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): August 29,
2007
————————————
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:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02. Results of Operations and Financial Condition.
The
information contained in this Current Report on Form 8-K, including the exhibit
attached hereto, is being furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition." This information shall not be deemed to
be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section, or incorporated by reference into any filing under the Securities
Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth
by specific reference in such filing.
On
August
29, 2007, The Hain Celestial Group, Inc. announced results for the quarter
and
twelve months ended June 30, 2007 and disclosed that it was not yet in a
position to file its Annual Report on Form 10-K for the year ended June 30,
2007
in light of the matters discussed under Item 8.01.
A
copy of
the press release containing the announcement is included as Exhibit 99.1 to
this Current Report and is incorporated herein by reference.
Item
8.01 Other Events
In
response to the previously disclosed notice from the Securities and Exchange
Commission (the “SEC”) that it was conducting an inquiry into the Company’s
stock option practices, the Company undertook a review of past practices in
connection with grants of stock options. This review is being conducted with
newly engaged outside legal counsel for the specific purpose of the
investigation, at the direction of a group of independent directors. As
previously disclosed, the Company is cooperating with the SEC’s
investigation.
While
counsel’s review is substantially complete, the Company is not yet in a position
to file its Annual Report on Form 10-K for the year ended June 30, 2007.
Therefore, the financial information included in the attached release remains
unaudited and certain items in the balance sheet, such as shareholder equity
and
deferred tax accounts, are subject to the conclusion of the review.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
No.
|
Description
|
99.1
|
Press
Release dated August 29, 2007.
|
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: August
29, 2007
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
|