As filed with the Securities and Exchange Commission on August 14, 1997
Registration No. 333-32517
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
THE HAIN FOOD 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)
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 237-6200
(Address, including zip code, and telephone
number, including area code, all
registrants principal executive offices)
Irwin D. Simon
President and Chief Executive Officer
The Hain Food Group, Inc.
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 237-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
copy to:
Roger Meltzer, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
------------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered to
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Share Aggregate Offering Price (1) Registration
(1) Fee(1)(2)
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 3,338,901 shares $7.75 $25,876,482.75 $143.26
--------- ----- -------------- -----
$.01 per share
==========================================================================================================================
</TABLE>
<PAGE>
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee. Estimate based on the average of the high and low sales
price reported on the Nasdaq National Market for August 12, 1997.
(2) The Registration Fee paid herewith relates to the registration of 61,000
shares of Common Stock to be registered in addition to the 3,277,901 shares
of Common Stock included in the initial filing of the Registration
Statement.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission acting pursuant to Section
8(a), may determine.
<PAGE>
PROSPECTUS
THE HAIN FOOD GROUP, INC.
3,338,901 Shares of Common Stock
This Prospectus relates to the offer and sale of an aggregate of 3,338,901
shares of the common stock, par value $.01 per share (the "Common Stock"), of
The Hain Food Group, Inc. ("Hain" or the "Company") by certain stockholders of
the Company (the "Selling Stockholders"). Of the shares of Common Stock offered
hereby, 1,200,000 shares are reserved for issuance upon the exercise of warrants
(the "Warrants") to purchase Common Stock. See "Selling Stockholders." The
aggregate of 3,338,901 shares of Common Stock offered by the Selling
Stockholders are referred to herein as the "Selling Stockholders' Shares."
The Common Stock is traded on the NASDAQ National Market System under the
NASDAQ symbol "NOSH." The last reported sales price of the Common Stock as
reported by the NASDAQ National Market System on August 12, 1997 was $7.6875 per
share.
---------------------------
See "Risk Factors" for a discussion of certain factors which should be
considered in an investment of securities offered hereby.
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------------------------
The date of this Prospectus is August 18, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and is required to file
periodic reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission") relating to its business, financial
statements and other matters. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60621-2511 and at Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can also be obtained from the Commission at
prescribed rates from the public reference section of the Commission,
Washington, D.C. 20549. Such reports and other information can be reviewed
through the Commission's Electronic Data Gathering Analysis and Retrieval
System, which is publicly available through the Commission's web site
(http://www.sec.gov).
The Company has filed a Registration Statement on Form S-3 with the
Commission under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the Common Stock offered hereby. As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement. For further information, reference is
made to the Registration Statement, including the financial schedules and
exhibits incorporated therein by reference or filed as a part thereof.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document referred to are not necessarily complete, and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement shall be deemed qualified in its entirety by such reference.
-i-
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
and are hereby incorporated by reference in this Prospectus and made a part
hereof:
(1) The description of the Company's Common Stock contained in the
Company'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) The Company's annual report on Form 10-KSB filed with Commission
for the fiscal year ended June 30, 1996;
(3) The Company's quarterly reports on Form 10-Q for the quarterly
periods ended September 30, 1996, December 31, 1996 and March 31,
1997;
(4) The Company's Notice of Annual Meeting of Stockholders and Proxy
Statement dated November 4, 1996 (the "1996 Proxy"); and
(5) The Company's current report on Form 8-K dated March 5, 1997.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of 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 Prospectus and to be a part
hereof from the date of filing such documents. 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 Prospectus 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 Prospectus.
No person has been authorized in connection with the offering made hereby
to give any information or make any representation not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company or any other person. This
Prospectus does not constitute an offer to sell or solicitation of any offer to
buy any of the securities offered hereby in any jurisdiction in which it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct as of any date
subsequent to the date hereof.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such documents). Requests for such copies should be directed to
the President, The Hain Food Group, Inc., 50 Charles Lindbergh Boulevard,
Uniondale, New York 11553, (516) 237-6200.
-ii-
<PAGE>
RISK FACTORS
Prospective investors in the Common Stock should carefully consider the
following factors, in addition to the other information set forth in this
Prospectus, before making an investment in the Common Stock offered hereby.
Certain of the statements in this Prospectus are forward-looking in nature and,
accordingly, are subject to many risks and uncertainties. The actual results
that the Company achieves may differ materially from any forward-looking
statements in this Prospectus.
Limited Operating History
The Company was organized in May 1993 to acquire certain specialty food
product lines. Since its formation, the Company has completed several
acquisitions of companies or product lines, including the acquisition of Hain
Pure Food Company, Inc. ("Hain Pure Food") in April 1994, The Estee Corporation
("Estee") in November 1995 and The Boston Popcorn Company, Inc. ("Boston
Popcorn") in May 1997. In addition, in March 1997, the Company entered into a
licensing agreement with Weight Watchers Gourmet Food Company ("WWGF"), a
subsidiary of H.J. Heinz Company ("Heinz"), pursuant to which the Company will
manufacture, market and sell Weight Watchers dry and refrigerated products. In
July 1997, the Company acquired the Alba product line from Heinz in a
transaction not significant to the Company's business. The Company's ability to
continue to improve its results of operations will depend upon, among other
things, its ability to successfully integrate the businesses it has acquired and
expand its marketing and sales of products.
