As filed with the Securities and Exchange Commission on January 13, 2004
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3240619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
58 South Service Road
Melville, New York 11747
(Address of principal executive offices) (Zip Code)
THE HAIN CELESTIAL GROUP, INC.
2002 Long Term Incentive and Stock Award Plan
2000 Directors Stock Option Plan
Irwin D. Simon
Chairman of the Board,
President and Chief Executive Officer
The Hain Celestial Group, Inc.
58 South Service Road
Melville, New York 11747
(Name and address of agent for service)
(631) 730-2200
(Telephone number, including area code, of agent for service)
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copy to:
Roger Meltzer, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
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CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered (1) Registered Offering Price Per Share Aggregate Offering Price (2) Registration Fee
(2) (2)
Common Stock, par value 1,500,000 shares (3) $22.50 $33,750,000 $2,730.38
$.01 per share
Common Stock, par value 200,000 shares (4) $22.50 $4,500,000 $364.05
$.01 per share
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers any additional securities to be offered or
issued from stock splits, stock dividends or similar transactions.
(2) Computed in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, by averaging the high and low sales prices of the Registrant's
common stock reported on the Nasdaq National Market for January 9, 2004.
(3) Represents shares of Common Stock issuable pursuant to The Hain Celestial
Group, Inc. 2002 Long Term Incentive and Stock Award Plan.
(4) Represents shares of Common Stock issuable pursuant to The Hain Celestial
Group, Inc. 2000 Directors Stock Option Plan.
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EXPLANATORY NOTE
The Hain Celestial Group, Inc. ("Hain" or the "Registrant") has prepared
this Registration Statement in accordance with the requirements of Form S-8
under the Securities Act of 1933, as amended (the "Securities Act"), to register
(i) an additional 1,500,000 shares of common stock authorized for issuance under
the Registrant's 2002 Long Term Incentive and Stock Award Plan, as amended (the
"2002 Plan") and (ii) an additional 200,000 shares of common stock authorized
for issuance under the Registrant's 2000 Directors Stock Option Plan (the
"Directors Plan"). A registration statement on Form S-8 (File No. 333-102017)
was filed with the Securities and Exchange Commission (the "Commission") on
December 19, 2002, covering the registration of 1,600,000 shares authorized for
issuance under the 2002 Plan. A registration statement on Form S-8 (File No.
333-33828) was filed with the Commission on March 31, 2000, covering the
registration of 750,000 shares authorized for issuance under the Directors Plan.
Pursuant to General Instruction E of Form S-8, this Registration Statement is
being filed to register an additional 1,500,000 shares under the 2002 Plan and
an additional 200,000 shares under the Directors Plan. Pursuant to such
Instruction E, the contents of the registration statements on Form S-8 (File
Nos. 333-102017 and 333-33828) are incorporated herein by reference. The current
registration of 1,500,000 shares will increase the number of shares registered
under the 2002 Plan from 1,600,000 shares to 3,100,000 shares. The current
registration of 200,000 shares will increase the number of shares registered
under the Directors Plan from 750,000 to 950,000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
-----------------------------------
The following documents have been filed by the Registrant with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(1) The description of Hain's Common Stock contained in Hain's
Registration Statement on Form 8-A/A dated November 12, 1993 and any
amendment or report filed for the purpose of updating such
description;
(2) Hain's annual report on Form 10-K filed with Commission for the fiscal
year ended June 30, 2003;
(3) Hain's quarterly report on Form 10-Q filed with the Commission for the
three-month period ended September 30, 2003; and
(4) Hain's current report on Form 8-K filed on July 31, 2003, as amended
on September 2, 2003, and September 18, 2003.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
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Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon for the Registrant by Cahill Gordon & Reindel
LLP, 80 Pine Street, New York, New York 10005. From time to time, Cahill Gordon
& Reindel LLP has represented and may continue to represent the Registrant and
its subsidiaries in connection with various legal matters. Roger Meltzer, a
partner of Cahill Gordon & Reindel LLP, is also a member of the Registrant's
board of directors. Mr. Meltzer receives compensation as a board member.
ITEM 8. EXHIBITS.
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The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
4.1 The Hain Celestial Group, Inc. 2002 Long Term Incentive and
Stock Award Plan (incorporated by reference to Exhibit 4.1 to
the Registrant's Registration Statement on Form S-8
(Commission File No. 333-102017), filed with the Commission
on December 19, 2002).
4.2 The Hain Celestial Group, Inc. 2000 Directors Stock Option Plan
(incorporated by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 Commission File No.
