HANSEN NATURAL CORPORATION
1010 Railroad Street
Corona, California 92882
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 5, 2004
October 6, 2004
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Hansen Natural Corporation (the "Company") to be held on Friday, November 5,
2004 at 3:00 p.m., in the Boardroom at the Company's corporate headquarters,
1010 Railroad Street, Corona, California 92882.
In addition to the specific matters to be voted on at the meeting, there
will be a report on the Company's business and an opportunity for stockholders
of the Company to ask questions. I hope that you will be able to join us. Your
vote is important to us and to our business. I encourage you to sign and return
your proxy card, so that your shares will be represented and voted at the
meeting even if you cannot attend.
Sincerely,
Rodney C. Sacks
Chairman of the Board
HANSEN NATURAL CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 5, 2004
TO THE STOCKHOLDERS OF THE COMPANY:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Hansen
Natural Corporation ("Hansen" or the "Company") will be held on Friday, November
5, 2004 at 3:00 p.m., in the Company's Boardroom at its corporate headquarters,
1010 Railroad Street, Corona, California 92882, for the following purposes:
1. To elect seven directors to serve until the 2005 annual meeting of
stockholders of the Company.
2. To ratify the appointment of Deloitte & Touche, LLP to serve as
independent auditors of the Company for the year ending December 31,
2004.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement for Annual Meeting of Stockholders accompanying this Notice.
Only stockholders of the Company of record at the close of business on
September 18, 2004 are entitled to notice of and to vote at the meeting and any
adjournment thereof.
We will make available a list of stockholders as of the close of business
on September 18, 2004, for inspection by stockholders during normal business
hours from 9:00 a.m. to 5:00 p.m. on November 5, 2004, at the Company's
principal place of business, 1010 Railroad Street, Corona, California 92882.
This list will also be available to stockholders at the Annual Meeting. All
stockholders of the Company are cordially invited to attend the meeting in
person. However, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope enclosed for that purpose. You may
revoke your voted proxy at any time prior to the Annual Meeting or vote in
person if you attend the meeting.
A copy of the Company's Annual Report to Stockholders of the Company is
enclosed.
Sincerely,
Rodney C. Sacks
Chairman of the Board
Corona, California
October 6, 2004
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
HANSEN NATURAL CORPORATION
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed Proxy is solicited on behalf of Hansen Natural Corporation
("Hansen" or the "Company") for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held Friday, November 5, 2004 at 3:00 p.m.
local time, or at any adjournment thereof, for the purposes set forth herein and
in the accompanying Notice of Annual Meeting of Stockholders of the Company. The
Annual Meeting will be held at the Boardroom, 1010 Railroad Street, Corona,
California 92882.
These proxy solicitation materials are being mailed on or about October 6,
2004, together with the Company's 2003 Annual Report to Stockholders of the
Company, to all stockholders of the Company entitled to vote at the meeting.
Record Date and Principal Stockholders
Holders of record of common stock at the close of business on September 18,
2004 are entitled to notice of and to vote at the meeting each share of which is
entitled to one vote. There are no other outstanding voting securities of the
Company. As of September 18, 2004, 10,883,582, shares of the Company's common
stock were issued and outstanding. The following table sets forth, as of the
most recent practical date, September 18, 2004, the beneficial ownership of the
Company's common stock of those persons known to the Company to be the
beneficial owners of more than 5% of the Company's common stock:
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------------------------- -------------------- --------
Brandon Limited Partnership No. 1 (1) 497,822 4.4%
Brandon Limited Partnership No. 2 (2) 1,791,667 16.0%
Rodney C. Sacks (3) 2,914,489 (4) 26.0%
Hilton H. Schlosberg (5) 2,875,586 (6) 25.6%
James Douglas and Jean Douglas
Irrevocable Descendants' Trust (7) 1,053,561 (8) 9.4%
Fidelity Low Priced Stock Fund (9) 888,675 7.9%
1 The mailing address of Brandon Limited Partnership No. 1 ("Brandon No. 1")
is P.O. Box 124 St. Peters Port, Guernsey, United Kingdom. The general
partners of Brandon No. 1 are Rodney C. Sacks and Hilton H. Schlosberg.
1
2 The mailing address of Brandon Limited Partnership No. 2 ("Brandon No. 2")
is P.O. Box 124 St. Peters Port, Guernsey, United Kingdom. The general
partners of Brandon No. 2 are Rodney C. Sacks and Hilton H. Schlosberg.
3 The mailing address of Mr. Sacks is 1010 Railroad Street, Corona,
California 92882.
4 Includes 495,000 shares of common stock owned by Mr. Sacks; 497,822 shares
beneficially held by Brandon No. 1 because Mr. Sacks is one of Brandon No.
1's general partners; and 1,791,667 shares beneficially held by Brandon No.