Debt Service; Liens on Assets
The Company has incurred substantial indebtedness in connection with its
acquisitions, including a $9.0 million Senior Term Loan (the "Senior Term
Loan"), a $9.0 million Revolving Credit Facility (the "Revolving Credit
Facility" and, together with the Senior Term Loan, the "Credit Facility") (of
which $7,097,500 was outstanding under the Credit Facility as of June 30, 1997),
and $8.5 million aggregate principal amount of 12-1/2% Senior Subordinated
Debentures due 2004 (the "Subordinated Debentures"). Consequently, a significant
portion of the Company's cash flow will be utilized to pay principal and
interest on such indebtedness. The aggregate long-term debt service requirements
for the 12 month period ending March 31, 1998 will be approximately $5.2
million. In April 1997, the Company prepaid a $1.75 million subordinated note
issued to the seller in connection with the acquisition of Estee at a discounted
amount of $1.269 million pursuant to an option in the note agreement. If the
Company is not successful in achieving a sufficient cash flow from operations to
fund its debt service requirements, the Company's available working capital may
have to be applied toward the payment of indebtedness, rather than to expanding
its business, and the Company may have to seek additional financing. There can
be no assurance that the Company will be successful in obtaining additional
financing or that such financing, if obtained, will be on terms favorable to the
Company.
Substantially all of the Company's assets have been pledged as collateral
to secure the Company's Credit Facility. In the event that the Company fails to
comply with its obligations, including the making of required payments of
principal and interest, the Company's bank indebtedness could be declared
immediately due and payable and, in certain cases, the Company's assets securing
such indebtedness could be foreclosed upon.
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<PAGE>
Sales Limited to Specialty Food Products
The Company's business is limited to specialty food products in niche
markets geared to consumers of natural foods, sugar-free diabetic products,
kosher foods, cooking oils, other specialty foods and other snack food products.
These markets are significantly more limited in volume than the markets for
mainstream food products, and are subject to changes in consumer demand and
interest. While the Company continues to diversify its product offerings through
acquisitions, development of new products and ventures with third parties,
including the venture with WWGF, there can be no assurance that demand for the
Company's products will continue at current levels or increase in the future.
Failure by the Company to maintain its current market position or introduce new
products in the future could have a material adverse effect on its business,
financial condition and operating results.
Dependence on Marketing Programs
The development and growth of the Company's sales depends to a significant
degree upon its ability to effectively market and distribute its products. There
can be no assurance that the Company will be able to continue its marketing and
sales programs to enable it to expand its sales and improve operating results.
There can be no assurance that such marketing and sales efforts and related
increased expenditures will result in significantly greater product recognition
or market penetration.
Reliance on Independent Distributors and Brokers
The Company relies upon sales efforts made by or through non-affiliated
food brokers or distributors. The success of its business depends, in large
part, upon the establishment of a strong distribution network. Food brokers act
as selling agents representing specific brands and receive a percentage of net
sales as compensation while distributors purchase directly for their own account
for resale. Currently, numerous distributors and brokers have agreed to handle
the products to be marketed by the Company on a non-exclusive basis under oral
or written agreements generally terminable at any time on 30 days' notice. In
the absence of alternate distribution sources, the loss of, or business
disruption at, one or more of these distributors or brokers may have a material
adverse effect upon the Company's business. Although the Company believes that
it will be able to obtain additional or alternative distribution and food
brokerage agreements or arrangements in the future, there can be no assurance it
will be able to do so on satisfactory terms. The inability to enter into
agreements may inhibit the Company's ability to implement its business plan or
to establish markets necessary to develop its products successfully.
Reliance on Independent Manufacturers and Co-Packers
The Company does not manufacture, produce or package any of the products or
brands which it markets, although it develops and owns the formulas and recipes
and designs the packaging for its products. Accordingly, the Company is
dependent upon independent manufacturers and co-packers to produce and package
its products. The loss of a number of these manufacturers could have a material
adverse effect upon the business of the Company until such time as an alternate
source of supply could be secured, which may be on less favorable terms.
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<PAGE>
The Company obtains substantially all of its rice cake requirements from
two suppliers. The Company believes that its other supplier or additional rice
cake suppliers would be able to meet its requirements if one rice cake supplier
terminated its relationship with the Company. The Company presently obtains its
requirements for HOLLYWOOD(R) cooking oils from one supplier. The Company
believes that other suppliers could meet its cooking oil requirements if its
present supplier terminated its relationship with the Company; however, if the
Company were unable to arrange an alternative supplier in a timely manner, such
failure could have a material adverse effect on the Company. A substantial
portion of the Weight Watchers refrigerated products are obtained from one
supplier. The Company believes that other suppliers could meet such refrigerated
food product requirements if its present supplier terminated its relationship
with the Company, though failure to arrange an alternate supplier in a timely
manner could have a material adverse effect on the Company.
