Hain Celestial Group 8K - 12/19/05
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 16,
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
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
2.01 Acquisition or Disposition of Assets.
On
December 16, 2005, The Hain Celestial Group, Inc., a Delaware corporation
(“Hain”), acquired the stock of Spectrum Organic Products, Inc., a California
corporation (“Spectrum”), through a merger (the “Merger”) of Spectrum with and
into Spectrum Organic Products, LLC, a California limited liability company
and
a newly formed wholly owned subsidiary of Hain, under the terms of the
previously-announced Agreement and Plan of Merger, dated August 23, 2005,
between Hain and Spectrum.
Consideration
paid by Hain was approximately $0.3485 in cash and 0.017929 shares of Hain
common stock, in each case per share of Spectrum common stock. Hain also assumed
Spectrum’s liabilities.
Hain
funded the cash portion of the Merger consideration through borrowings under
its
existing credit facility and cash on hand.
Hain’s
press release regarding consummation of the Merger is attached as Exhibit 99.1
to this Current Report on Form 8-K, and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
(99.1)
Press release of Hain dated December 19, 2005.
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
19, 2005
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THE
HAIN CELESTIAL GROUP, INC.
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|
(Registrant)
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| |
| |
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By: /s/
Ira J. Lamel
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Name:
Ira
J. Lamel
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Title:
Executive
Vice President and
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Chief
Financial
Officer
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