PROSPECTUS
THE
HAIN CELESTIAL GROUP, INC.
The
following are types of securities that we may offer, issue and sell from
time to
time, or that may be sold by selling securityholders from time to time, together
or separately:
· |
shares
of our common stock;
|
· |
shares
of our preferred stock; and
|
· |
warrants
to purchase equity securities.
|
This
prospectus describes some of the general terms that may apply to these
securities. The specific terms of any securities to be offered will be described
in supplements to this prospectus. The prospectus supplements may also add,
update or change information contained in this prospectus. You should read
this
prospectus and the applicable prospectus supplement carefully before you
make
your investment decision.
We
may
offer and sell these securities through one or more underwriters, dealers
and
agents, securities through underwriting syndicates managed or co-managed
by one
or more underwriters, or directly to purchasers, on a continuous or delayed
basis.
To
the
extent that any selling securityholder resells any securities, the selling
securityholder may be required to provide you with this prospectus and a
prospectus supplement identifying and containing specific information about
the
selling securityholder and the terms of the securities being
offered.
This
prospectus may not be used to sell securities unless accompanied by a prospectus
supplement.
The
prospectus supplement for each offering of securities will describe in detail
the plan of distribution for that offering. Our common stock is quoted on
The
Nasdaq National Market (“Nasdaq”)
under
the symbol “HAIN.” Each prospectus supplement will indicate if the securities
offered thereby will be listed on any securities exchange.
______________________
See
“Risk Factors” beginning on page 1 for a discussion of certain factors which
should be considered in an investment of securities offered
hereby.
______________________
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________
The
date
of this prospectus is March 3, 2006.
TABLE
OF CONTENTS
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Page
|
ABOUT
THIS PROSPECTUS
|
ii
|
RISK
FACTORS
|
1
|
USE
OF PROCEEDS
|
8
|
DESCRIPTION
OF SECURITIES
|
9
|
DESCRIPTION
OF COMMON STOCK
|
9
|
DESCRIPTION
OF PREFERRED STOCK
|
10
|
DESCRIPTION
OF WARRANTS
|
11
|
LEGAL
MATTERS
|
12
|
EXPERTS
|
12
|
WHERE
YOU CAN FIND MORE INFORMATION
|
12
|
___________________________
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission using a “shelf” registration process. Under this
process, we or the selling securityholders may, from time to time, sell any
combination of common stock, preferred stock and warrants as described in
this
prospectus, in one or more offerings.
You
should read both this prospectus and any prospectus supplement together with
the
additional information described under the heading “Where You Can Find More
Information.”
You
should rely on the information contained or incorporated by reference in
this
prospectus. We have not authorized anyone to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted.
You
should assume that the information in this prospectus is accurate as of the
date
of the prospectus. Our business, financial condition, results of operations
and
prospects may have changed since that date.
Certain
statements contained in this prospectus constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1934, or the
“Securities
Act,”
and
Section 21E of the Securities Exchange Act of 1934, or the “Exchange
Act.”
Such
forward-looking statements involve known and unknown risks, uncertainties
and
other factors which may cause our actual results, levels of activity,
performance or achievements, or industry results, to be materially different
from any future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions; our
ability to implement our business strategies; our ability to meet anticipated
levels of sales and to not exceed anticipated levels of expense; our ability
to
complete pending acquisitions and to integrate completed acquisitions; our
ability to achieve anticipated benefits from recently initiated
alliances
and joint ventures; our ability to obtain financing when needed, whether
for
acquisitions, capital or other investments or general corporate purposes;
our
reliance on third party distributors, manufacturers and suppliers; competition;
changes in customer preferences; retention of key personnel; compliance with
government regulations; international sales and operations; the factors
discussed in this prospectus (including under the caption “Risk Factors”); and
other risks detailed from time-to-time in our reports filed with the Securities
and Exchange Commission (the “SEC”),
including our report on Form 10-K for the fiscal year ended June 30, 2005,
as
amended. As a result of the foregoing and other factors, no assurance can
be
given as to the future results, levels of activity and achievements and neither
Hain nor any person assumes responsibility for the accuracy and completeness
of
these statements. If one or more of these risks or uncertainties materialize,
or
if the underlying assumptions prove incorrect, actual outcomes may vary
materially from those indicated. The words “expect,” “estimate,” “anticipate,”
“predict” and similar expressions are intended to identify forward-looking
statements.
Our
principal executive offices are located at 58 South Service Road, Melville,
New
York 11747, and our telephone number is 631-730-2200. Our World Wide Web
site
address is www.hain-celestial.com. The information on our website is not
part of
this prospectus.
References
in this prospectus to “we,”
“us,”
“our,”
the
“Company”
and
“Hain”
refer
to The Hain Celestial Group, Inc. and its subsidiaries.
RISK
FACTORS
Prospective
investors should carefully consider the following factors and the other
information contained in this prospectus before purchasing any shares of
our
common stock. If
any of the following risks and uncertainties develop into actual events,
our
business, financial condition or results of operations could be materially
adversely affected. In such case, the trading price of our common stock could
decline, and you may lose all or part of your investment.