Trademark Ownership
The Company owns its principal trademarks for its products, including
HAIN(R), HOLLYWOOD(R), KINERET(R), KOSHERIFIC(R), FARM FOODS(R), ESTEE(R) and
FEATHERWEIGHT(R) and owns a number of other trademarks used on individual
products, such as those for ICE BEAN(R), PITA CLASSICS(R), PIZSOY(R), and BOSTON
LITE(R), and believes that such trademarks are important to the marketing of the
Company's products. In connection with the licensing agreement between WWGF and
the Company, the Company obtained the right to use the WEIGHT WATCHERS(R) and
certain other trademarks. The Company's inability to use the HAIN(R),
HOLLYWOOD(R), KINERET(R), ESTEE(R), BOSTON LITE(R) or WEIGHT WATCHERS(R)
trademarks would likely have a material adverse effect on the business of the
Company.
Government Regulation
The manufacture, marketing, distribution and sale of the Company's
specialty food products are subject to various federal, state and local laws and
regulations governing the production, sale, safety, advertising, labeling and
ingredients of such products. In addition, the Company's kosher food products
are subject to additional regulation and inspection. Although the Company
believes it and its manufacturers, distributors and co-packers are and will
continue to be in compliance with all material federal, state and local
governmental laws and regulations, there can be no assurance that the Company,
its manufacturers, distributors and co-packers will continue to be able to
comply with such laws and regulations in the future or that new governmental
laws and regulations will not be introduced which could result in possible
compliance costs, seizures, confiscation or recall, or monetary fines, any of
which could prevent or inhibit the development, distribution and sale of the
Company's products or its ability to continue to improve operating results.
Product Liability
As a marketer of food products, the Company is subject to a risk of claims
for product liability. If a product liability claim exceeding the Company's
insurance coverage were to be successfully asserted against the Company, it
could have a material adverse effect on the Company's financial condition. The
Company maintains product liability insurance and generally requires that its
co-packers maintain product liability insurance with the Company as a
co-insured. There is no assurance that such coverage will be sufficient to
insure against claims which may be brought against the
3
<PAGE>
Company, or that the Company will be able to maintain such insurance or obtain
additional insurance covering existing or new products.
Evolving Consumer Preferences
The Company is subject to evolving consumer preferences for the specialty
foods it markets. A significant shift in consumer demand away from such products
would have a material adverse effect on the Company's business. For example,
sales of the Company's rice cakes declined by $7.7 million during the nine
months ended March 31, 1997, due in part to competition from other snack
products, and reflected an overall decline in rice cake demand experienced by
other sellers of rice cakes.
Competition
The geographic and product markets in which the Company operates are highly
competitive. The Company faces competition in all of its markets from larger,
more established companies that have greater financial, managerial, sales and
technical resources than the Company, and some of the Company's markets are
dominated by such large firms. Where larger competitors offer products that are
directly competitive with the Company's products, there can be no assurance that
the Company can successfully compete for sales to stores that purchase from such
competitors. Large competitors also may be able to benefit from economies of
scale or to introduce new products that compete with the Company's products.
There can be no assurance that the Company will achieve the market penetration
that it seeks in order to implement its business strategy. There can be no
assurance that competitors will not introduce other products in the future that
compete with the Company's products or that such competitive products will not
have an adverse effect on the Company's sales.
Limited Management; Dependence on Key Personnel
The Company is highly dependent upon the services of Irwin D. Simon, its
President and Chief Executive Officer. Although the Company has entered into an
employment agreement with Mr. Simon and maintains $1,000,000 of key man life
insurance on the life of Irwin Simon, the loss of the services of Mr. Simon
could have a material adverse effect on the Company and its prospects. The
Company's ability to develop and market its products and to achieve and maintain
a competitive position depends, in large part, on its ability to attract and
retain qualified sales and marketing personnel.
Control by Current Stockholders, Officers and Directors
Mr. Simon, the Company's President and Chief Executive Officer, together
with the other officers and directors of the Company, beneficially own an
aggregate of 35.3% of the Company's Common Stock. Accordingly, Mr. Simon is in a
position to influence the election of the Company's directors and otherwise
influence stockholder action.
Authorization and Discretionary Issuance of Preferred Stock
The Company's Certificate of Incorporation authorizes the issuance of up to
5,000,000 shares of "blank check" preferred stock with such designations, rights
and preferences as
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<PAGE>
may be determined from time to time by the Board of Directors. Accordingly, the
Board of Directors is empowered, without stockholder approval, to issue
preferred stock with dividends, liquidation, conversion, voting or other rights
which could decrease the amount of earnings and assets available for
distribution to holders of Common Stock and adversely affect the relative voting
power or other rights of the holders of the Company's Common Stock. In the event
of issuance, the preferred stock could be used, under certain circumstances, as
a method of discouraging, delaying or preventing a change in control of the
Company. Although the Company has no present intention to issue any shares of
its preferred stock, there can be no assurance that the Company will not do so
in the future. See "Description of Securities."
No Dividends
The Company has not paid any dividends on its Common Stock to date and does
not anticipate declaring or paying any dividends in the foreseeable future. The
Company is currently prohibited from paying dividends by covenants contained in
its bank indebtedness. See "Price Range of Common Stock and Dividend
Information."