2 because Mr. Sacks is one of Brandon No. 2's general partners. Also
includes options presently exercisable to purchase 100,000 shares of common
stock, out of options to purchase a total of 100,000 shares, exercisable at
$4.25 per share, granted pursuant to a Stock Option Agreement dated
February 2, 1999 between the Company and Mr. Sacks; and options presently
exercisable to purchase 30,000 shares of common stock, out of options to
purchase a total of 150,000 shares, exercisable at $4.20 per share, granted
pursuant to a Stock Option Agreement dated May 28, 2003 between the Company
and Mr. Sacks.
Mr. Sacks disclaims beneficial ownership of all shares deemed beneficially
owned by him hereunder except (i) 495,000 shares of common stock; (ii) the
130,000 shares presently exercisable under the Stock Option Agreements; and
(iii) 165,046 shares held by Brandon No. 1 allocable to the limited
partnership interests in Brandon No. 1 held by Mr. Sacks, his children, a
limited partnership of which Mr. Sacks is the general partner and his
children and he are the limited partners, and a trust for the benefit of
his children.
5 The mailing address of Mr. Schlosberg is 1010 Railroad Street, Corona,
California 92882.
6 Includes 456,097 shares of common stock owned by Mr. Schlosberg, of which
2,000 shares are owned jointly by Mr. Schlosberg and his wife; 497,822
shares beneficially held by Brandon No. 1 because Mr. Schlosberg is one of
Brandon No. 1's general partners; and 1,791,667 shares beneficially held by
Brandon No. 2 because Mr. Schlosberg is one of Brandon No. 2's general
partners. Also includes options presently exercisable to purchase 100,000
shares of common stock, out of options to purchase a total of 100,000
shares, exercisable at $4.25 per share, granted pursuant to a Stock Option
Agreement dated February 2, 1999 between the Company and Mr. Schlosberg;
and options presently exercisable to purchase 30,000 shares of common
stock, out of options to purchase a total of 150,000 shares, exercisable at
$4.20 per share, granted pursuant to a Stock Option Agreement dated May 28,
2003 between the Company and Mr. Schlosberg.
Mr. Schlosberg disclaims beneficial ownership of all shares deemed
beneficially owned by him hereunder except (i) 456,097 shares of common
stock; (ii) the 130,000 shares presently exercisable under Stock Option
Agreements; and (iii) 169,411 shares held by Brandon No. 1 allocable to the
limited partnership interests in Brandon No 1 held by Mr. Schlosberg and
his children.
7 The mailing address of this reporting person is 4040 Civic Center Drive,
Suite 530, San Rafael, California 94903.
8 Includes 404,036 shares of common stock owned by Kevin and Michelle
Douglas; 306,499 shares of common stock owned by James and Jean Douglas
Irrevocable Descendant's Trust; 322,306 shares of common stock owned by
Douglas Family Trust; and 20,720 shares of common stock owned by James E.
Douglas, III. Kevin and Michelle Douglas, Douglas Family Trust and James
and Jean Douglas Irrevocable Descendants' Trust and James E. Douglas III
are deemed members of a group that shares voting and dispositive power over
the shares.
9 The mailing address of this reporting person is 82 Devonshire Street,
Boston, Massachusetts 02109.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities to file by specific dates with the Securities Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of equity securities of the Company. Executive officers, directors and
greater than ten percent stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms that they file. The Company
is required to report in this proxy statement any failure of its directors and
executive officers and greater than ten percent stockholders to file by the
relevant due date any of these reports during the most recent fiscal year or
prior fiscal years.
2
To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company during the year ended December 31, 2003, all
Section 16(a) filing requirements applicable to the Company's executive
officers, directors and greater than ten percent stockholders were complied
with, except that Form 4's in respect of sales of the Company's stock required
to be filed by each of Mark Hall and Kirk Blower were inadvertently filed late.
The respective transactions were subsequently filed on Form 5's.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or duly executed proxy bearing a later date or by attending
the meeting and voting in person.
Voting and Solicitation
In accordance with the Company's by-laws:
* Directors shall be elected by the affirmative vote of a plurality of
the votes cast in person or by proxy by the holders of shares of
common stock entitled to vote in the election at the Annual Meeting;
and
* The ratification of Deloitte & Touche as independent auditors shall be
by the affirmative vote of the majority of the shares voting on the
proposal in person or by proxy at the Annual Meeting,
in each case, provided a quorum is present. Thus, abstentions and broker
non-votes will not be included in vote totals and will have no effect on the
outcome of the vote. No stockholder shall be entitled to cumulate votes.
The cost of soliciting proxies will be borne by the Company. The Company
may reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers and regular employees, without additional compensation,
personally or by telephone, telegram or letter.