Hain’s
Markets Are Highly Competitive
Hain
operates in highly competitive geographic and product markets, and some of
its
markets are dominated by competitors with greater resources. Hain cannot
be
certain that it could successfully compete for sales to distributors or stores
that purchase from larger, more established companies that have greater
financial, managerial, sales and technical resources. In addition, Hain competes
for limited retailer shelf space for its products. Larger competitors, such
as
mainstream food companies including but not limited to Dean Foods Company,
General Mills, Inc., Nestle S.A., Kraft Foods Inc., Groupe Danone, Kellogg
Company, PepsiCo, Inc. and Sara Lee Corporation, also may be able to benefit
from economies of scale, pricing advantages or the introduction of new products
that compete with Hain’s products. Retailers also market competitive products
under their own private labels.
One
example of the competitiveness of the markets in which Hain participates
is in
the tea portion of the beverage market. Competitive factors in the tea industry
include product quality and taste, brand awareness among consumers, variety
of
specialty tea flavors, interesting or unique product names, product packaging
and package design, supermarket and grocery store shelf space, alternative
distribution channels, reputation, price, advertising and promotion. Hain’s
principal competitors on a national basis in the specialty tea market are
Thomas
J. Lipton Company, a division of Unilever PLC, and R.C. Bigelow, Inc. Unilever
has substantially greater financial resources than Hain. In addition, in
April
2004, Tazo Tea Company (a subsidiary of Starbucks Corporation) and Kraft
Foods
Global, Inc. (a subsidiary of Kraft Foods Inc.) announced a licensing agreement
whereby Tazo products may gain additional access to grocery channels through
placement by Kraft, which has substantially greater financial resources than
Hain. Additional competitors include a number of regional specialty tea
companies. There may be potential entrants which are not currently in the
specialty tea market who may have substantially greater resources than Hain.
Private label competition in the specialty tea category is currently minimal,
but growing.
In
the
future, competitors may introduce other products that compete with Hain’s
products and these competitive products may have an adverse effect on Hain’s
business, results of operations and financial condition.
Hain
also
competes with other manufacturers in the procurement of natural and organic
product ingredients, which may be less plentiful in the open market than
conventional product ingredients. This competition may increase in the future
along with increasing public demand for natural and organic products. This
could
cause Hain’s expenses to increase or could limit the amount of product that Hain
can manufacture and sell.
Consumer
Preferences for Hain’s Products Are Difficult to Predict and May Change
A
significant shift in consumer demand away from Hain’s products or Hain’s failure
to maintain its current market position could reduce Hain’s sales or the
prestige of its brands in its markets, which
could
harm Hain’s business. While Hain continues to diversify its product offerings,
Hain cannot be certain that demand for its products will continue at current
levels or increase in the future.
Hain’s
business is primarily focused on sales of natural and organic products in
markets geared to consumers of natural foods, specialty teas, non-dairy
beverages, cereals, breakfast bars, canned soups and vegetables, snacks and
cooking oils, which, if consumer demand for such categories were to decrease,
could harm its business. Consumer trends change based on a number of possible
factors, including:
· |
nutritional
values, such as a change in preference from fat free to reduced fat
to no
reduction in fat; and
|
· |
a
shift in preference from organic to non-organic and from natural
products
to non-natural products.
|
In
addition, Hain has other product categories, such as medically-directed food
products and other specialty food items, as well as natural health and beauty
care products. Hain is subject to evolving consumer preferences for these
products.
Hain’s
Acquisition Strategy Exposes Hain to Risk
Hain
intends to continue to grow its business in part through the acquisition
of new
brands, both in the United States and internationally. Hain’s acquisition
strategy is based on identifying and acquiring brands with products that
complement Hain’s existing product mix. Hain cannot be certain that it will be
able to:
· |
successfully
identify suitable acquisition candidates;
|
· |
negotiate
identified acquisitions on terms acceptable to Hain; or
|
· |
obtain
the necessary financing to complete such acquisitions.
|
Hain
may
encounter increased competition for acquisitions in the future, which could
result in acquisition prices Hain does not consider acceptable. Hain is unable
to predict whether or when any prospective acquisition candidate will become
available or the likelihood that any acquisition will be completed.
Hain’s
Future Success May Be Dependent on Its Ability to Integrate Brands That It
Acquires
Hain’s
future success may be dependent upon its ability to effectively integrate
new
brands that it acquires, including its ability to realize potentially available
marketing opportunities and cost savings, some of which may involve operational
changes. Hain cannot be certain:
· |
as
to the timing or number of marketing opportunities or amount of cost
savings that may be realized as the result of its integration of
an
acquired brand;
|
· |
that
a business combination will enhance Hain’s competitive position and
business prospects;
|
· |
that
Hain will not experience difficulties with customers, personnel or
other
parties as a result of a business combination; or
|
· |
that,
with respect to its acquisitions outside the United States, Hain
will not
be affected by, among other things, exchange rate risk.
|
In
addition, Hain cannot be certain that it will be successful in:
· |
integrating
an acquired brand’s distribution channels with Hain’s own;
|
· |
coordinating
sales force activities of an acquired brand or in selling the products
of
an acquired brand to Hain’s customer base; or
|
· |
integrating
an acquired brand into Hain’s management information systems or
integrating an acquired brand’s products into Hain’s product mix.
|
Additionally,
integrating an acquired brand into Hain’s existing operations will require
management resources and may divert Hain’s management from its day-to-day
operations. If Hain is not successful in integrating the operations of acquired
brands, Hain’s business could be harmed.
