As filed with the Securities and Exchange Commission on June 2, 2000
Registration No. 333-33830
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-4
ON FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE HAIN CELESTIAL GROUP, INC.
(formerly known as 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
(Address of principal executive offices) (Zip Code)
CELESTIAL SEASONINGS, INC.
1993 Long-Term Incentive Plan
1994 Non-Employee Director Compensation Plan
Stock Option Agreement dated July 8, 1993
Option Agreement dated June 13, 1997
Stock Option Agreement dated June 16, 1997
(Full titles of the plans)
Irwin D. Simon
Chairman of the Board,
President and Chief Executive Officer
The Hain Celestial Group, Inc.
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(Name and address of agent for service)
(516) 237-6200
(Telephone number, including area code, of agent for service)
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copy to:
Roger Meltzer, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
(212) 701-3000
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
Registered Registered Offering Price Per Share(1) Offering Price (1) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, par value 1,610,670 shares N/A N/A N/A
$.01 per share
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(1) This Post-Effective Amendment No. 1 to Form S-4 on Form S-8 covers
1,610,670 shares of the Registrant's common stock, par value $.01 per
share, originally registered on the Registration Statement on Form S-4 to
which this Post Effective Amendment relates. These 1,610,670 shares of
common stock are issuable pursuant to options granted under Celestial
Seasonings, Inc.'s 1993 Long-Term Incentive Plan, 1994 Non-Employee
Director Compensation Plan, Stock Option Agreement dated July 8, 1993,
Option Agreement dated June 13, 1997 and Stock Option Agreement dated June
16, 1997 (the "Plans"). See "Purpose of Amendment."
<PAGE>
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(2) The registrant previously paid $84,242 upon the initial filing of the
Registration Statement to register 12,272,914 shares of common stock
issuable to the stockholders of Celestial Seasonings, Inc., including the
1,610,670 shares of common stock which may be issued pursuant to the Plans.
<PAGE>
Purpose of Amendment
The purpose of this Post Effective Amendment No. 1 is to register on Form
S-8 1,610,670 shares of common stock, par value $.01 per share, of The Hain
Celestial Group, Inc. (formerly The Hain Food Group, Inc.), a Delaware
corporation ("Hain" or "Registrant") previously registered on Form S-4
(Registration No. 333-33830) for issuance pursuant to options granted under the
Celestial Seasonings, Inc. ("Celestial") 1993 Long-Term Incentive Plan, 1994
Non-Employee Director Compensation Plan, Stock Option Agreement dated July 8,
1993 between Celestial and Ron Davis, Option Agreement dated June 13, 1997
between Celestial and Mo Siegel, and Stock Option Agreement dated June 16, 1997
between Celestial and Stephen B. Hughes (the "Plans"). The Plans have been
assumed by Hain under the terms and conditions of the Agreement and Plan of
Merger dated as of March 5, 2000 between the Registrant and Celestial which
provided for the merger of a Hain subsidiary with and into Celestial. The merger
was consummated on May 30, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
The following documents have been filed by The Hain Celestial Group, Inc.
(formerly The Hain Food Group, Inc.) ("Hain" or the "Registrant") with the
Securities and Exchange Commission (the "Commission") and are hereby
incorporated by reference in this Registration Statement:
(1) The description of Hain's Common Stock contained in Hain'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) Hain's annual report on Form 10-K filed with the Commission for the
fiscal year ended June 30, 1999;
(3) Hain's quarterly reports on Form 10-Q filed with the Commission for
the three-month period ended September 30, 1999, the six-month period
ended December 31, 1999 and the nine-month period ended March 31,
2000; and
(4) Hain's current report on Form 8-K dated April 27, 1999, as amended by
Amendment No. 3 thereto dated June 18, 1999, and Hain's current
reports on Form 8-K dated September 27, 1999 and March 13, 2000.
The following documents have been filed by Celestial Seasonings, Inc.