Deadline for Receipt of Stockholder Proposals
It is presently intended that next year's Annual Meeting will be held in
October of 2005. Pursuant to Rule 14a-8 of the Exchange Act, proposals of
stockholders of the Company which are intended to be presented by such
stockholders at next year's Annual Meeting must be received by the Company by no
later than May 16, 2005 in order to be considered for inclusion in the proxy
statement and form of proxy relating to that meeting. Additionally, any
stockholder proposal for the 2005 Annual Meeting that is submitted outside the
processes of Rule 14a-8 will be considered untimely for purposes of Rule
14a-4(c)(1) of the Exchange Act if it is not submitted to the Company on or
before August 4, 2005. Proxies for that meeting may confer discretionary
authority to vote on any untimely proposal without express discretion from the
stockholders giving the proxies.
3
PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
The Company's Board of Directors (the "Board") is currently comprised of
seven members, each of whom is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's seven nominees named below, all of whom are presently
directors of the Company. In the event that any nominee is unable or declines to
serve as a director at the time of the Annual Meeting, the proxies will be voted
for any nominee designated by the present Board to fill the vacancy. The Company
is not aware of any nominee who will be unable or expects to decline to serve as
a director. The term of office of each person elected as a director will
continue until the next Annual Meeting or until a successor has been elected and
qualified.
The names of the nominees, and certain biographical information about them,
are set forth below.
Name Age Position
- -------------------- -------- ---------------------------------
Rodney C. Sacks (1) 54 Chairman of the Board of Directors
and Chief Executive Office
Hilton H. Schlosberg (1) 51 Vice Chairman of the Board of
Directors, Chief Financial
Officer, Chief Operating Officer
and Secretary
Benjamin M. Polk 53 Director
Norman C. Epstein (2),(3),(4) 63 Director
Harold C. Taber, Jr. (2),(4) 65 Director
Mark S. Vidergauz (3) 51 Director
Sydney Selati (2) 66 Director
1 Member of the Executive Committee of the Board of Directors
2 Member of the Audit Committee of the Board of Directors
3 Member of the Compensation Committee of the Board of Directors
4 Member of the Nominating Committee of the Board of Directors
Set forth below is a description of each nominee's principal occupation and
business background during the past five years.
Rodney C. Sacks has been Chairman of the Board, Chief Executive Officer and
director of the Company since November 1990. Mr. Sacks has been a member of the
Executive Committee of the Board of Directors of the Company since October 1992
and Chairman and a director of Hansen Beverage Company, a wholly owned
subsidiary of the Company ("HBC"), from June 1992 to the present.
4
Hilton H. Schlosberg has been Vice Chairman of the Board of Directors,
President, Chief Operating Officer, Secretary, and a director of the Company
since November 1990 and Chief Financial Officer of the Company since July 1996.
Mr. Schlosberg has been a member of the Executive Committee of the Board since
October 1992 and Vice Chairman of the Board of Directors, Secretary and a
director of HBC from July 1992 to the present.
Benjamin M. Polk has been a director of the Company since November 1990 and
Assistant Secretary and a director of HBC since October 1992 and July 1992,
respectively. Mr. Polk has been a partner at Schulte Roth & Zabel LLP since May
2004 prior to which, beginning in August 1976, he was employed as an associate
and later became a partner at Winston & Strawn LLP (New York, New York) and its
predecessors, Whitman Breed Abbott & Morgan, LLP and Whitman & Ransom.
Norman C. Epstein has been a director of the Company and member of the
Compensation Committee of the Board since June 1992 and since September 1997 has
been a member and Chairman of the Audit Committee of the Board and since
September 2004 has been a member of the Nominating Committee. Mr. Epstein has
been a director of HBC since July 1992. Mr. Epstein has been a director of
Integrated Asset Management Limited, a company listed on the London Stock
Exchange, since June 1998. Mr. Epstein currently is and has since 1997 been the
managing director of Cheval Acceptances, a mortgage finance company based in
London, England and from 1974 to December 1996 was a partner with Moore
Stephens, an international accounting firm (senior partner beginning 1989 and
the managing partner of Moore Stephens, New York from 1993 until 1995).
Harold C. Taber, Jr. has been a director of the Company since July 1992, a
member of the Audit Committee of the Board since April 2000 and a member of the
Nominating Committee since September 2004. Mr. Taber was President and Chief
Executive Officer and a director of HBC from July 1992 to June 1997. In
addition, Mr. Taber was a consultant for The Joseph Company from October 1997 to
March 1999 and for Costa Macaroni Manufacturing Company from July 2000 to
January 2002. Mr. Taber has been a director of Mentoring at Biola University
since July 2002.
Mark S. Vidergauz has been a director of the Company and member of the
Compensation Committee of the Board since June 1998. Mr. Vidergauz was a member
of the Audit Committee of the Board from April 2000 to May 2004. Mr. Vidergauz
currently is and has been Chief Executive Officer of Sage Group, LLC since April
2000 and was managing director and head of the Los Angeles office of ING Baring
Furman Selz LLC, a diversified financial services institution headquartered in
the Netherlands from April 1995 to April 2000.