Hain
Is Dependent Upon the Services of Its Chief Executive Officer
Hain
is
highly dependent upon the services of Irwin D. Simon, its Chairman of the
Board,
President and Chief Executive Officer. Hain believes Mr. Simon’s reputation as
Hain’s founder and his expertise and knowledge in the natural and organic
products market are critical factors in Hain’s continuing growth. The loss of
the services of Mr. Simon could harm Hain’s business.
Hain
Relies on Independent Brokers and Distributors for a Substantial Portion
of Its
Sales
Hain
relies upon sales efforts made by or through non-affiliated food brokers
to
distributors and other customers, in addition to Hain’s own retail sales
organization. The loss of, or business disruption at, one or more of these
distributors or brokers may harm Hain’s business. If Hain was required to obtain
additional or alternative distribution and food brokerage agreements or
arrangements in the future, Hain cannot be certain that it will be able to
do so
on satisfactory terms or in a timely manner. In fiscal 2005, one of Hain’s
distributors, United Natural Foods, Inc., or “UNFI,”
accounted for approximately 22% of Hain’s net sales. Two of Hain’s distributors,
UNFI and Tree of Life, Inc., who redistribute products to natural foods
supermarkets, independent natural retailers and other retailers, accounted
for
approximately 23% and 14%, respectively, of Hain’s net sales for the fiscal year
ended June 30, 2004, and approximately 18% and 15%, respectively, for the
year
ended June 30, 2003. Hain’s inability to enter into satisfactory brokerage
agreements may inhibit Hain’s ability to implement its business plan or to
establish markets necessary to develop its products successfully. Food brokers
act as selling agents representing specific brands on a non-exclusive basis
under oral or written agreements generally terminable at any time on 30 days’
notice, and receive a percentage of net sales as compensation. Distributors
purchase directly for their own account for resale. In addition, the success
of
Hain’s business depends, in large part, upon the establishment and maintenance
of a strong distribution network.
Loss
of One or More of Hain’s Manufacturing Facilities Could Harm Hain’s Business
For
the
fiscal years ended June 30, 2005, 2004 and 2003, approximately 47%, 39% and
42%,
respectively, of Hain’s revenue was derived from products manufactured at Hain’s
manufacturing facilities. An interruption in or the loss of operations at
one or
more of these facilities, or the failure to maintain Hain’s labor force at one
or more of these facilities, could delay or postpone production of Hain’s
products, which could have a material adverse effect on Hain’s business, results
of operations and financial condition until Hain could secure an alternate
source of supply.
Hain
Relies on Independent Co-Packers to Produce Some or Most of Its Products
During
fiscal 2005, 2004 and 2003, approximately 53%, 61% and 58%, respectively,
of
Hain’s revenue was derived from products manufactured at independent co-packers.
In the U.S., Hain presently obtains:
· |
all
of its requirements for non-dairy beverages from five co-packers,
all of
which are under contract or other arrangements;
|
· |
all
of its U.S. requirements for rice cakes from one co-packer;
|
· |
all
of its Health Valley®
baked goods and cereal products from one co-packer, which is under
contract;
|
· |
all
of its cooking oils from one co-packer;
|
· |
principally
all of its Garden of Eatin’®
and Little Bear Organic Foods®
tortilla chips from three co-packers, one of which is under contract;
|
· |
a
portion of its requirements for the Yukon Gold, Red Bliss™,
Terra Blues™
and Potpourri™
potato chips and Frites™
line of Terra®
products from one co-packer, which is under contract;
|
· |
the
requirements for its canned soups from four co-packers, which are
under
contract;
|
· |
all
of its Earth’s Best®
baby food products from seven co-packers, which are under contract;
|
· |
a
portion of its Ethnic Gourmet®
products from one co-packer, which is under contract; and
|
· |
all
of its Zia®
Natural Skincare products from four co-packers, which are under contract
or other arrangements.
|
The
loss
of one or more co-packers, or Hain’s failure to retain co-packers for newly
acquired products or brands, could delay or postpone production of Hain’s
products, which could have a material adverse effect on Hain’s business, results
of operations and financial condition until such time as an alternate source
could be secured, which may be on less favorable terms.
