UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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): October 30,
2006
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THE
HAIN CELESTIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-22818
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22-3240619
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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)
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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
1.01.
Entry into a Material Definitive Agreement.
The
definitive proxy statement of The Hain Celestial Group, Inc.’s (the “Company”),
filed with the Securities and Exchange Commission on October 30, 2006, included
the following disclosure with respect to compensation for Irwin Simon, the
Company’s Chief Executive Officer:
On
October
30, 2006, the Compensation Committee recommended, and the Board of Directors
approved, an extension of Mr. Simon’s employment contract through June 30, 2009,
two years beyond its previously-scheduled expiration. Pursuant to the extension,
Mr. Simon will be entitled to an annual base salary for the current fiscal
year
and the extension period of $1.25 million per year, and have the opportunity
to
earn an annual bonus of up to 200% his base salary (based on the Executive’s and
the Company’s performance during such fiscal year, as determined by the Board of
Directors and/or the Compensation Committee). He will also be entitled to the
equity equivalent (based on the then-current long term incentive plan applicable
to senior executives) of 300,000 options to purchase common stock of the Company
on July 1, 2007 and 2008, and a bonus of $300,000 upon execution of definitive
documentation of the extension. The option grants that Mr. Simon was owed under
his employment agreement prior to the extension but which have not yet been
granted remain obligations of the Company, which are expected to be resolved
upon completion of a comprehensive review the Company’s compensation practices.
The Compensation Committee also recommended, and the Board of Directors
approved, a bonus to Mr. Simon for the fiscal year ended June 30, 2006, of
$1.7
million, in accordance with his existing employment agreement.
The
Compensation Committee also recommended, and the Board approved, a bonus to
Ira
J. Lamel, Hain’s Chief Financial Officer, for the fiscal year ended June 30,
2006, of $375,000 and a salary of $500,000 for the fiscal year ending June
30,
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:
November
3, 2006
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THE
HAIN CELESTIAL GROUP, INC.
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(Registrant)
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By:
/s/
Ira J. Lamel
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Name: Ira J. Lamel
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Title: Executive Vice President and
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Chief Financial Officer
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