Hain Celestial Group, Inc.
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): December 2,
2005
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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)
|
(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)
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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:
[
]
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
1.01. Entry
into a Material Definitive Agreement.
On
December 2, 2005, H.J. Heinz Company (collectively with its affiliates,
“Heinz”), through its affiliate HJH One, L.L.C. (“HJH”), gave notice to The Hain
Celestial Group, Inc. (the “Company”) of its election to register all 6,090,351
shares of common stock of the Company owned by HJH, pursuant to the Registration
Rights Agreement between the Company and HJH, successor-in-interest to Boulder
Inc., dated September 24, 1999. On December 2, 2005, the Company filed a shelf
registration statement to register such shares, and agreed to make certain
Company executives available to participate in “road show” presentations in the
event of a proposed underwritten offering of such shares. HJH has agreed to
reimburse the Company for up to $750,000 of registration expenses associated
with offerings under this registration statement.
In
September 1999 the Company entered into an agreement with Heinz relating to
the
global production and marketing of natural and organic foods and soy-based
beverages. Heinz acquired an aggregate of 3,507,577 shares of the Company’s
common stock as part of this transaction and in a separate transaction, in
which
the Company purchased the Earth’s Best trademarks from Heinz, which was
announced in September 1999. When the Company merged with Celestial Seasonings
in June 2000, Heinz purchased an additional 2,582,774 shares of common stock,
pursuant to Heinz’s rights under the investor’s agreement described
below.
The
Company entered into an investor’s agreement and a registration rights agreement
with Heinz in connection with Heinz’s September 1999 investment.
The
investor’s agreement provides for the appointment to the Company’s Board of
Directors of one member nominated by Heinz and one member jointly nominated
by
Heinz and the Company; this right will terminate if at any time Heinz holds
less
than 50% of the shares of the Company’s common stock that it acquired in
September 1999. These nominees are currently Mitchell A. Ring and D. Edward
I.
Smyth, respectively, who are executives of Heinz. In addition, the investor’s
agreement requires Heinz to vote its shares in favor of nominees for directors
recommended by the Company for election in proxy solicitation materials
disseminated by the Company.
Pursuant
to the registration rights agreement, the Company agreed to file a registration
statement under the Securities Act with respect to a resale of the shares owned
by Heinz and to use its best efforts to cause the registration statement to
become effective. The Company filed a registration statement on December 2,
2005, pursuant to Heinz’s request under the registration rights agreement. The
Company and Heinz have each agreed to indemnify the other for certain
liabilities, including liabilities under the Securities Act, and will contribute
to payments that the other may be required to make in respect of those
liabilities.
In
May
2004, the Company acquired the assets of the Company’s Rosetto and Ethnic
Gourmet businesses from Heinz for approximately $24 million (subject to
adjustment) and the assumption of certain liabilities.
In
fiscal
2005 the Company paid Heinz approximately $2,292,437 in purchases, royalties
and
profit sharing fees, and Heinz paid the Company approximately $2,419,894 in
purchases.
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: December
8, 2005
THE
HAIN CELESTIAL GROUP, INC.
(Registrant)
By:
/s/
Irwin D. Simon
Name: Irwin
D. Simon
Title:
Chairman of the Board,
President
and Chief
Executive Officer
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