Hain’s
Tea Ingredients Are Subject to Import Risk
Hain’s
tea brand purchases its ingredients from numerous foreign and domestic
manufacturers, importers and growers, with the majority of those purchases
occurring outside of the United States. Hain maintains long-term relationships
with most of its suppliers. Purchase arrangements with ingredient suppliers
are
generally made annually and in U.S. currency. Purchases are made through
purchase orders or contracts, and price, delivery terms and product
specifications vary.
Hain’s
botanical purchasers visit major suppliers around the world annually to procure
ingredients and to assure quality by observing production methods and providing
product specifications. Many ingredients are presently grown in countries
where
labor-intensive cultivation is possible, and where Hain often must educate
the
growers about product standards. Hain performs laboratory analysis on incoming
ingredient shipments for the purpose of assuring that they meet Hain’s quality
standards and those of the Food and Drug Administration, or the “FDA.”
Hain’s
ability to ensure a continuing supply of ingredients at competitive prices
depends on many factors beyond Hain’s control, such as foreign political
situations, embargoes, changes in national and world economic conditions,
currency fluctuations, forecasting adequate need of seasonal raw material
ingredients and unfavorable climatic conditions. Hain takes steps and will
continue to take steps intended to lessen the risk of an interruption of
botanical supplies, including identification of alternative sources and
maintenance of appropriate inventory levels. Hain has, in the past, maintained
sufficient supplies for its ongoing operations.
Hain’s
failure to maintain relationships with its existing suppliers or find new
suppliers, observe production standards for its foreign procured products
or
continue its supply of botanicals from foreign sources could harm Hain’s
business.
Hain’s
Future Results of Operations May be Adversely Affected by Escalating Fuel
Costs
Many
aspects of Hain’s business have been, and continue to be, directly affected by
the continuously rising cost of fuel. Increased fuel costs have translated
into
increased costs for the products and services Hain receives from its third
party
providers including, but not limited to, increased production and distribution
costs for Hain’s products. As the cost of doing business increases, Hain may not
be able to pass these higher costs on to its customers and, therefore, any
such
increase may adversely affect Hain’s earnings.
Hain
Is Subject to Risks Associated with Its International Sales and Operations,
Including Foreign Currency Risks
Operating
in international markets involves exposure to movements in currency exchange
rates, which are volatile at times. The economic impact of currency exchange
rate movements is complex because such changes are often linked to variability
in real growth, inflation, interest rates, governmental actions and other
factors. Consequently, isolating the effect of changes in currency does not
incorporate these other important economic factors. These changes, if material,
could cause adjustments to Hain’s financing and operating strategies. During
fiscal 2005, approximately 21% of Hain’s net sales were generated outside the
United States, while such sales outside the United States were 20% of net
sales
in 2004 and 17% in 2003.
Hain
expects sales from non-core U.S. markets to possibly represent an increasing
portion of its total net sales in the future. Hain’s non-U.S. sales and
operations are subject to risks inherent in conducting business abroad, many
of
which are outside Hain’s control, including:
· |
periodic
economic downturns and unstable political environments;
|
· |
price
and currency exchange controls;
|
· |
fluctuations
in the relative values of currencies;
|
· |
unexpected
changes in trading policies, regulatory requirements, tariffs and
other
barriers;
|
· |
compliance
with applicable foreign laws; and
|
· |
difficulties
in managing a global enterprise, including staffing, collecting accounts
receivable and managing distributors.
|
Hain’s
Inability to Use Its Trademarks Could Have a Material Adverse Effect on Hain’s
Business
Hain
believes that brand awareness is a significant component in a consumer’s
decision to purchase one product over another in the highly competitive food,
beverage and personal care industry. Although Hain endeavors to protect its
trademarks and trade names, there can be no assurance that these efforts
will be
successful, or that third parties will not challenge Hain’s right to use one or
more of its trademarks or trade names. Hain’s failure to continue to sell its
products under its established brand names could have a material adverse
effect
on Hain’s business, results of operations and financial condition. Hain believes
that its trademarks and trade names are significant to the marketing and
sale of
its products and that the inability to utilize certain of these names could
have
a material adverse effect on Hain’s business, results of operations and
financial condition.
Hain’s
Products Must Comply with Government Regulation
The
United States Department of Agriculture, or the “USDA,”
has
adopted regulations with respect to a national organic labeling and
certification program which became effective February 20, 2001, and fully
implemented on October 21, 2002. Hain currently manufactures approximately
650
organic
products which are covered by these regulations. Future developments in the
regulation of labeling of organic foods could require Hain to further modify
the
labeling of its products, which could affect the sales of its products and
thus
harm its business.
In
addition, on January 18, 2001, the FDA proposed new policy guidelines regarding
the labeling of genetically engineered foods. The FDA is currently considering
the comments it received before issuing final guidance. These guidelines,
if
adopted, could require Hain to modify the labeling of its products, which
could
affect the sales of its products and thus harm its business.
