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)
February 26, 1997
THE HAIN FOOD 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.)
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 516-237-6200
- --------------------------------------------------------------------------------
(Former name or address, if changed since last report)
<PAGE>
Page 2 of 6
Item 5. Other Events.
On February 26, 1997, The Hain Food Group, Inc., a Delaware corporation
(the "Company"), entered into an agreement (the "Agreement") between the Company
and Weight Watchers Gourmet Food Company, a Delaware corporation ("WWGF") and a
wholly owned subsidiary of H.J. Heinz Company, a Pennsylvania corporation
("Heinz"), pursuant to which the Company will manufacture, market, distribute
and sell certain Weight Watchers dry and refrigerated food products in
supermarkets and other food establishments throughout the United States and
Puerto Rico under a profit sharing arrangement which provides, among other
things, for the issuance by the Company to Heinz of up to 250,000 warrants to
purchase the Company's common stock at prices ranging from $7.00 to $9.00 per
share.
Under the Agreement, the Company and WWGF will enter into a sublicensing
arrangement pursuant to which the Company can use certain trademarks of WWGF for
a five year term, which is renewable under certain circumstances. The Company
expects the transaction to close on or about April 1, 1997.
A copy of a press release issued by the Company on March 3, 1997 is
attached hereto as Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
20 Press release dated
March 3, 1997
<PAGE>
Page 3 of 6
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 FOOD GROUP, INC.
Dated: March 5, 1997 By: /s/ Jack Kaufman
-----------------------------
Jack Kaufman
Chief Financial Officer
<PAGE>
Page 4 of 6
EXHIBIT INDEX
Number Description Page
- ------ ----------- ----
20 Press release dated March 3, 1997 5
Page 5 of 6
Exhibit 20
NEWS RELEASE
THE HAIN FOOD GROUP
50 Charles Lindbergh Blvd.
Uniondale, NY 11553
(516) 237-6200
Fax: (516) 237-6240
For Further Information
Please Contact:
Jack Kaufman, Chief Financial Officer Roger Spencer/Philip Thomas
Hain Food Group The P.L. Thomas Group
(516) 237-6200 (312) 906-8060
FOR IMMEDIATE RELEASE
THE HAIN FOOD GROUP, INC. ANNOUNCES VENTURE
WITH H.J. HEINZ COMPANY
RELATING TO CERTAIN WEIGHT WATCHERS PRODUCTS
Uniondale, NY, March 3, 1997 -- The Hain Food Group, Inc. (Nasdaq:NOSH),
announced an agreement with Weight Watchers Gourmet Food Company (a wholly owned
subsidiary of H.J. Heinz Company) for the manufacture, marketing and sale of
certain Weight Watchers dry and refrigerated food products. Sales of these
products were approximately $17 million for the latest 12 month period. Terms
were not disclosed, however, the Company did report that Heinz will share in
operating profits of the products and Hain will issue warrants to Heinz to
acquire up to 250,000 shares of Hain common stock at prices ranging from $7 to
$9 per share, according to Irwin D. Simon, president and chief executive officer
of Hain.
The agreement, which includes a license arrangement, provides that Hain will
assume responsibility for the products which are sold in supermarkets and other
food establishments throughout the U.S. and Puerto Rico. The line includes salad
dressings, canned soups, sauces, cookies and snacks, grated cheese, mayonnaise
and margarine. Subject to the completion of documentation, the transaction is
expected to close on or about April 1, 1997. The initial license period is for
five years, and is renewable under certain circumstances for additional five
year periods.
<PAGE>
Page 6 of 6
Simon commented, "We are extremely pleased to have the prestigious Weight
Watchers name alongside Hain's other brand names. The Weight Watchers products
included in the license arrangement are sold principally through the same
distribution channels as the Hain brands, and are often displayed in
supermarkets alongside other Hain products. The arrangement permits Hain to
manage the Weight Watchers brand products along with their own. Weight Watchers
Gourmet Food Company will then focus its efforts on its main businesses - frozen
entrees, desserts and side dishes. These synergies were a principal reason that
Heinz selected Hain as the licensee for the product line."
The Hain Food Group, headquartered in Uniondale, NY, is a specialty food company
which has a product portfolio comprised of six key brands: Hain Pure Foods(TM),
an all-natural food brand including rice cakes and other snack foods; Estee(TM)
sugar-free and fructose-sweetened products; Hollywood(TM) safflower, canola, and
peanut oils, mayonnaise and margarine; Kineret(TM) Kosher foods;
Featherweight(TM) low-sodium foods; and Farm Foods(TM) frozen vegetarian
products.
## ## ##
