Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
Commission
File Number 0-22818
NOTIFICATION
OF LATE FILING
(Check
One):
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ý Form
10-K
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¨ Form
11-K
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¨ Form
20-F
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¨ Form
10-Q
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¨ Form
N-SAR
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For
Period Ended: June
30, 2007
¨ Transition
Report on Form 10-K
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¨ Transition
Report on Form 10-Q
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¨ Transition
Report on Form 20-F
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¨ Transition
Report on Form N-SAR
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¨ Transition
Report on Form 11-K
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For
the
Transition Period
Ended:________________________________________________________________________________________
Read
Instructions (on back page) Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has
verified
any information contained
herein.
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If
the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
Part
I. Registrant Information
Full
name
of registrant: The
Hain Celestial Group, Inc.
Former
name if
applicable:____________________________________________________________________________________________
Address
of principal executive office (Street
and number):
58
South Service Road
City,
State and Zip Code: Melville,
NY 11747
Part
II. Rules 12b-25 (b) and (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
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(a)
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The
reasons described in reasonable detail in Part III of this form could
not
be eliminated without unreasonable effort or expense;
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(b)
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The
subject annual report, semi-annual report, transition report on Form
10-K,
20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before
the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed
due date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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Part
III. Narrative
State
below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR
or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
The
Hain
Celestial Group, Inc. is filing this notice in connection with its Annual Report
on Form 10-K for the year ended June 30, 2007. In response to the previously
disclosed notice from the Securities and Exchange Commission 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 legal counsel for the specific
purpose of the investigation, at the direction of a group of independent
directors. 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.
Part
IV. Other Information
(1) Name
and
telephone number of person to contact in regard to this
notification
Ira
J. Lamel
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631
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730-2200
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(Name)
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(Area
code)
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(Telephone
number)
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(2) Have
all
other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s).
(3) Is
it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
If
so:
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The
Hain
Celestial Group, Inc.
(Name
of
registrant as specified in charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
August
29, 2007
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By:
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/s/
Ira J. Lamel |
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Name:
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Ira
J. Lamel
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Title:
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Chief
Financial Officer
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any
other
duly authorized representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the statement is signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf
of the registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omission of fact constitute Federal Criminal Violations
(See 18 U.S. C. 1001).
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