The
FDA
published the final rule amending the Nutritional Labeling regulations to
require declaration of “Trans Fatty Acids” in the nutritional label of
conventional foods and dietary supplements on July 11, 2003. The final rule
became effective on January 1, 2006. Additionally, an allergen labeling law
was
passed and signed on August 3, 2004. This law requires certain allergens
to be
clearly labeled by January 1, 2006. Hain has revised its labels in order
to be
in compliance with the final rules. Additionally, Canada adopted new food
labeling regulations that required implementation by December 12, 2005. These
regulations require a Nutritional Facts panel to be on most food packages.
Hain’s Yves products are subject to these regulations, as are all of Hain’s
other products sold into Canada. Any change in labeling requirements for
Hain
products may lead to an increase in packaging costs or interruptions or delays
in packaging deliveries.
Furthermore,
new government laws and regulations may be introduced in the future that
could
result in additional compliance costs, seizures, confiscations, recalls or
monetary fines, any of which could prevent or inhibit the development,
distribution and sale of Hain’s products. If Hain fails to comply with
applicable laws and regulations, it may be subject to civil remedies, including
fines, injunctions, recalls or seizures, as well as potential criminal
sanctions, which could have a material adverse effect on Hain’s business,
results of operations and financial condition.
Product
Recalls Could Have a Material Adverse Effect on Hain’s Business
Manufacturers
and distributors of products in Hain’s industry are sometimes subject to the
recall of their products for a variety of reasons, including for product
defects, such as ingredient contamination, packaging safety and inadequate
labeling disclosure. If any of Hain’s products are recalled due to a product
defect or for any other reason, Hain could be required to incur the expense
of
the recall or the expense of any resulting legal proceeding. Additionally,
if
one of Hain’s significant brands were subject to recall, the image of that brand
and of Hain could be harmed, which could have a material adverse effect on
Hain’s business.
Product
Liability Suits, If Brought, Could Have a Material Adverse Effect on Hain’s
Business
If
a
product liability claim exceeding Hain’s insurance coverage were to be
successfully asserted against Hain, it could harm Hain’s business. Hain cannot
assure you that such coverage will be sufficient to insure against claims
which
may be brought against it, or that Hain will be able to maintain such insurance
or obtain additional insurance covering existing or new products. As a marketer
of food, beverage and personal care products, Hain is subject to the risk
of
claims for product liability. Hain maintains product liability insurance
and
generally requires that its co-packers maintain product liability insurance
with
Hain as a co-insured.
Hain
Relies on Independent Certification for a Number of Its Natural and Organic
Food
Products
Hain
relies on independent certification, such as certifications of Hain’s products
as “organic” or “kosher,” to differentiate its products from others. The loss of
any independent certifications could
adversely
affect Hain’s market position as a natural and organic food company, which could
harm Hain’s business.
Hain
must
comply with the requirements of independent organizations or certification
authorities in order to label its products as certified. For example, Hain
can
lose its “organic” certification if a manufacturing plant becomes contaminated
with non-organic materials, or if not properly cleaned after a production
run.
In addition, all raw materials must be certified organic. Similarly, Hain
can
lose its “kosher” certification if a manufacturing plant and raw materials do
not meet the requirements of the appropriate kosher supervision organization.
Due
to the Seasonality of Many of Hain’s Products, Including Hain’s Tea Products,
and Other Factors, Hain’s Operating Results Are Subject to Quarterly
Fluctuations
Hain’s
tea brand manufactures and markets hot tea products and, as a result, its
quarterly results of operations reflect seasonal trends resulting from increased
demand for its hot tea products in the cooler months of the year. In addition,
some of Hain’s other products (e.g., baking and cereal products and soups) also
show stronger sales in the cooler months while Hain’s snack food product lines
are stronger in the warmer months. Quarterly fluctuations in Hain’s sales volume
and operating results are due to a number of factors relating to Hain’s
business, including the timing of trade promotions, advertising and consumer
promotions and other factors, such as seasonality, inclement weather and
unanticipated increases in labor, commodity, energy, insurance or other
operating costs. The impact on sales volume and operating results due to
the
timing and extent of these factors can significantly impact Hain’s business. For
these reasons, you should not rely on Hain’s quarterly operating results as
indications of future performance.
Hain’s
Growth is Dependent on Its Ability to Introduce New Products and Improve
Existing Products
Hain’s
growth depends in large part on its ability to generate and implement
improvements to its existing products and to introduce new products to
consumers. The innovation and product improvements are affected by the level
of
funding that can be made available, the technical capability of Hain’s research
and development department in developing and testing product prototypes,
and the
success of management in rolling out the resulting improvements in a timely
manner. If Hain is unsuccessful in implementing product improvements that
satisfy the demands of consumers, Hain’s business could be harmed.
The
Profitability of Hain’s Operations is Dependent on Its Ability to Manage Its
Inventory
Hain’s
profit margins depend on its ability to manage its inventory efficiently.
As
part of Hain’s effort to manage its inventory more efficiently, Hain carried out
a SKU rationalization program which resulted in the discontinuation of numerous
lower-margin or low-turnover SKUs. However, a number of factors, such as
changes
in customers’ inventory levels, access to shelf space and changes in consumer
preferences, may lengthen the number of days Hain carries certain inventories,
hence impeding its effort to manage its inventory efficiently.
