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)
March 5, 2000
THE HAIN FOOD GROUP, INC.
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(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.)
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50 Charles Lindbergh Boulevard
Uniondale, New York 11553
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 237-6200
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Item 5. Other Events
On March 6, 2000, The Hain Food Group, Inc. (the "Company") and Celestial
Seasonings, Inc. ("Celestial") jointly announced that they had executed a
definitive agreement dated March 5, 2000 pursuant to which the Company would
acquire the stock of publicly traded Celestial.
Under the terms of the agreement, 1.265 shares of the Company's common
stock will be exchanged for each outstanding share of Celestial common stock.
The Merger is intended to qualify as a tax-free reorganization for federal
income tax purposes and as a "pooling of interests" for accounting purposes.
Consummation of the acquisition is subject to certain conditions, including the
approval of the stockholders of both the Company and Celestial and, satisfaction
of the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.
A copy of the merger agreement and two related voting agreements dated
March 5, 2000 and the press release jointly issued by the Company and Celestial
on March 6, 2000 are attached hereto as Exhibits and are incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger by and between The Hain Food Group,
Inc. and Celestial Seasonings, Inc. dated March 5, 2000
10.1 Voting Agreement between Irwin D. Simon and Celestial Seasonings,
Inc. dated March 5, 2000
10.2 Voting Agreement between Mo Siegel and the Hain Food Group, Inc.
dated March 5, 2000
99.1 Press release dated March 6, 2000
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 13, 2000 By: /s/ Gary M. Jacobs
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Gary M. Jacobs
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger by and between The Hain Food Group, Inc.
and Celestial Seasonings, Inc. dated March 5, 2000
10.1 Voting Agreement between Irwin D. Simon and Celestial Seasonings, Inc.
dated March 5, 2000
10.2 Voting Agreement between Mo Siegel and the Hain Food Group, Inc. dated
March 5, 2000
99.1 Press release dated March 6, 2000