-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TqAyDZsAakB8vnPcq5Yt7DExZaS0sG09Bm+rCmENFl4xA/37NwEyyOkV1IHfZIAX kJk9Nu4V6ZWdvbbbID+tRg== 0001275287-07-001724.txt : 20070410 0001275287-07-001724.hdr.sgml : 20070410 20070410115026 ACCESSION NUMBER: 0001275287-07-001724 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070410 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070410 DATE AS OF CHANGE: 20070410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAIN CELESTIAL GROUP INC CENTRAL INDEX KEY: 0000910406 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 223240619 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22818 FILM NUMBER: 07758151 BUSINESS ADDRESS: STREET 1: 58 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6317302200 MAIL ADDRESS: STREET 1: 58 SOUTH SERVICE ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: HAIN FOOD GROUP INC DATE OF NAME CHANGE: 19941219 FORMER COMPANY: FORMER CONFORMED NAME: KINERET ACQUISITION CORP DATE OF NAME CHANGE: 19931021 FORMER COMPANY: FORMER CONFORMED NAME: 21ST CENTURY FOOD PRODUCTS CORP DATE OF NAME CHANGE: 19930830 8-K 1 th9567.txt FORM 8-K ================================================================================ 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): APRIL 10, 2007 ---------- THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ---------- Delaware 0-22818 22-3240619 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On April 10, 2007, the Board of Directors of The Hain Celestial Group, Inc. (the "Company") increased the size of the Board from eleven directors to twelve directors in accordance with applicable provisions of the Company's Amended and Restated By-laws and, upon the recommendation of the Corporate Governance and Nominating Committee, elected Richard C. Berke to fill the resulting vacancy, effective immediately. Mr. Berke will serve as a director until the Company's next annual meeting of the stockholders and until his successor is duly elected and qualified. For his service, Mr. Berke will receive fees pursuant to the compensation arrangements provided to the Company's other non-employee directors. 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: April 10, 2007 THE HAIN CELESTIAL GROUP, INC. (Registrant) By: /s/ Ira J. Lamel ---------------------------- Name: Ira J. Lamel Title: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----