to-time in the Company’s reports filed with the SEC, including the
annual report on Form 10-K, for the fiscal year ended June 30, 2007. As a result
of the foregoing and other factors, no assurance can be given as to future
results, levels of activity and achievements and neither the Company nor any
person assumes responsibility for the accuracy and completeness of these
statements.
The
Hain Celestial Group, Inc. • 58 South Service Road • Melville, NY 11747 •
631-730-2200
www.hain-celestial.com