Natural Foods Merchandiser

Hain Celestial accused of backdating stock options, but agrees to settlement without penalty

Hain Celestial Group, the Melville-based makers of natural and organic products, will settle charges filed against it by the U.S. Securities and Exchange Commission, in which the company was accused of backdating and re-pricing stock options for its employees and reporting false information to shareholders and the SEC.

As part of the settlement, Hain Celestial will not pay a monetary penalty. Instead, the company – without admitting guilt – agrees not to violate the law in the future. The agreement, according to an SEC spokesman, was offered because there are several factors that dictate a criminal penalty and the formula was not met in this case, mainly because Hain Celestial cooperated with the SEC.

“I think it was a fair result given the fact that the company cooperated with the investigation, and the age of the case,” said SEC trial attorney Richard Simpson. “This dates back seven to nine years ago.”

Under the agreement, Hain Celestial agreed to a permanent injunction and if the company violates the law in the future, the SEC will take more aggressive action, Simpson said.

Late last week, the SEC charged Hain Celestial with fraud. In 2007, the SEC raised concerns that from 1998 to 2002 Hain Celestial backdated stock options, making it appear that stock options had been granted at earlier dates. In addition, the SEC claims Hain Celestial did not have adequate internal controls relating to the granting of stock options from 1993 to 2005.

After the company became aware that the SEC was investigating, Hain Celestial appointed a group of independent directors and legal counsel to examine its practices. Last year, the company restated about eight years of its financial data after reviewing 48 grants.

According to a Bloomberg report, Hain officials admitted to making mistakes in how the company accounted for options, and they reduced profit by $1.5 million.

Hain Celestial officials were not immediately available to comment.

Companies that engage in backdating options typically change the dates to lock in a lower price, which shows that options were awarded at a time that makes them worth more. It's against the law when companies fail to tell shareholders that options were backdated because this practice distorts compensation costs and makes earnings look better than they are, according to website Crain’s New York

While the SEC investigation is over, Hain Celestial may still be held accountable to shareholders. The company is expected to reach an agreement with investors.

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