333-33828), filed with the Commission on March 31, 2000).
4.3 Amendment No. 1 to The Hain Celestial Group, Inc. 2002 Long Term
Incentive and Stock Award Plan.
4.4 Amendment No. 1 to The Hain Celestial Group, Inc. 2000 Directors
Stock Option Plan.
5 Opinion of Cahill Gordon & Reindel LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5).
24 Powers of Attorney authorizing execution of Registration
Statement on Form S-8 on behalf of certain directors of
Registrant (included on signature pages to the Registration
Statement).
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the State of New York, on this 13th day of
January, 2004.
THE HAIN CELESTIAL GROUP, INC.
By: /s/ Ira J. Lamel
---------------------------------
Name: Ira J. Lamel
Title: Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary
Each person whose signature appears below in so signing also makes,
constitutes and appoints Irwin D. Simon and Ira J. Lamel, and each of them
acting alone, his true and lawful attorney-in-fact, with full power of
substitution, for him in any and all amendments and post-effective amendments to
this registration statement, and any registration statement or statements on
Form S-8 to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, with respect to shares of common stock of
the Company to be issued under The Hain Celestial Group, Inc. 2002 Long Term
Incentive and Stock Award Plan or The Hain Celestial Group, Inc. 2000 Directors
Stock Option Plan, and to file the same (including any amendments to such
registration statement and any additional registration statements filed in
accordance with General Instruction E to Form S-8 to register additional
securities), and all post-effective amendments thereto, together with exhibits
to any such registration statements or amendments and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or said attorney-in-fact's substitute or substitutes may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed as of January 13, 2004 by
the following persons in the capacities indicated.
/s/ Irwin D. Simon Chairman of the Board of Directors,
---------------------------------------------- President and Chief Executive Officer
Irwin D. Simon (Principal Executive Officer)
/s/ Ira J. Lamel Executive Vice President, Chief
---------------------------------------------- Financial Officer, Treasurer and
Ira J. Lamel Secretary (Principal Financial and
Accounting Officer)
/s/ Andrew R. Heyer Director
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Andrew R. Heyer
/s/ Beth L. Bronner Director
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Beth L. Bronner
/s/ Jack Futterman Director
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Jack Futterman
/s/ James S. Gold Director
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James S. Gold
/s/ Joseph Jimenez Director
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Joseph Jimenez
/s/ Marina Hahn Director
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Marina Hahn
/s/ Roger Meltzer Director
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Roger Meltzer
/s/ Neil Harrison Director
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Neil Harrison
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/s/ Daniel R. Glickman Director
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Daniel R. Glickman
/s/ Larry S. Zilavy
---------------------------------------------- Director
Larry S. Zilavy
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INDEX TO EXHIBITS
Exhibit Description
4.1 The Hain Celestial Group, Inc. 2002 Long Term Incentive and Stock
Award Plan (incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (Commission File
No. 333-102017), filed with the Commission on December 19, 2002).
4.2 The Hain Celestial Group, Inc. 2000 Directors Stock Option Plan
(incorporated by reference to Exhibit 4.3 to the Registrant's
Registration Statement on Form S-8 (Commission File No. 333-33828),
filed with the Commission on March 31, 2000).
4.3 Amendment No. 1 to The Hain Celestial Group, Inc. 2002 Long Term
Incentive and Stock Award Plan.
4.4 Amendment No. 1 to The Hain Celestial Group, Inc. 2000 Directors
Stock Option Plan.
5 Opinion of Cahill Gordon & Reindel LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5).
24 Powers of Attorney (included on signature pages of this
Registration Statement).
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Exhibit 4.3
AMENDMENT NO. 1
TO
The Hain Celestial Group, Inc. 2002 Long Term Incentive and Stock Award Plan
THIS AMENDMENT NO. 1 to The Hain Celestial Group, Inc. 2002 Long Term Incentive
and Stock Award Plan is effective as of December 4, 2003.
1. Introductory Statements. The Hain Celestial Group, Inc. 2002 Long Term
Incentive and Stock Award Plan (the "Plan") has previously been approved and
adopted by the Board of Directors and the shareholders of The Hain Celestial
Group, Inc. At a meeting of the Board of Directors of The Hain Celestial Group,
Inc., Amendment No. 1 to the Plan (set forth below) was adopted and approved,
and at the Annual Meeting of Shareholders of The Hain Celestial Group, Inc. held
on December 4, 2003, the shareholders of The Hain Celestial Group, Inc. adopted
and approved Amendment No. 1 to the Plan.