Sydney Selati has been a director of the Company and member of the Audit
Committee of the Board since September 2004. Mr. Selati has been a director of
Barbeques Galore Ltd. since July 1997 and Chairman of the Board of Directors of
Galore USA since May 1988. Mr. Selati was president of Sussex Group Limited from
1984 to 1988.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES FOR DIRECTOR SET FORTH ABOVE.
5
Security Ownership of Management
The following table sets forth information as to the beneficial ownership
of shares of common stock of the Company as at September 18, 2004 held by
persons who are directors and/or officers of the Company, naming each of them,
and as to directors and officers of the Company as a group, without naming them.
Amount and Nature Percent
Name of Beneficial Owner* of Beneficial Owner of Class
- ------------------------- ------------------- ---------
Rodney C. Sacks 2,914,489 (1) 26.0%
Hilton H. Schlosberg 2,875,586 (2) 25.6%
Mark J. Hall 27,000 (3) **%
Harold C. Taber, Jr. 36,182 (4) **%
Michael Schott 24,384 (5) **%
Mark S. Vidergauz 12,000 **%
Kirk S. Blower 11,801 (6) **%
Norman C. Epstein - **%
Thomas J. Kelly - **%
Benjamin Polk - **%
Sydney Selati - **%
Officers and Directors as a group (11 members: 3,611,953 shares or 32.2% in
aggregate)
_____________
*Except as noted otherwise, the address for each of the named stockholders is
1010 Railroad Street, Corona, California 92882.
**Less than 1%
1 Includes 495,000 shares of common stock owned by Mr. Sacks; 497,822 shares
beneficially held by Brandon No. 1 because Mr. Sacks is one of Brandon No.
1's general partners; and 1,791,667 shares beneficially held by Brandon No.
2 because Mr. Sacks is one of Brandon No. 2's general partners. Also
includes options presently exercisable to purchase 100,000 shares of common
stock, exercisable at $4.25 per share, granted pursuant to a Stock Option
Agreement dated February 2, 1999 between the Company and Mr. Sacks; and
options presently exercisable to purchase 30,000 shares of common stock,
out of options to purchase a total of 150,000 shares, exercisable at $4.20
per share, granted pursuant to a Stock Option Agreement dated May 28, 2003
between the Company and Mr. Sacks.
Mr. Sacks disclaims beneficial ownership of all shares deemed beneficially
owned by him hereunder except (i) 495,000 shares of common stock; (ii) the
130,000 shares presently exercisable under the Stock Option Agreements; and
(iii) 165,046 share held by Brandon No. 1 allocable to the limited
partnership interests in Brandon No. 1 held by Mr. Sacks, his children, a
limited partnership of which Mr. Sacks is the general partner and his
children and he are the limited partners, and a trust for the benefit of
his children.
2 Includes 456,097 shares of common stock owned by Mr. Schlosberg of which
2,000 shares are owned jointly by Mr. Schlosberg and his wife; 497,822
shares beneficially held by Brandon No. 1 because Mr. Schlosberg is one of
Brandon No. 1's general partners; and 1,791,667 shares beneficially held by
Brandon No. 2 because Mr. Schlosberg is one of Brandon No. 2's general
partners. Also includes options presently exercisable to purchase 100,000
shares of common stock exercisable at $4.25 per share, granted pursuant to
a Stock Option Agreement dated February 2, 1999 between the Company and Mr.
Schlosberg; and options presently exercisable to purchase 30,000 shares of
common stock, out of options to purchase a total of 150,000 shares,
exercisable at $4.20 per share, granted pursuant to a Stock Option
Agreement dated May 28, 2003 between the Company and Mr. Schlosberg.
Mr. Schlosberg disclaims beneficial ownership of all shares deemed
beneficially owned by him hereunder except (i) 456,097 shares of common
stock; (ii) the 130,000 shares presently exercisable under Stock Option
Agreements; and (iii)
6
169,411 shares held by Brandon No. 1 allocable to the limited partnership
interests in Brandon No. 1 held by Mr. Schlosberg and his children.
3 Includes 27,000 shares of common stock owned jointly by Mr. Hall and his
wife.
4 Includes 36,181.7 shares of common stock owned by the Taber Family Trust of
which Mr. Taber and his wife are trustees.
5 Includes 18,384 shares of common stock owned by Mr. Schott. Also includes
options presently exercisable to purchase 6,000 shares of common stock, out
of options to purchase a total of 72,000 shares, exercisable at $3.85 per
share, granted pursuant to a Stock Option Agreement dated August 9, 2002
between the Company and Mr. Schott.
6 Includes 6,801 shares of common stock owned by Mr. Blower. Also includes
options presently exercisable to purchase 5,000 shares of common stock, out
of options to purchase a total of 12,500 shares, exercisable at $3.57 per
share, granted pursuant to a Stock Option Agreement dated July 12, 2002
between the Company and Mr. Blower.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee of the Board has appointed Deloitte & Touche, LLP,
independent auditors, to audit the financial statements of the Company for the
fiscal year ending December 31, 2004. In the event of a negative vote on such
ratification, the Audit Committee of the Board of Directors will reconsider its
selection.