Hain’s
Officers and Directors May Be Able to Control Hain’s Actions
Hain’s
officers and directors beneficially owned approximately 11.6% of Hain’s common
stock as of September 1, 2005. Accordingly, Hain’s officers and directors may be
in a position to influence the election of Hain’s directors and otherwise
influence stockholder action.
Hain’s
Ability to Issue Preferred Stock May Deter Takeover Attempts
Hain’s
board of directors is empowered to issue, without stockholder approval,
preferred stock with dividends, liquidation, conversion, voting or other
rights
which could decrease the amount of earnings and assets available for
distribution to holders of Hain’s common stock and adversely affect the relative
voting power or other rights of the holders of Hain’s common stock. In the event
of issuance, the preferred stock could be used as a method of discouraging,
delaying or preventing a change in control. Hain’s amended and restated
certificate of incorporation authorizes the issuance of up to 5,000,000 shares
of “blank check” preferred stock with such designations, rights and preferences
as may be determined from time to time by Hain’s board of directors. Although
Hain has no present intention to issue any shares of its preferred stock,
Hain
may do so in the future under appropriate circumstances.
Future
Sales or the Perception of Future Sales of Hain’s Common Stock Could Adversely
Affect Hain’s Stock Price.
The
market price of Hain’s common stock could decline as a result of sales of
substantial amounts of Hain’s common stock in the public market, or the
perception that those sales could occur. These sales or the possibility that
they may occur also could make it more difficult for Hain to raise funds
in any
equity offering in the future at a time and price that Hain deems
appropriate.
USE
OF PROCEEDS
Unless
otherwise set forth in a prospectus supplement, we intend to use the net
proceeds of any offering of securities sold for general corporate purposes,
which may include acquisitions, repayment of debt, capital expenditures and
working capital. When a particular series of securities is offered, the
prospectus supplement relating to that offering will set forth our intended
use
of the net proceeds received from the sale of those securities. The net proceeds
may be invested temporarily in short-term marketable securities or applied
to
repay short-term debt until they are used for their stated purpose.
Unless
otherwise set forth in a prospectus supplement, we will not receive any proceeds
in the event that the securities are sold by a selling
securityholder.
DESCRIPTION
OF SECURITIES
This
prospectus contains summary descriptions of the common stock, preferred stock
and warrants that we or selling securityholders may sell from time to time.
These summary descriptions are not meant to be complete descriptions of each
security. The particular terms of any security will be described in the related
prospectus supplement.
DESCRIPTION
OF COMMON STOCK
General
Our
authorized capital stock consists of 100,000,000 shares of common stock,
$.01
par value per share, and 5,000,000 shares of preferred stock, $.01 par value
per
share. As of February 2, 2006, there were 38,096,572 shares of our common
stock
outstanding.
The
following description is qualified in all respects by reference to our amended
and restated certificate of incorporation and our amended and restated
bylaws.
Common
Stock
Each
share of common stock entitles the holder thereof to one vote on all matters
submitted to a vote of the stockholders. Since the holders of common stock
do
not have cumulative voting rights, holders of more than 50% of the outstanding
shares can elect all of our directors then being elected and holders of the
remaining shares by themselves cannot elect any directors. The holders of
common
stock do not have preemptive rights or rights to convert their common stock
into
other securities. Holders of common stock are entitled to receive ratably
such
dividends as may be declared by our board of directors out of funds legally
available therefor. In the event of our liquidation, dissolution or winding
up,
holders of the common stock have the right to a ratable portion of the assets
remaining after payment of liabilities. All outstanding shares of common
stock
are fully paid and nonassessable.
Certificate
of Incorporation and Bylaws
Pursuant
to the Delaware General Corporation Law, or the “DGCL,”
the
power to adopt, amend and repeal bylaws is conferred solely upon the
stockholders unless the corporation’s certificate of incorporation also confers
such power upon the board of directors. Under our amended and restated
certificate of incorporation, our board of directors is granted the power
to
amend our amended and restated bylaws. Our amended and restated bylaws provide
that each director has one vote on each matter for which directors are entitled
to vote. Our amended and restated certificate of incorporation and/or amended
and restated bylaws also provide that (1) from time to time, by resolution,
our board of directors has the power to change the number of directors,
(2) the directors will hold office until the next annual meeting of
stockholders and until their respective successors are elected and qualified,
and (3) special meetings of stockholders may only be called by our board of
directors or certain of our officers. These provisions, in addition to the
existence of authorized but unissued capital stock, may have the effect,
either
alone or in combination with each other, of making more difficult, or
discouraging unsolicited third parties from, an acquisition of us which has
been
deemed undesirable by our board of directors. Our board of directors currently
has twelve members.
