Hain Celestial Group, Inc. 8K - 01/11/07
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): January 11,
2007
————————————
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
2.01 Acquisition or Disposition of Assets.
On
January
11, 2007, The Hain Celestial Group, Inc., a Delaware corporation (“Hain”),
acquired the stock of Avalon Holding Corporation, a Delaware corporation
(“Avalon”),
through a merger (the “Merger”)
of a
newly formed wholly owned subsidiary of Hain with and into Avalon, under the
terms of the previously-announced Agreement and Plan of Merger, dated December
17, 2006, between Hain, Avalon and the other parties thereto.
Consideration
paid by Hain was approximately $120 million in cash. Hain funded the Merger
consideration through borrowings under its existing credit facility and cash
on
hand.
Hain’s
press release regarding consummation of the Merger is attached as Exhibit 99.1
to this Current Report on Form 8-K, and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
(99.1)
Press release of Hain dated January 11, 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: January
11, 2007
THE
HAIN
CELESTIAL GROUP, INC.
(Registrant)
By:
/s/
Ira
J. Lamel
Name: Ira J. Lamel
Title:
Executive Vice President and
Chief
Financial Officer