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)
April 22, 2004
THE HAIN CELESTIAL GROUP, INC.
(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)
Registrant's telephone number, including area code (631) 730-2200
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On April 30, 2004, The Hain Celestial Group, Inc. ("Hain" or the
"Registrant") announced that it has amended and restated its credit facility,
increasing the commitments from $240,000,000 to $300,000,000 and providing for
an uncommitted $50,000,000 accordion feature, under which the facility may be
increased to $350,000,000. The maturity has also been extended from March 29,
2005, to April 22, 2009.
On April 30, 2004, Hain issued the press release attached hereto as Exhibit
99.1, which is incorporated herein by reference. In addition to announcing the
amended and restated credit facility, the press release also announced pricing
adjustments and financial guidance for Hain's third fiscal quarter.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
(10.1) Amended and Restated Credit Agreement dated April 22, 2004, by and
among the Registrant and Fleet National Bank, as administrative agent, SunTrust
Bank and KeyBank National Association, as co-syndication agents, HSBC Bank USA
and First Pioneer Farm Credit, ACA, as co-documentation agents, and the lenders
party thereto.
(99.1) Press release of Hain dated April 30, 2004.
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: April 30, 2004 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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(10.1) Amended and Restated Credit Agreement dated April 22, 2004,
by and among the Registrant and Fleet National Bank, as
administrative agent, SunTrust Bank and KeyBank National
Association, as co-syndication agents, HSBC Bank USA and
First Pioneer Farm Credit, ACA, as co-documentation agents,
and the lenders party thereto.
(99.1) Press release of Hain dated April 30, 2004.