Shares Available for Resale
Of the 8,556,899 shares of Common Stock currently outstanding, 2,138,901
shares may be deemed "restricted securities" as that term is defined under the
Securities Act, and may only be sold pursuant to a registration under the
Securities Act, in compliance with Rule 144 under the Securities Act, or
pursuant to another exemption therefrom. Rule 144 provides that, in general, a
person holding restricted securities for a period of two years may, every three
months, sell in brokerage transactions an amount of shares which does not exceed
the greater of one percent of the Company's then outstanding Common Stock or the
average weekly trading volume of the Common Stock during the four calendar weeks
prior to such sale. Rule 144 also permits, under certain circumstances, the sale
of shares without any quantity limitations by a person who is not an affiliate
of the Company and was not an affiliate at any time during the 90-day period
prior to sale and who has satisfied a two year holding period.
Of the 2,138,901 outstanding shares of Common Stock which may be deemed
"restricted securities," the Company, in accordance with registration rights
granted to the holders of certain of such securities, is registering pursuant to
the Registration Statement of Form S-3 of which this Prospectus is a part and a
Registration Statement on Form S-8/S-3 to be filed subsequently hereto, all of
such "restricted" shares of Common Stock for sale by the holders thereof from
time to time at prevailing market prices. Sales of the Company's Common Stock by
stockholders may have a depressive effect on the market price of the Company's
securities. See "Description of Securities - Shares Eligible for Resale."
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<PAGE>
THE COMPANY
The Company and its subsidiaries sell, market and distribute a full line of
natural foods under the "Hain" and "Farm Foods" brand names, cooking oils and
certain other products under the "Hollywood" brand name, sugar-free, medically
directed snack foods under the "Estee" brand name, low sodium food products
under the "Featherweight" brand name, kosher food products under the "Kineret,"
and "Kosherific" brand names and low-calorie popcorn and related snack foods
under the "Boston's" brand name. Kineret Foods Corporation ("Kineret Foods")and
Farm Foods Corporation ("Farm Foods") were acquired by the Company in November
1993. In April 1994, the Company acquired Hain Pure Food from Pet, Incorporated,
which acquisition included the Hollywood product line. In April 1994, Farm Foods
was merged into the Company. In November 1995, the Company purchased
substantially all of the business of Estee and in May 1997 purchased
substantially all the assets of Boston Popcorn. In March 1997, the Company
entered into a licensing agreement with WWGF, a wholly-owned subsidiary of H.J.
Heinz Company, to manufacture, market and sell various Weight Watchers dry and
refrigerated products. Currently, Hain Pure Food and Kineret constitute the
Company's only subsidiaries.
The Company's products are marketed nationally to supermarkets, natural
food stores, food service distributors, specialty groceries, mass merchandisers,
drug stores and other independent retailers by third-party food brokers and
distributors and by the Company's in-house sales personnel. The Company 's
products are produced by independent unaffiliated food processors ("co-packers")
using specifications and formulations provided by the Company.
The Company's strategy is to be a leading specialty niche food marketer by
integrating all of its brands under one management with a uniform marketing,
sales and distribution program. The Company's business strategy is to capitalize
on the brand equity and the distribution previously obtained by each of the
Company's product lines and to enhance revenues by strategic introductions of
new product lines that complement existing products. The foundation of this
strategy has been established through the acquisitions referred to above and the
introduction of a number of new products. The Company believes that by
integrating its various specialty food groups, it will achieve efficiencies of
scale and enhanced market penetration. The Company considers acquisitions of
specialty food companies and product lines and joint ventures involving
complementary products lines as integral parts of its business strategy. To that
end, the Company from time to time reviews and conducts preliminary discussions
with acquisition candidates. No assurance can be given, however that any such
acquisition will be consummated.
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<PAGE>
PRICE RANGE OF COMMON STOCK AND
DIVIDEND INFORMATION
The outstanding shares of Common Stock of the Company are traded on NASDAQ
and since March 1995 have been traded through NASDAQ's National Market System.
The following table sets forth the reported high and low closing prices for the
Common Stock for the indicated quarterly periods for the Company's fiscal years
ended June 30, 1995, June 30, 1996 and June 30, 1997 and for the period from
July 1, 1997 through July 18, 1997.
Period High Low
------ ---- ---
Fiscal Year Ended June 30, 1995
07/01/94-09/30/94 $5 9/16 $4 5/16
10/l/94-12/31/94 5 1/16 4 1/2
0l/l/95-03/31/95 5 1/2 4 1/2
04/l/95-06/30/95 5 3 3/8
Fiscal Year Ended June 30, 1996
07/l/95- 09/30/95 $4 1/2 $3 1/2
10/l/95-12/31/95 3 3/4 2 15/16
0l/l/96-03/31/96 3 11/16 2 15/16
04/l/96-06/30/96 4 1/8 3 1/16
Fiscal Year Ended June 30, 1997
07/l/96- 09/30/96 $4 $3 1/16
10/l/96- 12/31/96 4 3 1/16
01/1/97-03/31/97 5 3/4 3 3/8
04/01/97-06/30/97 5 5/16 4 1/4
07/l/97- 07/18/97 $7 1/4 $4 13/16
The Company has not paid any dividends on its Common Stock to date. The
Company intends to retain all future earnings for use in the development of its
business and does not anticipate declaring or paying any dividends in the
foreseeable future. The payment of all dividends will be at the discretion of
the Company's Board of Directors and will depend on, among other things, future
earnings, operations, capital requirements, contractual restrictions, the
general financial condition of the Company and general business conditions. The
ability of the Company to pay dividends is currently restricted by the Credit
Facility and the Subordinated Debentures.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Selling Stockholders' Shares, which are being sold by the Selling Stockholders.