2. Amendment. As a result of the approvals described above, the first sentence
of Paragraph 4(a) of the Plan is hereby amended and modified so as to provide in
its entirety as follows:
"Subject to adjustment as provided in Section 4(c) hereof, the total number of
Shares reserved for issuance in connection with Awards under the Plan shall be
3,100,000."
3. No Other Changes. Other than as expressly set forth above, the remaining
language of Paragraph 4(a) of the Plan shall not be modified, and the only
effect of the Amendment will be to increase the number of shares of Common Stock
authorized and available for issuance under the terms of the Plan. All other
terms and provisions of the Plan shall continue in full force and effect without
change.
EXECUTED as of the 4th day of December, 2003.
/s/ Ira J. Lamel
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Ira J. Lamel
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
Exhibit 4.4
AMENDMENT NO. 1
TO
The Hain Celestial Group, Inc. 2000 Directors Stock Option Plan
THIS AMENDMENT NO. 1 to The Hain Celestial Group, Inc. 2000 Directors Stock
Option Plan is effective as of December 4, 2003.
1. Introductory Statements. The Hain Celestial Group, Inc. 2000 Directors Stock
Option Plan (the "Plan") has previously been approved and adopted by the Board
of Directors and the shareholders of The Hain Celestial Group, Inc. At a meeting
of the Board of Directors of The Hain Celestial Group, Inc., Amendment No. 1 to
the Plan (set forth below) was adopted and approved, and at the Annual Meeting
of Shareholders of The Hain Celestial Group, Inc. held on December 4, 2003, the
shareholders of The Hain Celestial Group, Inc. adopted and approved Amendment
No. 1 to the Plan.
2. Amendment. As a result of the approvals described above, the first full
sentence of Section 3 of the Plan is hereby amended and modified so as to
provide in its entirety as follows:
"Subject to Section 9 of this Plan, there shall be reserved for issuance
pursuant to the Plan an aggregate of up to 950,000 Shares from authorized and
unissued Shares or treasury Shares including Shares acquired by purchase in the
open market or other transactions."
3. No Other Changes. Other than as expressly set forth above, the remaining
language of Section 3 of the Plan shall not be modified, and the only effect of
the Amendment will be to increase the number of shares of Common Stock
authorized and available for issuance under the terms of the Plan. All other
terms and provisions of the Plan shall continue in full force and effect without
change.
EXECUTED as of the 4th day of December, 2003.
/s/ Ira J. Lamel
-------------------------------------
Ira J. Lamel
Executive Vice President, Chief
Financial Officer, Treasurer and
Secretary
Exhibit 5
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
January 12, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Hain Celestial Group, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to The Hain Celestial Group, Inc. (the
"Company") in connection with the preparation of the Company's registration
statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended. The Registration Statement covers 1,500,000 shares of the common stock
of the Company, par value $.01 per share (the "Common Stock"), to be offered
under The Hain Celestial Group, Inc. 2002 Long Term Incentive and Stock Award
Plan (the "2002 Plan") and 200,000 shares of Common Stock to be offered under
The Hain Celestial Group, Inc. 2000 Directors Stock Option Plan (the "Directors
Plan").
In rendering the opinions set forth herein, we have examined originals,
photocopies or conformed copies certified to our satisfaction of all such
corporate records, agreements, instruments and documents of the Company,
certificates of public officials and other certificates and opinions, and we
have made such other investigations, as we have deemed necessary in connection
with the opinions set forth herein. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
photocopies or conformed copies.
Based on the foregoing, we advise you that in our opinion, the shares of
Common Stock of the Company offered upon the exercise of options under the 2002
Plan or the Directors Plan, as applicable, will be legally issued, fully paid
and nonassessable.
We are members of the bar of the State of New York, and in rendering this
opinion we express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, the State of Delaware and the Federal laws of the
United States of America.
We hereby consent to the filing of a copy of this opinion with the
Commission as an exhibit to the Registration Statement referred to above.
Very truly yours,
/s/ Cahill Gordon & Reindel LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The Hain Celestial Group, Inc. 2002 Long Term Incentive
and Stock Award Plan and The Hain Celestial Group, Inc. 2000 Directors Stock
Option Plan of our report dated August 28, 2003 with respect to the consolidated
financial statements and schedule of The Hain Celestial Group, Inc. and
Subsidiaries included in its Annual Report (Form 10-K) for the year ended June
30, 2003, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Melville, New York
January 9, 2004