Representatives of Deloitte & Touche, LLP are expected to be present at the
meeting with the opportunity to make a statement if they desire to do so, and
are expected to be available to respond to appropriate questions from
stockholders of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF
DELOITTE & TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS.
MANAGEMENT
Board Meetings and Committees
The Board held two meetings during the fiscal year ended December 31, 2003.
All directors attended both meetings, with the exception of Benjamin Polk who
attended one meeting and Sydney Selati who was not appointed as director until
September 2004.
The Audit Committee, which was composed during the 2003 calendar year of
Norman C. Epstein (Chairman), Harold C. Taber, Jr. and Mark S. Vidergauz, held
five meetings during the fiscal year ended December 31, 2003. The Audit
Committee last met in August 2004 in connection with the review of the Company's
financial statements for the fiscal quarter ended June 30, 2004. Mr. Vidergauz
resigned from the Audit Committee in May 2004 and was replaced by Sydney Selati
who was appointed to the Board and the Audit Committee to fill the vacancy
created thereby. See "Audit Committee" below for more information.
7
The Compensation Committee, composed of Norman C. Epstein and Mark S.
Vidergauz, did not hold any meetings during the fiscal year ended December 31,
2003. Awards granted under the Company's Stock Option Plan during the fiscal
year ended December 31, 2003 were authorized by written consent of the
Compensation Committee. The Compensation Committee authorizes all grants of
options to purchase shares of the Company's common stock. The Board has
affirmatively determined that Messrs. Epstein and Vidergauz are independent, as
that term is defined in the current listing standards of NASDAQ.
The Executive Committee composed of Rodney C. Sacks and Hilton H.
Schlosberg did not hold any meetings during the fiscal year ended December 31,
2003. The Executive Committee manages and directs business of the Company
between meetings of the Board.
The Board established a Nominating Committee in September 2004 consisting
of Norman C. Epstein and Harold C. Taber Jr. and adopted a Nominating Committee
Charter which is available on our website at www.hansens.com.
Employment Agreements
The Company entered into an employment agreement dated as of June 1, 2003,
with Rodney C. Sacks pursuant to which Mr. Sacks renders services to the Company
as its Chairman and Chief Executive Officer for an annual base salary of
$230,000 for the seven-month period ending December 31, 2003, increasing to
$245,000 for the twelve-month period ending December 31, 2004 and increasing by
a minimum of 5% for each subsequent twelve-month period during the employment
period, plus an annual bonus in an amount determined at the discretion of the
Board of Directors of the Company and certain fringe benefits. Additionally, Mr.
Sacks was granted options to purchase 150,000 shares of common stock of the
Company in connection with this employment agreement. The employment period
commenced on June 1, 2003 and ends on December 31, 2008.
The Company also entered into an employment agreement dated as of June 1,
2003, with Hilton H. Schlosberg pursuant to which Mr. Schlosberg renders
services to the Company as its Vice Chairman, President and Chief Financial
Officer, for an annual base salary of $230,000 for the seven-month period ending
December 31, 2003, increasing to $245,000 for the twelve-month period ending
December 31, 2004 and increasing by a minimum of 5% for each subsequent
twelve-month period during the employment period, plus an annual bonus in an
amount determined at the discretion of the Board of Directors of the Company and
certain fringe benefits. Additionally, Mr. Schlosberg was granted options to
purchase 150,000 shares of common stock of the Company in connection with this
employment agreement. The employment period commenced on June 1, 2003 and ends
on December 31, 2008.
Executive Compensation
The following tables set forth certain information regarding the total
remuneration earned and grants of options made to the Chief Executive Officer
and each of the four other most highly compensated executive officers of the
Company and its subsidiaries who earned total cash compensation in excess of
$100,000 during the year ended December 31, 2003. These amounts reflect total
8
cash compensation paid by the Company and its subsidiaries to these individuals
during the years ended December 31, 2001, 2002 and 2003.