Any proceeds from the exercise of the Warrants, to the extent that the Warrants
are exercised, will be utilized by the Company for general corporate purposes.
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<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock by the Selling Stockholders as of August 1, 1997, and
the number of shares of Common Stock covered by this Prospectus.
<TABLE>
<CAPTION>
Number of Shares
Beneficial Ownership of Common Stock
Name of Common Stock Registered Hereby
- ---- --------------- -----------------
Number of Percent
Shares of Class
------ --------
<S> <C> <C> <C>
Irwin D. Simon 1,558,482(1) 16.8% 894,340
Andrew R. Heyer 1,534,676(2)(3) 16.8% 62,648
Benjamin Brecher 122,097(4) 1.4% 27,097
Beth L. Bronner(5) 59,167(6) * 36,667
Barry Gordon(5) 92,500(7) 1.1% 20,000
Steven S. Schwartzreich(5) 42,500(6) * 20,000
William Fox(8) 25,000 * 10,000
Jack Futterman(8) 16,000 * 1,000
Argosy-Hain Warrant Holdings, L.P. 550,000(9) 6.0% 550,000
Argosy-Hain Investment Group, L.P. 899,528 10.5% 899,528
Jay R. Bloom 1,495,222(3) 16.4% 45,694
Dean C. Kehler 1,512,356(3) 16.6% 62,828
Argosy Investment Corp. (10) 1,449,528(3) 15.9% 0
Herman Fialkov 9,009 * 9,009
Jerold B. Krupnick(11) 25,000 * 25,000
Tree Tavern Products, Inc. 90 * 90
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares
Beneficial Ownership of Common Stock
Name of Common Stock Registered Hereby
- ---- --------------- -----------------
Number of Percent
Shares of Class
------ --------
<S> <C> <C> <C>
Alfred Wilms 10,000 * 10,000
Perry Cohen(12) 25,000 * 15,000
P.L. Thomas Group, Inc.(13) 100,000 1.2% 100,000
HNE Corporation(14) 200,000 2.3% 200,000
Kelli Keuhne(15) 100,000 1.2% 100,000
Weight Watchers Gourmet Food 250,000 2.8% 250,000
Company(16)
Total shares offered 3,338,901
</TABLE>
- ----------------
* Indicates less than 1%.
(1) Includes 600,000 shares of Common Stock issuable upon the exercise of
options under the Company's 1993 Executive Stock Option Plan and 45,000
shares of Common Stock issuable upon the exercise of options under the
Company's 1994 Long Term Incentive and Stock Award Plan (the "1994 Plan").
Mr. Simon is President, Chief Executive Officer and Director of the
Company.
(2) Includes 22,500 shares of Common Stock issuable upon the exercise of
options under the Company's 1996 Directors Stock Option Plan (the
"Directors Plan"). Mr. Heyer is Chairman of the Board of Directors of the
Company.
(3) As the officers and directors of Argosy Investment Corp., which is the
general partner of Argosy-Hain Investment Group, L.P. ("AHIG") and
Argosy-Hain Warrant Holdings, L.P. ("AHWH"), Messrs. Heyer, Kehler and
Bloom may be deemed to be the beneficial owners of the 550,000 shares of
Common Stock owned by AHWH and the 899,528 shares of Common Stock owned by
AHIG.
(4) Includes 95,000 shares of Common Stock issuable upon the exercise of
options under the 1994 Plan. Mr. Brecher is an officer of the company.
(5) Director of the Company.
9
<PAGE>
(6) Includes 22,500 shares of Common Stock issuable upon exercise of options
under the Directors Plan.
(7) Includes 22,500 shares of Common Stock issuable upon the exercise of
options under the Directors Plan and 50,000 shares of Common Stock issuable
upon the exercise of options under the 1994 Plan.
(8) Includes 15,000 shares of Common Stock issuable upon the exercise of
options under the Directors Plan.
(9) Consists of Warrants to purchase 550,000 shares of Common Stock at $3.25
per share.
(10) As general partner of AHIG and AHWH, Argosy Investment Corp. may be deemed
to be the beneficial owner of the 550,000 shares of Common Stock to be
issued upon the exercise of AHWH Warrants and the 899,528 shares of Common
Stock owned by AHIG.
(11) Mr. Krupnick is a former employee of the Company.
(12) Includes 10,000 shares of Common Stock issuable upon the exercise of
options under the 1994 Plan.