Section
203 of the Delaware Law
Section
203 of the DGCL prohibits a publicly held Delaware corporation from engaging
in
a “business combination” with an “interested stockholder” for a period of three
years after the date of the
transaction
in which the person became an interested stockholder, unless (1) prior to
the date of the business combination, the transaction is approved by the
board
of directors of the corporation; (2) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock outstanding
at the
time the transaction commenced, or (3) on or after such date the business
combination is approved by the board of directors and by the affirmative
vote of
at least 66-2/3% of the outstanding voting stock that is not owned by the
interested stockholder. A “business combination” includes mergers, asset sales
and other transactions resulting in a financial benefit to the stockholder.
An
“interested stockholder” is a person, who, together with affiliates and
associates, owns (or within three years, did own) 15% or more of the
corporation’s voting stock. This provision of law could discourage, prevent or
delay a change in management or stockholder control of us, which could have
the
effect of discouraging bids and thereby prevent stockholders from receiving
the
maximum value for their shares, or a premium for their shares in a hostile
takeover situation.
Transfer
Agent and Registrar
The
Transfer Agent and Registrar for the common stock is Continental Stock Transfer
& Trust Company, New York, New York.
DESCRIPTION
OF PREFERRED STOCK
We
are
authorized by our amended and restated certificate of incorporation to issue
a
maximum of 5,000,000 shares of preferred stock, in one or more series and
containing such rights, privileges and limitations including voting rights,
dividend rates, conversion privileges, redemption rights and terms, redemption
prices and liquidation preferences, as our board of directors may, from time
to
time, determine. On the date of this prospectus, no shares of our preferred
stock are outstanding.
The
issuance of shares of preferred stock pursuant to our board of directors’
authority described above could decrease the amount of earnings and assets
available for distribution to holders of common stock, and otherwise adversely
affect the rights and powers, including voting rights, of such holders and
may
have the effect of delaying or preventing us from being subject to a change
in
control. See “Risk Factors — Hain’s Ability To Issue Preferred Stock May Deter
Takeover Attempts.” We are not required by the DGCL to seek stockholder approval
prior to any issuance of authorized but unissued stock and our board of
directors does not currently intend to seek stockholder approval prior to
any
issuance of authorized but unissued stock, unless otherwise required by
law.
The
prospectus supplement relating to any series of preferred stock that we may
offer will contain the specific terms of the preferred stock. These terms
may
include the following:
· |
the
title of the series and the number of shares in the series;
|
· |
the
price at which the preferred stock will be offered;
|
· |
the
dividend rate or rates or method of calculating the rates, the dates
on
which the dividends will be payable, whether or not dividends will
be
cumulative or non-cumulative and, if cumulative, the dates from which
dividends on the preferred stock being offered will cumulate;
|
· |
the
voting rights, if any, of the holders of shares of the preferred
stock
being offered;
|
· |
the
provisions for a sinking fund, if any, and the provisions for redemption,
if applicable, of the preferred stock being offered;
|
· |
the
liquidation preference per share;
|
· |
the
terms and conditions, if applicable, upon which the preferred stock
being
offered will be convertible into our common stock, including the
conversion price, or the manner of calculating the conversion price,
and
the conversion period;
|
· |
the
terms and conditions, if applicable, upon which the preferred stock
being
offered will be exchangeable for debt securities, including the exchange
price, or the manner of calculating the exchange price, and the exchange
period;
|
· |
any
listing of the preferred stock being offered on any securities exchange;
|
· |
whether
interests in the shares of the series will be represented by depositary
shares;
|
· |
a
discussion of any material U.S. federal income tax considerations
applicable to the preferred stock being offered;
|
· |
the
relative ranking and preferences of the preferred stock being offered
as
to dividend rights and rights upon liquidation, dissolution or the
winding
up of our affairs;
|
· |
any
limitations on the issuance of any class or series of preferred stock
ranking senior or equal to the series of preferred stock being offered
as
to dividend rights and rights upon liquidation, dissolution or the
winding
up of our affairs;
|
· |
information
with respect to book-entry procedures, if applicable;
and
|
· |
any
additional rights, preferences, qualifications, limitations and
restrictions of the series.
|
DESCRIPTION
OF WARRANTS
We
may
issue warrants to purchase equity securities. Each warrant will entitle the
holder to purchase for cash the amount of equity securities at the exercise
price stated or determinable in the prospectus supplement for the warrants.
We
may issue warrants independently or together with any offered securities.
The
warrants may be attached to or separate from those offered securities. We
will
issue the warrants under warrant agreements to be entered into between us
and a
bank or trust company, as warrant agent, all as described in the applicable
prospectus supplement. The warrant agent will act solely as our agent in
connection with the warrants and will not assume any obligation or relationship
of agency or trust for or with any holders or beneficial owners of
warrants.
