SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 17, 2003
THE HAIN CELESTIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22818 22-3240619
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
58 South Service Road
Melville, New York 11747
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (631) 730-2200
Item 2. Acquisition or Disposition of Assets.
On June 17, 2003, The Hain Celestial Group, Inc., a Delaware corporation
("Hain" or the "Registrant"), acquired the stock of Acirca, Inc., a Delaware
corporation ("Acirca"), through a merger (the "Merger") of Citrus Acquisition
Corp., a Delaware corporation and a newly formed wholly owned subsidiary of Hain
("Citrus Acquisition Corp.") with and into Acirca, under the terms of an
Agreement and Plan of Merger, dated June 17, 2003 among Hain, Acirca and Citrus
Acquisition Corp.
Aggregate consideration paid by Hain was approximately $13.5 million,
comprised of a combination of cash, 134,797 shares of Hain common stock and the
repayment of certain of Acirca's liabilities. Stockholders of Acirca prior to
the Merger retained Acirca's Organic Ingredients business.
Hain funded the cash portion of the Merger consideration through borrowings
under its existing credit facility.
Hain's press release issued upon consummation of the Merger is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of business acquired.
The financial statements required by this Item will be filed by Hain by
amendment to this Current Report on Form 8-K no later than August 29, 2003.
(b) Pro forma financial information.
The pro forma financial information required by this Item will be filed by
Hain by amendment to this Current Report on Form 8-K no later than August 29,
2003.
(c) Exhibits.
(99.1) Press release of Hain dated June 17, 2003.
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.
THE HAIN CELESTIAL GROUP, INC.
Dated: July 1, 2003 By: /s/ Ira J. Lamel
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Ira J. Lamel
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Number Description
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(99.1) Press release of Hain dated June 17, 2003.