(13) Consists of 50,000 Warrants to purchase shares of Common Stock at $6.00 per
share and 50,000 Warrants to purchase shares of Common Stock at $8.00 per
share.
(14) Consists of Warrants to purchase shares of Common Stock at $6.50 per share.
(15) Consists of Warrants to purchase shares of Common Stock at $4.125 per
share.
(16) Consists of 150,000 Warrants to purchase shares of Common Stock at $7.00
per share, 50,000 Warrants to purchase shares of Common Stock at $8.00 per
share and 50,000 Warrants to purchase shares of Common Stock at $9.00 per
share.
10
<PAGE>
DESCRIPTION OF SECURITIES
General
As of July 20, 1997, the authorized capital stock of the Company is
40,000,000 shares of Common Stock, $.0l par value per share, of which 8,556,889
shares are outstanding, and 5,000,000 shares of Preferred Stock, $.0l par value
per share, none of which had been issued.
The following description is qualified in all respects by reference to the
Certificate of Incorporation (the "Certificate of Incorporation") and the bylaws
(the "Bylaws") of the Company.
Common Stock
Each share of Common Stock entitles the holder thereof to one vote on all
matters submitted to a vote of the stockholders. Since the holders of Common
Stock do not have cumulative voting rights, holders of more than 50% of the
outstanding shares can elect all of the directors of the Company then being
elected and holders of the remaining shares by themselves cannot elect any
directors. The holders of Common Stock do not have preemptive rights or rights
to convert their Common Stock into other securities. Holders of Common Stock are
entitled to receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor. In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Stock have the right to a ratable portion of the assets remaining after payment
of liabilities. All outstanding shares of Common Stock are fully paid and
nonassessable.
Preferred Stock
The Company is authorized by its Certificate of Incorporation to issue a
maximum of 5,000,000 shares of Preferred Stock, in one or more series and
containing such rights, privileges and limitations including voting rights,
dividend rates, conversion privileges, redemption rights and terms, redemption
prices and liquidation preferences, as the Board of Directors of the Company
may, from time to time, determine.
The issuance of shares of Preferred Stock pursuant to the Board of
Directors' authority described above could decrease the amount of earnings and
assets available for distribution to holders of Common Stock, and otherwise
adversely affect the rights and powers, including voting rights, of such holders
and may have the effect of delaying or preventing a change in control of the
Company. The Company is not required by the Delaware General Corporation Law
(the "Delaware GCL") to seek stockholder approval prior to any issuance of
authorized but unissued stock and the Board of Directors does not currently
intend to seek stockholder approval prior to any issuance of authorized but
unissued stock, unless otherwise required by law.
Warrants
Warrants to purchase an aggregate of 1,200,000 shares of Common Stock have
been issued by the Company. Each Warrant entitles the holder to purchase one
share of common stock, subject to anti-dilution adjustments, at an exercise
price ranging from $3.25 to $9.00 per share. The Warrants have expiration dates
ranging from April 14, 1999 to December 31, 2003.
11
<PAGE>
Shares Eligible for Future Sale
Of the 8,556,889 shares of the Company's Common Stock outstanding on July
20, 1997, 2,138,901 shares may be deemed "restricted securities" (as that term
is defined in Rule 144 under the Securities Act). Such shares may be sold in the
future only pursuant to an effective registration statement under the Securities
Act or in compliance with Rule 144 under the Securities Act, or pursuant to
another exemption therefrom. Approximately 2,123,901 of such shares of Common
Stock outstanding are eligible for sale under Rule 144. Sales of Common Stock
pursuant to this offering and sales of restricted securities under Rule 144 or
pursuant to a future registration statement may have a depressing effect on the
price of the Company's Common Stock.
Certificate of Incorporation and Bylaws
Pursuant to the Delaware GCL, the power to adopt, amend and repeal bylaws
is conferred solely upon the stockholders unless the corporation's certificate
of incorporation also confers such power upon the board of directors. Under the
Company's Certificate of Incorporation, the Board of Directors are granted the
power to amend the Bylaws of the Company. Such Bylaws provide that each director
has one vote on each matter for which directors are entitled to vote. The
Certificate of Incorporation and/or the Bylaws also provide that (i) from time
to time, by resolution, the Board has the power to change the number of
directors, (ii) the directors will hold office until the next annual meeting of
stockholders and until their respective successors are elected and qualified,
and (iii) special meetings of stockholders may only be called by the Board of
Directors or officers of the Company. These provisions, in addition to the
existence of authorized but unissued capital stock, may have the effect, either
alone or in combination with each other, of making more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Board of Directors of the Company currently consists of eight
persons.
Section 203 of the Delaware Law
Section 203 of the Delaware GCL prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless (i) prior to the date
of the business combination, the transaction is approved by the board of
directors of the corporation; (ii) upon consummation of the transaction which
resulted in the stockholder becoming an interested stockholder, the interested
stockholder owns at least 85 % of the outstanding voting stock, or (iii) on or
after such date the business combination is approved by the board of directors
and by the affirmative vote of at least 66-2/3% of the outstanding voting stock
that is not owned by the interested stockholder. A "business combination"
includes mergers, asset sales and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person, who,
together with affiliates and associates, owns (or within three years, did own)
15 % or more of the corporation's voting stock. This provision of law could
discourage, prevent or delay a change in management or stockholder control of
the Company, which could have the effect of discouraging bids for the Company
and thereby prevent stockholders from receiving the maximum value for their
shares, or a premium for their shares in a hostile takeover situation.
