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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 18, 2005
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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 (Commission (I.R.S. Employer
of incorporation) File Number) 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))
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Item 8.01. Other Events.
The Board of Directors of the Company has authorized the repurchase of up
to one million shares of Common Stock of the Company pursuant to the Company's
Common Stock repurchase program, subject to the limitations in the Company's
amended and restated credit agreement (the "Credit Agreement"). The Credit
Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on
Form 8-K dated April 22, 2004, limits the aggregate payment for repurchases of
the Company's shares to $20 million plus 25% of the cumulative Consolidated Net
Income (Net Loss) (as defined in the Credit Agreement) since January 1, 2004.
Between January 1, 2004 and March 31, 2005, the Company repurchased 139,040
shares at an aggregate cost of $2,539,471. At the current trading price of
approximately $17.94 per share, the full authorized amount of one million shares
may be acquired within the limitations in the Credit Agreement. This
authorization supersedes all previous Board authorizations to repurchase shares
of Common Stock.
The purchases may be made, at management's discretion, through open market
purchases, block purchases and privately negotiated transactions. Purchases may
occur from time to time.
The Board of Directors approved the repurchase program because of the
Company's belief that the Company's shares are undervalued in relation to its
performance. The Board may change the authorized amount of repurchases at any
time.
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: April 18, 2005
THE HAIN CELESTIAL GROUP, INC.
(Registrant)
By: /s/ Ira J. Lamel
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Name: Ira J. Lamel
Title: Executive Vice President and
Chief Financial Officer