SUMMARY COMPENSATION TABLE
============================= =========== =============== =========== ====================== ====================
Long Term
ANNUAL COMPENSATION Compensation
- ----------------------------- ----------- --------------- ----------- ---------------------- --------------------
Other Securities
Name and Principal Positions Bonus (2) Annual underlying
Year Salary (1)($) ($) Compensation ($) Options (#)
- ----------------------------- ----------- --------------- ----------- ---------------------- --------------------
Rodney C. Sacks 2003 225,833 35,000 19,333 (3) 150,000
Chairman, CEO 2002 225,504 - 10,331 (3) 150,000
and Director 2001 194,400 8,000 7,314 (3) -
- ----------------------------- ----------- --------------- ----------- ---------------------- --------------------
Hilton H. Schlosberg 2003 225,833 35,000 7,753 (3) 150,000
Vice-Chairman, CFO, 2002 225,504 - 7,753 (3) 150,000
COO, President, 2001 194,400 8,000 7,314 (3) -
Secretary and Director
- ---------------------------- ----------- --------------- ------------ ---------------------- --------------------
Mark J. Hall 2003 175,000 70,000 9,554 (3) -
Senior Vice President 2002 160,000 10,000 7,733 (3) 20,000
Single Serve Products 2001 160,000 8,000 7,349 (3) -
- ---------------------------- ----------- --------------- ------------ ---------------------- --------------------
Michael Schott 2003 140,000 50,000 24,572 (4) -
Vice President 2002 57,256 20,000 7,311 (5) 72,000
National Sales 2001 - - - -
Single Serve Products
- ---------------------------- ----------- --------------- ------------ ---------------------- --------------------
Kirk S. Blower 2003 123,000 10,000 7,761 (3) -
Senior Vice President 2002 118,000 4,000 7,238 (3) 12,500
Juice and Non- 2001 115,000 3,000 7,364 (3) -
Carbonated Products
============================ =========== =============== ============ ====================== ====================
1 SALARY - Pursuant to employment agreements, Messrs. Sacks and Schlosberg
were entitled to an annual base salary of $225,833, $226,748, and $209,952
for 2003, 2002 and 2001 respectively.
2 BONUS - Payments made in 2004, 2003 and 2002 are for bonuses accrued in
2003, 2002 and 2001 respectively.
3 OTHER ANNUAL COMPENSATION - The cash value of perquisites of the named
persons did not total $50,000 or 10% of payments of salary and bonus for
the years shown.
4 Includes $7,200 for auto reimbursement expense, $10,000 for housing
expenses, $1,200 for travel expenses, and $6,172 for other miscellaneous
perquisites.
5 Includes $2,945 for auto reimbursement expenses, $4,090 for housing
expenses and $276 for other miscellaneous perquisites.
9
OPTION GRANTS FOR THE YEAR ENDED DECEMBER 31, 2003
====================================================================================== ====================================
Potential realizable
value at assumed annual
rates of stock price
appreciation for option
Individual Grants term (2)
- -------------------------------------------------------------------------------------- ------------------------------------
Number of Percent of
Securities total Options Exercise
underlying granted to or base
Options granted employees in price Expiration 5% 10%
Name (#) 2003 ($/Share) Date ($) ($)
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Rodney C. Sacks 150,000 (1) 42.3% $4.20 5/28/2013 $396,204 $1,004,057
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Hilton H. Schlosberg 150,000 (1) 42.3% $4.20 5/28/2013 $396,204 $1,004,057
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Mark J. Hall - - - - - -
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Michael Schott - - - - - -
- --------------------------- ------------------ ------------------ ------------ -------------- ------------- ---------------
Kirk S. Blower - - - - - -
=========================== ================== ================== ============ ============== ============= ===============
1 Options to purchase the Company's common stock become exercisable in equal
annual increments over 5 years beginning January 1, 2004.
2 The 5% and 10% assumed annual rates of appreciation are provided in
accordance with the rules and regulations of the SEC and do not represent
our estimates or projections of our future Common Stock price growth.
AGGREGATED OPTION EXERCISES DURING THE YEAR ENDED
DECEMBER 31, 2003 AND OPTION VALUES AT DECEMBER 31, 2003
============================ =================== ================== ========================== ========================
Value of
Number of underlying unexercised
unexercised in-the-money
Options at options at December
December 31, 2003 (#) 31, 2003 ($)
-------------------------- ------------------------
Name Shares acquired Value Exercisable/ Exercisable/
on exercise (#) Realized ($) Unexercisable Unexercisable
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Rodney C. Sacks - - 167,500/270,000 (1) 818,625/1,215,000
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Hilton H. Schlosber - - 167,500/270,000 (1) 818,625/1,215,000
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Mark J. Hall 171,000 (2) $572,390 (2) 6,000/24,000 (3) 29,100/116,400
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Michael Schott - - 12,000/60,000 (4) 54,840/274,200
- ---------------------------- ------------------- ------------------ -------------------------- ------------------------
Kirk S. Blower - - 12,500/12,500 (5) 53,825/58,925
============================ =================== ================== ========================== ========================
1 Includes options to purchase 37,500 shares of common stock at $1.59 per
share of which all are exercisable at December 31, 2003, granted pursuant
to Stock Option Agreements dated January 30, 1998 between the Company and
Messrs. Sacks and Schlosberg, respectively; options to purchase 100,000
shares of common stock at $4.25 per share which are exercisable at December
31, 2003, granted pursuant to Stock Option Agreements dated February 2,
1999 between the Company and Messrs. Sacks and Schlosberg, respectively;
options to purchase 150,000 shares of common stock at $3.57 per share of
which 30,000 are exercisable at December 31, 2003, granted pursuant to
Stock Option Agreements dated July 12, 2002 between the Company and Messrs.
