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As filed with the Securities and Exchange Commission on July 24, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE HAIN FOOD GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3240619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 237-6200
(Address, including zip code, and telephone number, including area code, all
registrants principal executive offices)
Irwin D. Simon
President and Chief Executive Officer
The Hain Food Group, Inc.
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 237-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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copy to:
Roger Meltzer, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered to
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Exhibit 5
July 24, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: The Hain Food Group, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to The Hain Food Group, Inc. (the
"Company") in connection with the preparation of the Company's registration
statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act") in connection with the sale by certain selling
stockholders listed therein (the "Selling Stockholders") of up to 2,826,161
shares of common stock of the Company, par value $.01 per share (the "Common
Stock") of which 1,639,150 shares are issued and outstanding (the "Issued
Shares") and 1,187,011 shares are reserved for issuance upon the exercise of
warrants (the "Warrant Shares").
In rendering the opinion set forth herein, we have examined originals,
photocopies or conformed copies certified to our satisfaction of all such
corporate records, agreements, instruments and documents of the Company,
certificates of public officials and other certificates and opinions, and we
have made such other investigations, as we have deemed necessary in connection
with the opinions set forth herein. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
photocopies or conformed copies.
Based on the foregoing, and subject to the effectiveness of the
Registration Statement under the Securities Act, we advise you that in our
opinion, the Issued Shares are, and, upon exercise of warrants, the Warrant
Shares will be, legally issued, fully paid and nonassessable.
We are members of the bar of the State of New York, and in rendering this
opinion we express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware and the Federal laws of the United States of America.
We hereby consent to the use of our firm's name under the caption "Legal
Matters" and to the filing of a copy of this opinion with the Commission as an
exhibit to the Registration Statement referred to above.
Very truly yours,
/s/ Cahill Gordon & Reindel
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of The Hain Food Group,
Inc. for the registration of 2,826,161 shares of its common stock and to the
incorporation by reference therein of our report dated September 3, 1997, with
respect to the consolidated financial statements and schedule of The Hain Food
Group, Inc. included in its Annual Report (Form 10-K) for the year ended June
30, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Melville, New York
July 23, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of the Hain Food
Group of our report dated March 25, 1997 appearing on page F-1 of the Westbrae
Natural, Inc. (formerly Vestro Natural Foods, Inc.). Annual Report on Form 10-K
for the year ended December 31, 1996. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ PRICEWATERHOUSECOOPERS LLP
Costa Mesa, California
July 20, 1998
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation of our reports, relating to the
consolidated financial statements of AMI, Operating, Inc. and subsidiaries dated
May 27, 1998 and the financial statements of Dana Alexander, Inc., dated May 22,
1998 and the financial statements of Garden of Eatin', Inc., dated May 8, 1998,
included in the Form 8-K/A dated July 23, 1998 and incorporated by reference in
the previously filed Registration Statement of The Hain Food Group, Inc. on Form
S-4/S-3 (No. 333-57343) and incorporated by reference in the Registration
Statement of The Hain Food Group, Inc. on Form S-3 filed on or about July 23,
1998.
/s/ MCGLADREY & PULLEN, LLP
Anaheim, California
July 20, 1998
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation of our report, relating to the
consolidated financial statements of Arrowhead Mills, Inc., dated October 4,
1996, except for Note 10, as to which the date is June 1, 1998, for the years
ended July 31, 1996 and 1995 included in the Form 8-K/A dated July 23, 1998 and
incorporated by reference in the previously filed Registration Statement of the
Hain Food Group, Inc. on Form S-4/S-3 (No. 333-57343) and incorporated by
reference in the Registration Statement of the Hain Food Group, Inc. on Form S-3
filed on or about July 20, 1998.
/s/ MCGINTY & ASSOCIATES
July 20, 1998
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation of our report, relating to the
financial statements of Dana Alexander, Inc. dated March 19, 1997 except for
Note L, as to which date is June 2, 1997, for the years ended December 31, 1996
and 1995 included in the Form 8-K/A dated July 23, 1998 and incorporated by
reference in the previously filed Registration Statement of The Hain Food Group,
Inc. on Form S-4/S-3 (No. 333-57343) and incorporated by reference in the
Registration Statement of the Hain Food Group, Inc. on Form S-3 filed on or
about July 20, 1998.
/s/ KATZ & BLOOM, LLC
July 20, 1998