UNITED
STATES
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): December 5,
2007
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)
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:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 5, 2007, The Hain Celestial Group, Inc.’s Board of Directors amended
Article V, Section 1 (regarding Share Certificates), Article V, Section 3
(regarding Transfer of Shares) and Article V, Section 7 (regarding Lost,
Destroyed or Mutilated Certificates) of the Company's By-laws in order to enable
the Company to comply with Nasdaq Stock Market Marketplace Rule 4350(l) (the
"Direct Registration Rule"). The Direct Registration Rule requires Nasdaq-listed
securities to be eligible for a direct registration program operated by a
clearing agency registered under Section 17A of the Securities Exchange Act
on
and after January 1, 2008. A direct registration program is a system for
book-entry ownership of stock or other securities, in which shares are owned,
recorded and transferred electronically without the issuance of a physical
share
certificate. Because the Company’s By-laws previously required that each
stockholder was entitled to a physical share certificate, the Company's Board
of
Directors determined that, in order for the Company to be able to comply with
the Direct Registration Rule, it was necessary and appropriate to amend the
Company's By-laws to provide the authority to have uncertificated shares.
The
Company’s Board of Directors also amended the By-laws in order to update
corporate office and registered agent information. In addition, the Company’s
Board of Directors amended Article II, Section 4 (regarding Notice of Meetings),
Article II, Section 11 (regarding Notice of Meeting), Article III, Section
6
(regarding Notice of Meeting) and Article III, Section 14 (regarding Action
By
Consent) to update the manner in which such notices and written consents may
be
delivered to include electronic transmission. Article IX was also amended to
permit the Company’s Board of Directors to amend or repeal the By-Laws by
written consent. Previously, the Company’s Board of Directors could amend the
By-laws only at a regular or special meeting.
The
foregoing description is qualified in its entirety by the Amended and Restated
By-laws, a copy of which is filed as Exhibit 3.01 to this report, and which
are
incorporated by reference into this description.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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Exhibit
No.
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Description
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3.01
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Amended
and Restated By-Laws of The Hain Celestial Group, Inc., as amended
December 5, 2007.
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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: December
7,
2007
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THE
HAIN CELESTIAL GROUP, INC.
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(Registrant)
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By:
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/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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