The
prospectus supplement relating to any warrants that we may offer will contain
the specific terms of the warrants. These terms may include the following:
· |
the
title of the warrants;
|
· |
the
price or prices at which the warrants will be issued;
|
· |
the
designation, amount and terms of the securities for which the warrants
are
exercisable;
|
· |
the
designation and terms of the other securities, if any, with which
the
warrants are to be issued and the number of warrants issued with
each
other security;
|
· |
the
aggregate number of warrants;
|
· |
any
provisions for adjustment of the number or amount of securities receivable
upon exercise of the warrants or the exercise price of the warrants;
|
· |
the
price or prices at which the securities purchasable upon exercise
of the
warrants may be purchased;
|
· |
the
date on and after which the warrants and the securities purchasable
upon
exercise of the warrants will be separately transferable, if applicable;
|
· |
a
discussion of any material U.S. federal income tax considerations
applicable to the exercise of the warrants;
|
· |
the
date on which the right to exercise the warrants will commence, and
the
date on which the right will expire;
|
· |
the
maximum or minimum number of warrants that may be exercised at any
time;
|
· |
information
with respect to book-entry procedures, if any;
and
|
· |
any
other terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the
warrants.
|
LEGAL
MATTERS
The
validity of the securities has been passed upon for us by Cahill Gordon &
Reindel llp,
New
York, New York. Cahill Gordon & Reindel llp
acts as
our regular outside counsel. Roger Meltzer, a partner of Cahill Gordon &
Reindel llp,
is also
a member of our board of directors. Mr. Meltzer receives compensation as a
board member.
EXPERTS
The
consolidated financial statements of Hain appearing in its Annual Report
on Form
10-K for the year ended June 30, 2005 (including the schedule appearing
therein), Amendment No. 1 to its Annual Report on Form 10-K for the year
ended
June 30, 2005 (including the schedule appearing therein), and Hain’s
management’s assessment of the effectiveness of internal control over financial
reporting as of June 30, 2005 included therein, have been audited by Ernst
&
Young LLP, independent registered public accounting firm, as set forth in
their
reports thereon, included therein, and incorporated herein by reference.
Such
consolidated financial statements and management’s assessment are incorporated
herein by reference in reliance upon such reports given on the authority
of such
firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are a
Delaware corporation. Our principal executive offices are located at 58 South
Service Road, Melville, NY 11747, and our telephone number is (631)
730-2200.
We
file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements or other information
that we file at the SEC’s public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our public filings are also available
to the public from commercial document retrieval services, at the Internet
Web
site maintained by the SEC at www.sec.gov,
and on
our web site, www.hain-celestial.com.
The
information on our web site is not part of this prospectus.
Our
common stock is quoted on Nasdaq under the symbol “HAIN.” You may inspect
reports and other information concerning us at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington,
D.C.
20016.
The
SEC
allows us to “incorporate by reference” information into this prospectus, which
means that we can disclose important information to you by referring you
to
those documents filed separately with the SEC. The information incorporated
by
reference is considered part of this prospectus, except for any information
superseded by information contained directly in this prospectus. Information
that we file later with the SEC will automatically update and supersede this
information. This prospectus incorporates by reference the documents described
below that we previously filed with the SEC. These documents contain important
information about us and our financial condition.
The
following documents listed below that we have previously filed with the SEC
are
incorporated by reference:
· |
our
annual report on Form 10-K filed with the SEC for the fiscal year
ended
June 30, 2005;
|
· |
Amendment
No. 1 to our annual report on Form 10-K filed with the SEC for the
fiscal
year ended June 30, 2005;
|
· |
our
quarterly reports on Form 10-Q filed with the SEC for the fiscal
quarters
ended September 30, 2005 and December 31,
2005;
|
· |
our
current reports on Form 8-K filed with the SEC on August 26, 2005,
November 4, 2005, December 8, 2005 and December 19,
2005;
|
· |
our
current report on Form 8-K/A (Amendment No. 1) filed with the SEC
on
December 20, 2005;
|
· |
our
revised definitive proxy statement on Schedule 14A filed with the
SEC on
October 31, 2005; and
|
· |
the
description of our common stock contained in our registration statement
on
Form 8-A/A dated November 12, 1993 and any amendment or report filed
for
the purpose of updating such description.
|
All
documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) under
the
Exchange Act shall also be deemed to be incorporated by reference in this
prospectus, unless otherwise provided in the relevant document. These additional
documents include periodic reports, such as Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.
Upon
request, we will provide without charge to each person to whom a prospectus
is
delivered, including any beneficial owner, a copy of any or all of the
information that has been incorporated by reference in this prospectus. If
you
would like to obtain this information from us, please direct your request,
either in writing or by telephone, to
The
Hain
Celestial Group, Inc.
Attention:
Investor Relations
58
South
Service Road
Melville,
New York, 11747
(631)
730-2200
The
Hain
Celestial Group, Inc., the Hain logos and all other Hain product and service
names are registered trademarks or trademarks of The Hain Celestial Group,
Inc.
in the USA and in other select countries. “®” and “™” indicate USA registration
and USA trademark, respectively. Other third party logos and product/trade
names
are registered trademarks or trade names of their respective
companies.
The
Hain Celestial Group, Inc.
Common
Stock
Preferred
Stock
Warrants
_______________
PROSPECTUS
________________
March
3, 2006
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