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HAIN > SEC Filings for HAIN > Form 8-K on 16-Sep-2013All Recent SEC Filings

Show all filings for HAIN CELESTIAL GROUP INC

Form 8-K for HAIN CELESTIAL GROUP INC


16-Sep-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

On September 12, 2013, The Hain Celestial Group, Inc. ("Hain Celestial" or the "Company") entered into entered into an Underwriting Agreement (the "Underwriting Agreement") with Jefferies LLC as the sole underwriter (the "Underwriter") and various selling shareholders party thereto (collectively, the "Selling Shareholders"), relating to the sale by the Selling Shareholders to the Underwriter of an aggregate of 3,589,963 shares (the "Shares") of Hain Celestial common stock, par value $0.01 (the "Common Stock"), at a purchase price per share of $78.25.

The Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to Exhibit 1.1 to this report. The Underwriting Agreement is filed with reference to and is hereby incorporated by reference into the automatically effective Registration Statement on Form S-3ASR (File No. 333-184584) dated October 24, 2012 and filed by the Company with the Securities and Exchange Commission (the "Commission") on October 25, 2012 (the "Registration Statement").

The Shares were offered and sold pursuant to a prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in connection with an offering pursuant to the Registration Statement.

A copy of the legal opinion relating to the Shares and the consent of DLA Piper LLP (US), outside counsel to the Company, are attached hereto as Exhibit 5.1 and Exhibit 23.1, respectively.



Item 9.01 Financial Statements and Exhibits
(d) Exhibits
1.1*    Underwriting Agreement
5.1*    Opinion of DLA Piper LLP (US)
23.1*   Consent of DLA Piper LLP (US) (included in Exhibit 5.1)

* Filed herewith


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