Sacks and Schlosberg, respectively; and options to purchase 150,000 shares
of common stock at $4.20 per share of which none are exercisable at
December 31, 2003 granted pursuant to Stock Option Agreements dated May 28,
2003 between the Company and Messrs. Sacks and Schlosberg, respectively.
2 Includes 55,000 shares acquired upon the exercise of Stock Option
Agreements between the Company and Mrs. Hall.
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3 Includes options to purchase 20,000 shares of common stock at $3.57 per
share of which 4,000 are exercisable at December 31, 2003, granted pursuant
to a Stock Option Agreement dated July 12, 2002 between the Company and Mr.
Hall and options to purchase 10,000 shares of common stock at $3.57 per
share of which 2,000 are exercisable at December 31, 2003, granted pursuant
to a Stock Option Agreement dated July 12, 2002 between the Company and
Mrs. Hall.
4 Includes options to purchase 72,000 shares of common stock at $3.85 per
share of which 12,000 are exercisable at December 31, 2003, granted
pursuant to a Stock Option Agreement dated August 9, 2002 between the
Company and Mr. Schott.
5 Includes options to purchase 12,500 shares of common stock at $4.25 per
share of which 10,000 are exercisable at December 31, 2003, granted
pursuant to a Stock Option Agreement dated February 2, 1999 between the
Company and Mr. Blower; and options to purchase 12,500 shares of common
stock at $3.57 per share of which 2,500 are exercisable at December 31,
2003, granted pursuant to a stock Option Agreement dated July 12, 2002
between the Company and Mr. Blower.
Performance Graph
The following graph shows a five-year comparison of cumulative total
returns:(1)
TOTAL SHAREHOLDER RETURNS
ANNUAL RETURN PERCENTAGES
For the years ended December 31,
Company Name/Index 1999 2000 2001 2002 2003
- ---------------------- -------- -------- -------- -------- --------
HANSEN NAT CORP (19.77) (10.14) 8.39 0.50 99.43
S&P SMALLCAP 600 INDEX 12.40 11.80 6.54 (14.63) 38.79
PEER GROUP 8.47 17.06 47.07 14.40 41.59
INDEXED RETURNS
For the years ended December 31,
Base
Period
Company Name/Index 1998 1999 2000 2001 2002 2003
- ---------------------- ------ -------- -------- -------- -------- --------
HANSEN HAT CORP 100 80.23 72.09 78.14 78.53 156.65
S&P SMALLCAP 600 INDEX 100 112.40 125.67 133.88 114.30 158.63
PEER GROUP 100 108.47 126.98 186.75 213.64 302.49
1 Annual return assumes reinvestment of dividends. Cumulative total return
assumes an initial investment of $100 on December 31, 1998. The Company's
self-selected peer group is comprised of National Beverage Corporation,
Clearly Canadian Beverage Company, Triarc Companies, Inc., Leading Brands,
Inc., Cott Corporation, Northland Cranberries and Jones Soda Co. All of the
companies in the peer group traded during the entire five-year period with
the exception of Triarc Companies, Inc., which sold their beverage business
in October 2000 and Jones Soda Co., which started trading in August 2000.
Directors' Compensation
In 2003, outside directors were entitled to an annual fee of $10,000 plus
$1,000 for each meeting of the Board of Directors attended. Outside directors
were also entitled to $500 for each committee meeting attended in person and
$250 for each committee meeting attended by telephone.
11
Company Stock Option Plan
The Company has a stock option plan (the "Plan") that provided for the
grant of options to purchase up to 3,000,000 shares of common stock of the
Company to certain key employees of the Company and its subsidiaries. Options
granted under the Plan may either be incentive stock options qualified under
Section 422 of the Internal Revenue Code of 1986, as amended, or non-qualified
options. Such options are exercisable at fair market value on the date of grant
for a period of up to ten years. Under the Plan, shares subject to options may
be purchased for cash, or for shares of common stock valued at fair market value
on the date of purchase. Under the Plan, no additional options may be granted
after July 1, 2001.
During 2001, the Company adopted the Hansen Natural Corporation 2001 Stock
Option Plan ("2001 Option Plan"). The 2001 Option Plan provides for the grant of
options to purchase up to 2,000,000 shares of the common stock of the Company to
certain key employees of the Company and its subsidiaries. Options granted under
the 2001 Stock Option Plan may be incentive stock options under Section 422 of
the Internal Revenue Code, as amended (the "Code"), nonqualified stock options,
or stock appreciation rights.