12
<PAGE>
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is Continental Stock
Transfer & Trust Company, New York, New York.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares of Common Stock from time to time
on NASDAQ in the over-the-counter market or in privately negotiated
transactions, at fixed prices which may be changed, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions in
sales to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the Common Stock for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a broker-dealer might be in excess of customary
commissions).
The Selling Stockholders and any broker-dealers who act in connection with
the sale of Common Stock offered hereby may be deemed to be "underwriters" as
that term is defined in the Act and any commissions received by them and any
profit on resale thereof as principal might be deemed to be underwriting
discounts and commissions thereunder.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon for the Company by Cahill Gordon & Reindel (a
partnership including a professional corporation), 80 Pine Street, New York, New
York 10005.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-KSB) for the year ended June 30, 1996 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
13
<PAGE>
<TABLE>
<CAPTION>
============================================================ =============================================================
<S> <C>
No dealer, salesman or other person has been authorized to
give any information or to make representations other than
those contained in this Prospectus, and, if given or made,
such information or representation must not be relied upon THE HAIN FOOD GROUP, INC.
as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances,
create an implication that the information herein is
correct as of any time subsequent to its date. This
Prospectus does not constitute an offer or solicitation by
anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person 3,338,901 SHARES OF
making such offer or solicitation is not qualified to do COMMON STOCK
so or to anyone to whom it is unlawful to make such offer
or solicitation.
--------------------
TABLE OF CONTENTS
Page
Available Information................................ -i-
Incorporation of Certain Documents
by Reference.......................................-ii-
Risk Factors......................................... 1
The Company.......................................... 6 ____________
Price Range of Common Stock
and Dividend Information........................... 7 PROSPECTUS
Use of Proceeds...................................... 7
Selling Stockholders................................. 8 ____________
Description of Securities............................ 11
Plan of Distribution................................. 13
Legal Matters........................................ 13
Experts.............................................. 13
------------------------
August 18, 1997
============================================================ =============================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with this offering are as follows:
Amount
to Be Paid
----------
SEC registration fee.......................................... $ 6,910.14
Legal fees and expenses (including Blue Sky fees and expenses) 20,000.00
Accounting fees and expenses.................................. 5,000.00
Miscellaneous................................................. 1,000.00
--------
Total........................................... $32,910.14
==========
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the certificate of incorporation of the Registrant
eliminates the personal liability of directors to the Issuer or its stockholders
for monetary damages for breach of fiduciary duty as a director, provided that
such elimination of the personal liability of a director of the Registrant does
not apply to (a) any breach of the director's duty of loyalty to the Registrant
or its stockholders, (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) actions prohibited
under Section 174 of the Delaware General Corporation Law (the "DGCL") (i.e.,
liabilities imposed upon directors who vote for or assent to the unlawful
payment of dividends, unlawful repurchase or redemption of stock, unlawful
distribution of assets of the Issuer to the stockholders without the prior
payment or discharge of the Registrant's debts or obligations, or unlawful
making or guaranteeing of loans to directors), or (d) any transaction from which
the director derived an improper personal benefit.
Section 145 of the DCGL provides, in summary, that directors and officers
of Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnify for such expenses which such
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by stockholders or
disinterested directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct. In addition, Article Eleventh of the
Registrant's certificate of incorporation and Article VI of the Registrant's
by-laws provide
II-1
<PAGE>
for the Registrant to indemnify its corporate personnel, directors and officers
to the full extent permitted by Section 145 of the DGCL, as the same may be
supplemented or amended from time to time.
II-2
<PAGE>
Item 16. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
4.1 Securities Purchase Agreement, dated as of
April 14, 1994, relating to, among other
things, 768,229 shares of Common Stock of the
Registrant. (Incorporated by reference to
Exhibit 4.2 of the Registrant's Current
Report on Form 8-K dated April 14, 1994 (the
"Hain 8-K"))
4.2 Common Stock Subscription Agreement, dated as
of April 14, 1994, relating to the issue and
sale of 1,871,770 shares of Common Stock of
the Registrant. (Incorporated by reference to
Exhibit 4.3 to the Hain 8-K)
4.3 Common Stock Registration Rights Agreement,
dated as of April 14, 1994, relating to the
shares of Common Stock of the Registrant,
issued pursuant to the Securities Purchase
Agreement and Common Stock Subscription
Agreement. (Incorporated by reference to
Exhibit 4.5 to the Hain 8-K)
4.4 Form of Warrant to purchase Common Stock of
the Registrant. (Incorporated by reference to
Exhibit 4.6 to the Hain 8-K)
5* Opinion of Cahill Gordon & Reindel regarding
the legality of the securities being
registered
23.1 Consent of Ernst & Young LLP, Independent
Auditors
23.2* Consent of Cahill Gordon & Reindel
24* Powers of Attorney authorizing execution of
Registration Statement of Form S-3 on
behalf of certain directors of Registrant
27 Financial Data Schedule
- ----------------------------
* Previously filed.