("Celestial") with the Commission and are hereby incorporated by reference in
this Registration Statement:
(1) Celestial's annual report on Form 10-K/A filed with the Commission for
the fiscal year ended September 30, 1999;
(2) Celestial's quarterly report on Form 10-Q filed with the Commission
for the three-month period ended December 31, 1999 and the six-month
period ended March 31, 2000; and
(3) Celestial's current report on Form 8-K dated March 14, 2000.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (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 Registration Statement 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 Registration Statement 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 state-
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ment. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the issuance of the securities
offered hereby will be passed upon for the Registrant by Cahill Gordon &
Reindel, 80 Pine Street, New York, New York 10005.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the certificate of incorporation of the Registrant
eliminates the personal liability of directors 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 Registrant 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 DGCL 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, in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnification 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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
4.1 Celestial Seasonings, Inc. 1993 Long Term Incentive Plan.
4.2 Celestial Seasonings, Inc. 1994 Non-Employee Director Compensation Plan.
4.3 Stock Option Agreement dated July 8, 1993 between Celestial and Ron Davis.
4.4 Option Agreement dated June 13, 1997 between Celestial and Mo Siegel.
4.5 Stock Option Agreement dated June 16, 1997 between Celestial and Stephen B.
Hughes.
5 Opinion of Cahill Gordon & Reindel regarding the legality of the securities
being registered.
15 Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Deloitte & Touche LLP, Independent Auditors.
23.4 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
24* Powers of Attorney authorizing execution of this Registration Statement on
Form S-8 on behalf of certain directors of Registrant (included on
signature pages to the Registration Statement).
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* Previously filed.
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ITEM 9. 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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, 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) That, for purposes of determining any liability under the Securities
Act, 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
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(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission, such indemnification is
against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. 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 this Post-Effective Amendment
No. 1 to Form S-4 on Form S-8 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 2nd day of June 2000.
THE HAIN CELESTIAL GROUP, INC.
(REGISTRANT)
By: /s/ Gary M. Jacobs
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Name: Gary M. Jacobs
Title: Chief Financial Officer, Treasurer
and Secretary
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Form S-4 Registration Statement on Form
S-8 has been signed by the following persons in the capacities and on the date
indicated.
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<S> <C> <C>
/s/ Irwin D. Simon* Chairman of the Board of Directors, June 2, 2000
---------------------------------------------- President and Chief Executive Officer
Irwin D. Simon (Principal Executive Officer)
Vice Chairman of the Board of June 2, 2000
---------------------------------------------- Directors
Mo Siegel
/s/ Andrew R. Heyer* Director June 2, 2000
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Andrew R. Heyer
/s/ Gary M. Jacobs Chief Financial Officer, Treasurer June 2, 2000
---------------------------------------------- and Secretary
Gary M. Jacobs (Principal Financial and Accounting
Officer)
/s/ Beth L. Bronner* Director June 2, 2000
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Beth L. Bronner
/s/ Jack Futterman* Director June 2, 2000
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Jack Futterman
/s/ James S. Gold* Director June 2, 2000
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James S. Gold
/s/ Kenneth J. Daley* Director June 2, 2000
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Kenneth J. Daley
/s/ Joseph Jimenez* Director June 2, 2000
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Joseph Jimenez
/s/ A.G. Malcolm Ritchie* Director June 2, 2000
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A.G. Malcolm Ritchie
Director June 2, 2000
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Marina Hahn
Director June 2, 2000
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Gregg A. Ostrander
*By:/s/ Gary M. Jacobs
Gary M. Jacobs
Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
Exhibit Description
4.1 Celestial Seasonings, Inc. 1993 Long-Term Incentive Plan.
4.2 Celestial Seasonings, Inc. 1994 Non-Employee Director Compensation Plan.
4.3 Stock Option Agreement dated July 8, 1993 between Celestial and Ron Davis.
4.4 Option Agreement dated June 13, 1997 between Celestial and Mo Siegel.
4.5 Stock Option Agreement dated June 16, 1997 between Celestial and Stephen B.
Hughes.
5 Opinion of Cahill Gordon & Reindel regarding the legality of the securities
being registered.
15 Letter of Deloitte & Touche LLP regarding unaudited interim financial
information.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Deloitte & Touche LLP, Independent Auditors.
23.4 Consent of Cahill Gordon & Reindel (included in Exhibit 5).
24* Powers of Attorney authorizing execution of this registration statement on
Form S-8 on behalf of certain directors of the registrant (included on
signature pages of this Registration Statement).
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* Previously filed.
