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 30, 2009
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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
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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
8.01. Other Events.
On July
6, 2009, The Hain Celestial Group, Inc. issued a press release announcing that
it had reached an agreement with Pegasus Capital Advisors L.P. (“Pegasus”)
pursuant to which Pegasus acquired a controlling interest in Hain Pure Protein
Corporation. The press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
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 July 6, 2009.
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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: July 6,
2009
THE HAIN
CELESTIAL GROUP, INC.
(Registrant)
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By:
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/s/
Ira
J.
Lamel
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Name:
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Ira
J. Lamel
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Title:
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Executive
Vice President and
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Chief
Financial Officer
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Pegasus
Capital Advisors Increases Equity Ownership in Hain Pure Protein
Hain
Pure Protein Enters Into Credit Facility Agreement
MELVILLE,
N.Y., July 6 /PRNewswire-FirstCall/ -- The Hain Celestial Group, Inc. (Nasdaq:
HAIN), a leading natural and organic products company, announced today that it
had reached agreement with Pegasus Capital Advisors L.P. under which Pegasus
acquired a controlling interest in the Hain Pure Protein joint venture with the
issuance of new shares of Hain Pure Protein. As a result, Pegasus
will own approximately 51% of the Hain Pure Protein equity, while Hain Celestial
will own 49%. In
addition, Hain Pure Protein entered into a $30 million credit facility
with Wachovia Bank, N.A.
(Logo:
http://www.newscom.com/cgi-bin/prnh/20050324/NYTH131
)
With its
increased equity ownership in Hain Pure Protein, Rodney Cohen, Co-Managing
Partner of Pegasus, has been appointed Chairman of the Board of Directors of the
joint venture. Jay Lieberman, formerly Vice President—Financial
Planning and Analysis at Hain Celestial, has been appointed Hain Pure Protein’s
Chief Operating Officer and Chief Financial Officer. Reporting to Jay
Lieberman will be Joseph A. DePippo, President—Sales, Marketing and Chicken
Operations and James C. Reed, President of Turkey Operations.
Rodney
Cohen, Chairman of Hain Pure Protein, stated, “As we continue to work with Hain
Celestial, we’re excited about the continued opportunities for Hain Pure
Protein. Hain Pure Protein is positioned for continued growth in a
growing category as a leader in the natural, antibiotic-free, vegetarian fed
chicken and turkey market.”
Hain Pure
Protein Corporation was formed in July, 2005 to establish FreeBird Chicken,
which specializes in natural, organic and antibiotic-free chicken. In
August 2007 Hain Pure Protein acquired the assets of Plainville Turkey Farm,
Inc., a leading supplier of natural and antibiotic-free whole turkeys and deli
turkey products in the Northeast and Mid-Atlantic, and in March 2008, the
Company expanded its turkey operations with the acquisition of a facility in New
Oxford, Pennsylvania. Earlier this year, Hain Pure Protein commenced
operations of the Kosher Valley™ brand, a new certified kosher brand of
all-natural, antibiotic-free, vegetarian fed and humanely raised chicken and
turkey products. Today Hain Pure Protein offers a complete line of
antibiotic-free poultry products including FreeBird™ chicken, Plainville Farms®
turkey and Kosher Valley™ chicken and turkey products.
Irwin
Simon, President and Chief Executive Officer of Hain Celestial, said “With
consumers seeking more antibiotic-free poultry, we’re excited about Hain Pure
Protein’s prospects, having taken the business from incubation to over $160
million in sales today. We look forward to working with our partners
at Pegasus on Hain Pure Protein’s future continued success,” concluded Irwin
Simon.
The
impact of this transaction will not be material to Hain Celestial’s net income;
however,
Hain Celestial anticipates that Hain Pure Protein will no longer be
consolidated into Hain Celestial’s financial statements but rather will be accounted
for on the equity method. Sales of Hain Pure Protein were
$130.2 million for the nine months ended March 31, 2009 and $90.6 million
and $34.7 million for the years ended June 30, 2008 and 2007,
respectively.
Pegasus
Capital Advisors
Pegasus
Capital Advisors, L.P. is a private equity fund manager with offices in New York
and Cos Cob, CT. Founded in 1995, Pegasus provides capital to middle
market companies across a wide range of industries, and has particular interest
in businesses that make a meaningful contribution to society by positively
affecting the environment, contributing to sustainability and enabling healthy
living. For more information, visit www.pcalp.com.
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®, Gluten Free Cafe™, Hain Pure Foods®, 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®, Alba®, 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.
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; changes in estimates or judgments related to our impairment
analysis of goodwill and other intangible assets; 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; our ability
to maintain existing contracts and secure new customers; changes in customer
preferences and consumption; international sales and operations; changes
in fuel and commodity costs; the impact of foreign exchange; the
resolution of the SEC inquiry and litigation regarding 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, 2008. 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.
CONTACT: Ira
Lamel or Mary Anthes, both of The Hain Celestial Group, Inc., +1-631-730-2200;
or David Lilly or Paige Gruman, both of Kekst and Company,
+1-212-521-4800