Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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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): September 14, 2007
 
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THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
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Delaware
0-22818
22-3240619
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

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)

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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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 


 
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On September 14, 2007, The Hain Celestial Group, Inc. (the “Company”) received a Nasdaq Staff Determination letter indicating that the Company is not in compliance with the filing requirements for continued listing set forth in Marketplace Rule 4310(c)(14) due to the fact that it did not timely file its Form 10-K for its fiscal year ended June 30, 2007 and, as a result, the Company’s securities are subject to delisting from The Nasdaq Global Select Market. The Company has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. There can be no assurance the Panel will grant the Company’s request for continued listing. Pending a decision by the Panel, the Company’s shares will remain listed on The Nasdaq Global Select Market.

A copy of the press release announcing the Company’s receipt of the Nasdaq Staff Determination letter and the Company’s response is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
 
Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.
  
Description
 
99.1
  
 
Press Release dated September 20, 2007.


 
 
 
 


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: September 20, 2007

THE HAIN CELESTIAL GROUP, INC.
 
        (Registrant)
 
 
By: /s/ Ira J. Lamel                       
 
       Name: Ira J. Lamel
 
       Title: Executive Vice President and
 
                 Chief Financial Officer