HAIN CELESTIAL GROUP INC — Regulatory Filings 2010

May 12, 2010

As filed with the Securities and Exchange Commission on May 12, 2010.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE HAIN CELESTIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	22-3240619
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
58 South Service Road Melville, New York	11747
(Address of principal executive offices)	(Zip Code)

THE HAIN CELESTIAL GROUP, INC.

Amended and Restated 2002 Long Term Incentive and Stock Award Plan

(Full title of the plan)

Irwin D. Simon

Chairman of the Board,

President and Chief Executive Officer

The Hain Celestial Group, Inc.

58 South Service Road

Melville, New York 11747

(Name and address of agent for service)

(631) 730-2200

(Telephone number, including area code, of agent for service)

Copy to:

Roger Meltzer, Esq.

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 335-4500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered (1)	Amount to be Registered	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (2)
Common Stock, $0.01 par value	2,100,000 shares (3)	$17.84	$37,464,000	$2,671.18

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers any additional securities to be offered or issued from stock splits, stock dividends or similar transactions.

(2) Computed in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, by averaging the high and low sales prices of the Registrant’s common stock reported on the Nasdaq Global Select Market on May 6, 2010. The registration fee is calculated only with respect to the additional securities registered on this Registration Statement.

(3) Represents additional shares of Common Stock issuable pursuant to The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan.

EXPLANATORY NOTE

The Hain Celestial Group, Inc. (“ Hain ” or the “ Registrant ”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “ Securities Act ”), to register an additional 2,100,000 shares of common stock authorized for issuance under the Registrant’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the “ 2002 Plan ”). A registration statement on Form S-8 (File No. 333-102017) was filed with the Securities and Exchange Commission (the “ Commission ”) on December 19, 2002, covering the registration of 1,600,000 shares of common stock authorized for issuance under the 2002 Plan. A registration statement on Form S-8 (File No. 333-111881) was filed with the Commission on January 13, 2004, covering the registration of an additional 1,500,000 shares of common stock authorized for issuance under the 2002 Plan. A registration statement on Form S-8 (File No. 333-140180) was filed with the Commission on January 24, 2007, covering the registration of an additional 2,750,000 shares of common stock authorized for issuance under the 2002 Plan. A registration statement on Form S-8 (File No. 333-158357) was filed with the Commission on April 1, 2009, covering the registration of an additional 600,000 shares of common stock authorized for issuance under the 2002 Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 2,100,000 shares of common stock under the 2002 Plan. Pursuant to such Instruction E, the contents of the registration statements on Form S-8 (File Nos. 333-102017, 333-111881, 333-140180 and 333-158357) are incorporated herein by reference. The current registration of 2,100,000 shares will increase the number of shares of common stock registered under the 2002 Plan from 6,450,000 shares to 8,550,000 shares.

EXHIBITS

The following exhibits are filed as part of this Registration Statement:

4.1	The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (1)
4.2	Amended and Restated Certificate of Incorporation (2)
4.3	Specimen of common stock certificate (3)
5.1	Legal opinion of DLA Piper LLP (US) +
23.1	Consent of Ernst & Young LLP +
23.2	Consent of DLA Piper LLP (US) (contained in Exhibit 5.1)
99.1	Form of Stock Option Agreement under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (4)
99.2	Form of Option Agreement with the Company’s Chief Executive Officer under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan
(5)
99.3	Form of Restricted Stock Agreement under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (6)
99.4	Form of Restricted Stock Agreement with the Company’s Chief Executive Officer under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (7)
99.5	Form of Restricted Stock Agreement with Mitchell Ring under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (8)
99.6	Form of Notice of Grant of Restricted Stock Award under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (9)

(1) Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant with the Commission on November 25, 2009 and incorporated herein by reference.

(2) Filed as Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-4 (Commission File No. 333-33830) filed by the Registrant with the Commission on April 24, 2000 and incorporated herein by reference.

(3) Filed as Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-4 (Commission File No. 333-33830) filed by the Registrant with the Commission on April 24, 2000 and incorporated herein by reference.

(4) Filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by the Registrant with the Commission on February 9, 2010 and incorporated herein by reference.

(5) Filed as Exhibit 10.2 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

(6) Filed as Exhibit 10.3 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

(7) Filed as Exhibit 10.4 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

(8) Filed as Exhibit 10.5 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

(9) Filed as Exhibit 10.6 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

• Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Melville, State of New York, on May 12, 2010.

THE HAIN CELESTIAL GROUP, INC.
By:	/ S / I RA . J.
L AMEL
Name:	Ira J. Lamel
Title:	Executive Vice President and
	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed as of April 30, 2010, by the following persons in the capacities indicated.

Name	Title
/ S / I RWIN D.
S IMON Irwin D. Simon	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
/ S / I RA J.
L AMEL Ira J. Lamel	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/ S / M ICHAEL J.
S PEILLER Michael J. Speiller	Vice President and Chief Accounting Officer (Principal Accounting Officer)
/ S / B ARRY J.
A LPERIN Barry J. Alperin	Director
/ S / R ICHARD C.
B ERKE Richard C. Berke	Director
/ S / B ETH L.
B RONNER Beth L. Bronner	Director
/ S / J ACK F UTTERMAN Jack Futterman	Director
/ S / D ANIEL R.
G LICKMAN Daniel R. Glickman	Director
/ S / M ARINA H AHN Marina Hahn	Director
/ S / R OGER M ELTZER Roger Meltzer	Director
/ S / L EWIS D.
S CHILIRO Lewis D. Schiliro	Director
/ S / L ARRY S.
Z ILAVY Larry S. Zilavy	Director

INDEX TO EXHIBITS

Exhibit No	Description
4.1	The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (1)
4.2	Amended and Restated Certificate of Incorporation (2)
4.3	Specimen of common stock certificate (3)
5.1	Legal opinion of DLA Piper LLP (US) +
23.1	Consent of Ernst & Young LLP +
23.2	Consent of DLA Piper LLP (US) (contained in Exhibit 5.1)
99.1	Form of Stock Option Agreement under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (4)
99.2	Form of Option Agreement with the Company’s Chief Executive Officer under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan
(5)
99.3	Form of Restricted Stock Agreement under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (6)
99.4	Form of Restricted Stock Agreement with the Company’s Chief Executive Officer under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (7)
99.5	Form of Restricted Stock Agreement with Mitchell Ring under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (8)
99.6	Form of Notice of Grant of Restricted Stock Award under the Company’s Amended and Restated 2002 Long Term Incentive and Stock Award Plan (9)

(1) Filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant with the Commission on November 25, 2009 and incorporated herein by reference.

(2) Filed as Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-4 (Commission File No. 333-33830) filed by the Registrant with the Commission on April 24, 2000 and incorporated herein by reference.

(3) Filed as Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-4 (Commission File No. 333-33830) filed by the Registrant with the Commission on April 24, 2000 and incorporated herein by reference.

(4) Filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by the Registrant with the Commission on February 9, 2010 and incorporated herein by reference.

(5) Filed as Exhibit 10.2 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

(6) Filed as Exhibit 10.3 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

(7) Filed as Exhibit 10.4 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

(8) Filed as Exhibit 10.5 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

(9) Filed as Exhibit 10.6 to the Current Report on Form 8-K/A filed by the Registrant with the Commission on April 7, 2008 and incorporated herein by reference.

• Filed herewith.