II-3
<PAGE>
Item 17. UNDERTAKINGS.
The undersigned hereby undertakes:
(a) (1)..To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
(b) For purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13 (a)
or Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the
II-4
<PAGE>
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(d) To deliver or cause to be delivered or cause to be delivered with the
Prospectus, to each person to whom the Prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the Prospectus, to deliver, or cause to be delivered to each
person to whom the Prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the Prospectus to provide such
interim financial information.
II-5
<PAGE>
SIGNATURES
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Uniondale, State of New York, on this 14th day of
August 1997.
THE HAIN FOOD GROUP, INC.
By: /s/ Irwin D. Simon
--------------------------------------
Name: Irwin D. Simon
Title: President and Chief Executive
Officer
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons and by Jack
Kaufman as attorney-in-fact for the specified persons in the capacities and on
the date indicated.
* Chairman of the Board August 14, 1997
- ----------------------------- of Directors
Andrew R. Heyer
* President, Chief Executive August 14, 1997
- -----------------------------
Irwin D. Simon Officer and Director
/s/ Jack Kaufman Vice President-Chief August 14, 1997
- ----------------------------- Financial Offier
Jack Kaufman
* Director August 14, 1997
- -----------------------------
Beth L. Bronner
* Director August 14, 1997
- -----------------------------
William P. Carmichael
* Director August 14, 1997
- -----------------------------
William J. Fox
* Director August 14, 1997
- -----------------------------
Jack Futterman
* Director August 14, 1997
- -----------------------------
Barry Gordon
* Director August 14, 1997
- -----------------------------
Steven S. Schwartzreich
* By: /s/ Jack Kaufman
-----------------------------
Name: Jack Kaufman
Title: Attorney-in-Fact
II-7
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
4.1 Securities Purchase Agreement, dated as of
April 14, 1994, relating to, among other
things, 768,229 shares of Common Stock of the
Registrant. (Incorporated by reference to
Exhibit 4.2 of the Registrant's Current
Report on Form 8-K dated April 14, 1994 (the
"Hain 8-K"))
4.2 Common Stock Subscription Agreement, dated as
of April 14, 1994, relating to the issue and
sale of 1,871,770 shares of Common Stock of
the Registrant. (Incorporated by reference to
Exhibit 4.3 to the Hain 8-K)
4.3 Common Stock Registration Rights Agreement,
dated as of April 14, 1994, relating to the
shares of Common Stock of the Registrant,
issued pursuant to the Securities Purchase
Agreement and Common Stock Subscription
Agreement. (Incorporated by reference to
Exhibit 4.5 to the Hain 8-K)
4.4 Form of Warrant to purchase shares of Common
Stock of the Registrant. (Incorporated by
reference to Exhibit 4.6 to the Hain 8-K)
5* Opinion of Cahill Gordon & Reindel regarding
the legality of the securities being
registered
23.1 Consent of Ernst & Young LLP, Independent
Auditors
23.2* Consent of Cahill Gordon & Reindel
24* Powers of Attorney
27 Financial Data Schedule
- -------------------
* Previously filed.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3, No. 333-32517) and
related Prospectus of The Hain Food Group, Inc. for the registration of
3,338,910 shares of its common stock and to the incorporation by reference
therein of our report dated August 23, 1996, with respect to the consolidated
financial statements of The Hain Food Group, Inc. included in its Annual Report
(Form 10-KSB) for the year ended June 30, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
-------------------------
ERNST & YOUNG LLP
Melville, New York
August 14, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEETS OF THE HAIN FOOD GROUP, INC. AS OF MARCH 31, 1997 AND JUNE 30, 1996 AND
THE RELATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1997
AND THE FISCAL YEAR ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS
<FISCAL-YEAR-END> JUN-30-1996 JUN-30-1997
<PERIOD-START> JUL-01-1995 JUL-01-1996
<PERIOD-END> JUN-30-1996 MAR-31-1997
<CASH> 306 305
<SECURITIES> 0 0
<RECEIVABLES> 8759 7264
<ALLOWANCES> 58 165
<INVENTORY> 7346 7344
<CURRENT-ASSETS> 16992 15828
<PP&E> 1084 1267
<DEPRECIATION> 339 530
<TOTAL-ASSETS> 47442 45726
<CURRENT-LIABILITIES> 10452 9870
<BONDS> 12105 11016
<COMMON> 89 89
0 0
0 0
<OTHER-SE> 24335 24379
<TOTAL-LIABILITY-AND-EQUITY> 47442 45726
<SALES> 68606 46177
<TOTAL-REVENUES> 68606 46177
<CGS> 40884 28840
<TOTAL-COSTS> 62624 28840
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 123 0
<INTEREST-EXPENSE> 2218 1240
<INCOME-PRETAX> 3764 1398
<INCOME-TAX> 1630 601
<INCOME-CONTINUING> 2134 797
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2134 797
<EPS-PRIMARY> .24 .09
<EPS-DILUTED> .24 .09
</TABLE>
