Hain Celestial Group 8K/A - 12/02/05
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
————————————
FORM
8-K/A
(Amendment
No. 1)
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 2,
2005
————————————
THE
HAIN CELESTIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
————————————
|
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
December 19, 2005, The Hain Celestial Group, Inc. (the "Company"), HJH One,
L.L.C. (the "Selling Stockholder"), which is an affiliate of H.J. Heinz Company
(together with its affiliates, “Heinz”), UBS Securities LLC, Banc of America
Securities LLC and J.P. Morgan Securities Inc. entered into an underwriting
agreement (the "Underwriting Agreement") relating to the public offering at
$20.00 per share of 5,295,957 shares of the Company's common stock, par value
$.01 per share (the "Common Stock") by the Selling Stockholder. The Selling
Stockholder has also agreed to sell up to 794,394 shares of the Company's Common
Stock if the underwriters exercise in full their over-allotment option. The
shares offered by the Selling Stockholder are being sold pursuant to the
Company's shelf registration statement on Form S-3 (No. 333-130090), as amended
(the "Registration Statement"), which was previously declared effective by
the
Securities and Exchange Commission ("SEC"), the base prospectus included therein
and the prospectus supplement dated December 20, 2005 and filed with the SEC.
The Underwriting Agreement is included as Exhibit 1.1 hereto and is hereby
incorporated by reference herein and into the Registration Statement. The
Company’s press release announcing the pricing of the offering is included as
Exhibit 99.1 hereto and is hereby incorporated by reference herein and into
the
Registration Statement.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
(1.1) Underwriting
Agreement, dated as of December 19, 2005, by and among The Hain Celestial Group,
Inc., HJH One, L.L.C., UBS Securities LLC, Banc of America Securities LLC and
J.P. Morgan Securities Inc.
(99.1) Press
release of Hain dated December 20, 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
20, 2005
THE
HAIN
CELESTIAL GROUP, INC.
(Registrant)
By: /s/
Ira J. Lamel
Name: Ira
J.
Lamel
Title:
Executive
Vice President and
Chief
Financial Officer