UNITED STATES
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): June 12, 2006
Hansen Natural Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 0-18761 |
39-1679918 |
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(IRS Employer Identification No.) |
1010 Railroad Street
Corona, California 92882
(Address of principal executive offices and zip code)
(951) 739 - 6200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
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Item 8.01. Other Events.
On June 12, 2006, Hansen Natural Corporation issued a press release announcing a 4-for-1 stock split of its Common Stock to be effected in the form of a 300% stock dividend. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits. |
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The following exhibit is furnished herewith: |
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Exhibit 99.1 Press Release dated June 12, 2006. |
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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.
Hansen Natural Corporation
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Date: June 12, 2006 |
/s/Hilton H. Schlosberg |
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Hilton H. Schlosberg
Vice Chairman of the Board of Directors,
President and Chief Financial Officer
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CONTACTS: |
Rodney C. Sacks |
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Chairman and Chief Executive Officer | ||
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(951) 739-6200 |
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Hilton H. Schlosberg
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Vice Chairman |
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(951) 739-6200 | |
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Roger S. Pondel |
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PondelWilkinson Inc. | ||
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(310) 279-5980 |
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Hansen Natural Board Declares Four-for-One Stock Split
Corona, CA – June 12, 2006 – Hansen Natural Corporation (NASDAQ:HANS) today announced that its Board of Directors has declared a 4-for-1 split of its common stock which will be effected in the form of a 300% stock dividend. Shareholders will be entitled to receive three additional shares for each share held. The new shares will be distributed via mail or electronically on or after July 7, 2006 to the record holders of the Company’s common stock as of the close of business (EST) on June 30, 2006.
As of today, there are approximately 22,676,583 million shares of the Company’s common stock outstanding. After the distribution of the stock dividend, there will be approximately 90,706,332 million shares of the Company’s common stock outstanding. Fractional shares resulting from the stock dividend will be paid in cash in lieu of issuing fractional shares in an amount equal to such fraction multiplied by the closing price of the Common Stock on June 30, 2006. The Company expects that its stock will begin to trade on a post-split basis on July 10, 2006.
“The Board’s action conveys its confidence in the long-term prospects for Hansen,” said Rodney C. Sacks, chairman and chief executive officer. “Additionally, we hope this will improve the Company’s stock liquidity and decrease its volatility in the marketplace as a result of the increase in the number of shares outstanding.”
Hansen Natural Corporation markets and distributes Hansen’s® Natural Sodas, Signature Sodas, fruit juice Smoothies, Energy drinks, Energade® energy sports drinks, E20
(more)
Energy Water®, Sparkling Lemonades and Orangeades, multi-vitamin juice drinks in aseptic packaging, Junior Juice® juice, iced teas, lemonades and juice cocktails, apple juice and juice blends, Blue Sky® brand beverages, Monster Energy® brand energy drinks, Lost® Energy™ brand energy drinks, Joker Mad Energy™, Rumba™ and Unbound® brand energy drinks and Fizzit™ brand powdered drink mixes. Hansen’s can be found on the Web at www.hansens.com.
Certain statements made in this announcement may constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the expectations of management with respect to revenues and profitability. Management cautions that these statements are qualified by their terms/or important factors, many of which are outside of the control of the company, that could cause actual results and events to differ materially from the statements made herein, including, but not limited to, the following: Changes in consumer preferences, changes in demand that are weather related, particularly in areas outside of California, competitive pricing and/or marketing pressures, activities and strategies of competitors, changes in the price and/or availability of raw materials for the company’s products, the availability of production and/or suitable facilities, the marketing efforts of the distributors of the company’s products, most of which distribute products that are competitive with the products of the company, the introduction of new products, as well as unilateral decisions that may be made by grocery and/or convenience chain stores, specialty chain stores, club stores and other customers to discontinue carrying all or any of the company’s products that they are carrying at any time and other risks detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission. The Company’s actual results could differ materially from those contained in the forward looking statements. The Company assures no obligation to update any forward looking statements.
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