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): April 20, 2007
Hansen Natural Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| |
| 0-18761 | 39-1679918 |
| (Commission File Number) | (IRS Employer Identification No.) |
1010 Railroad Street
Corona, California 92882
(Address of principal executive offices and zip code)
(951) 739 - 6200
(Registrant's telephone number, including area code)
N/A
(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 8.01. Other Events
On April 20, 2007, Hansen Natural Corporation ("the Company") held a Special Meeting of Stockholders (the "Special Meeting") pursuant to a notice and proxy statement together with supplementary information, sent to holders of common stock at the close of business on March 13, 2007. The proposal voted upon at the Special Meeting was an amendment to Section 4(a) of the Company's Stock Option Plan for Outside Directors (the "1994 Plan"), which extended the time period during which grants may be made under the 1994 Plan through November 30, 2004.
As previously disclosed, on January 4, 2007, the Company notified the Nasdaq Stock Market ("Nasdaq") of its inadvertent issuance of an out-of-plan option to purchase 12,000 shares of the Company's common stock (pre stock splits) to an outside director of the Company (the "Option") on November 5, 2004, approximately four months after the expiration date of the 1994 Plan, in apparent violation of Nasdaq Marketplace Rule 4350(i)(l)(A). On February 26, 2007, the Company received a notice from Nasdaq stating that among other things, as a condition to the Company's continued listing, the Company must inform the Nasdaq Listing Qualifications Panel, on or before May 1, 2007, that the Company has obtained stockholder approval for the granting of the out-of-plan Option grant, or has unwound the Option grant.
Stockholder approval for the proposal amending Section 4(a) of the 1994 Plan to extend the time period during which grants may be made under the 1994 Plan through November 30, 2004 was obtained at the Company's Special Meeting thereby encompassing the previously issued out-of-plan Option grant. The Company has informed Nasdaq that such stockholder approval was obtained.
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| Votes | Votes | Broker |
| For | Against | Abstained | Non-Votes |
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Amendment to Section 4(a) of the
Company's Stock Option Plan for
Outside Directors (the "1994 Plan"),
which extended the time period during
which grants may be made under the
1994 Plan through November 30, 2004. | 51,977,232 | 10,496,620 | 115,816 | 0 |
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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.
Hansen Natural Corporation
Date: April 24, 2007 | /s/ Hilton H. Schlosberg |
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Hilton H. Schlosberg
Vice Chairman of the Board of Directors,
President and Chief Financial Officer