Hain Celestial Group, Inc. 8K - 05/02/06
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): May 2,
2006
————————————
THE
HAIN CELESTIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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|
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:
[
]
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
May 2,
2006, The Hain Celestial Group, Inc. (“Hain” or the “Registrant”) completed a
private placement of $150 million aggregate principal amount of senior notes
due
2016 (the “notes”). The notes bear interest at a fixed rate of 5.98% (subject to
increase under certain circumstances).
On
May 2,
2006, Hain entered into an amended and restated credit agreement with $250
million in revolving commitments and an uncommitted $100 million accordion
feature, under which the facility may be increased to $350 million. The maturity
has also been extended from April 22, 2009 to May 2, 2011.
On
May 3,
2006, Hain issued the press release attached hereto as Exhibit 99.1, which
is
incorporated herein by reference. The amended and restated credit agreement
and
the note purchase agreement governing the terms of the notes are attached hereto
as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
reference.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
|
Exhibit
No.
|
Description
|
|
10.1
|
Amended
and Restated Credit Agreement, dated as of May 2, 2006, by and among
the
Registrant, Bank of America, N.A., as Administrative Agent, Keybank
National Association and Citibank, N.A., as Co-Syndication Agents,
First
Pioneer Farm Credit, ACA and HSBC Bank USA, N.A., as Co-Documentation
Agents, North Fork Bank, as Managing Agent, and the lenders party
thereto.
|
|
10.2
|
Note
Purchase Agreement, dated as of May 2, 2006, by and among the Registrant
and the several purchasers named therein.
|
|
99.1
|
Press
Release dated May 3, 2006.
|
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: May
3,
2006
THE
HAIN
CELESTIAL GROUP, INC.
(Registrant)
By:
/s/
Ira J. Lamel
Name: Ira
J.
Lamel
Title: Executive
Vice President and
Chief Financial Officer