The Plan and the 2001 Option Plan are administered by the Compensation
Committee of the Board of Directors of the Company, comprised of directors who
satisfy the "non-employee" director requirements of Rule 16b-3 under the
Securities Exchange Act of 1934 and the "outside director" provision of Section
162(m) of the Code. Grants under the Plan and the 2001 Option Plan are made
pursuant to individual agreements between the Company and each grantee that
specifies the terms of the grant, including the exercise price, exercise period,
vesting and other terms thereof.
Pursuant to the Plan, Messrs. Sacks and Schlosberg were each granted
options to purchase 75,000 shares of Common Stock, pursuant to individual stock
option agreements each dated January 30, 1998 exercisable for a ten-year period
at an exercise price of $1.59 per share. No options out of the original grant
remain eligible for exercise.
In addition, pursuant to the Plan, Messrs. Sacks and Schlosberg have each
been granted options to purchase 100,000 shares of Common Stock, which vests as
follows: 9,500 on February 2, 1999; 23,500 on February 2, 2000; 23,500 on
February 2, 2001; 23,500 on February 2, 2002; and 20,000 on February 2, 2003,
pursuant to individual stock option agreements each dated February 2, 1999
exercisable for a ten-year period at an exercise price of $4.25 per share.
Pursuant to the 2001 Option Plan, Messrs. Sacks and Schlosberg have each
been granted options to purchase 150,000 shares of Common Stock, which vests as
follows: 30,000 on July 12, 2003; 40,000 on July 12, 2004; 40,000 on July 12,
2005; and 40,000 on July 12, 2006, pursuant to individual stock option
agreements each dated July 12, 2002 exercisable for a ten-year period at an
exercise price of $3.57 per share.
In addition, pursuant to the 2001 Option Plan, Messrs. Sacks and Schlosberg
have each been granted options to purchase 150,000 shares of Common Stock, which
vests as follows: 30,000 on January 1, 2004; 30,000 on January 1, 2005; 30,000
on January 1, 2006; 30,000 on January 1, 2007; and 30,000 on January 1, 2008,
12
pursuant to individual stock option agreements each dated May 28, 2003
exercisable for a ten-year period at an exercise price of $4.20 per share.
Outside Directors Stock Option Plan
The Company has an option plan for its outside directors (the "Directors
Plan") that provides for the grant of options to purchase up to an aggregate of
100,000 shares of common stock of the Company to directors of the Company who
are not and have not been employed by or acted as consultants to the Company and
its subsidiaries or affiliates and who are not and have not been nominated to
the Board of Directors of the Company pursuant to a contractual arrangement. On
the date of the annual meeting of stockholders at which an eligible director is
initially elected, each eligible director is entitled to receive a one-time
grant of an option to purchase 6,000 shares (12,000 shares if the director is
serving on a committee of the Board) of the Company's Common Stock exercisable
at the closing price for a share of common stock on the date of grant. Options
become exercisable one-third each on the first, second and third anniversary of
the date of grant; provided that all options held by an eligible director become
fully and immediately exercisable upon a change in control of the Company.
Options granted under the Directors Plan that are not exercised generally expire
ten years after the date of grant. Option grants may be made under the Directors
Plan for ten years from the effective date of the Directors Plan. The Directors
Plan is a "formula plan" so that a non-employee director's participation in the
Directors Plan does not affect his status as a "disinterested person" (as
defined in Rule 16b-3 under the Securities Exchange Act of 1934).
Certain Relationships and Related Transactions
The description of the agreements and relationships set forth below is
qualified by reference to the specific terms of such agreements and the
description of such relationships set forth in reports and registration
statements and exhibits thereto filed or to be filed by the Company with the SEC
under the Securities Act of 1934, as amended, and the Securities Act of 1933, as
amended including any post-effective amendments to the Company's registration
statement on Form S-3 (No. 33-35796) and on Form S-8 (No. 333-41333). Copies of
any such reports and registration statement or exhibits thereto will be provided
upon written request directed to the Chairman, Hansen Natural Corporation, 1010
Railroad Street, Corona, California 92882.
Benjamin M. Polk is a partner of Schulte Roth & Zabel LLP. Benjamin M Polk
was formerly a partner of Winston & Strawn LLP and of its predecessors, Whitman,
Breed, Abbott & Morgan, LLP and Whitman & Ransom, law firms retained by the
Company since 1992.
Rodney C. Sacks is currently acting as the sole Trustee of a trust formed
pursuant to an Agreement of Trust dated July 27, 1992 for the purpose of holding
the Hansen's(r) trademark. The Company and HBC have agreed to indemnify Mr.
Sacks and hold him harmless from any claims, loss or liability arising out of
his acting as Trustee.
During 2003, the Company purchased promotional items from IFM Group, Inc.
("IFM"). Rodney C. Sacks, together with members of his family, own approximately
27% of the issued shares of IFM. Hilton H. Schlosberg, together with members of
his family, own approximately 43% of the issued shares of IFM. Purchases from
13
IFM of promotional items in 2003, 2002 and 2001 were $331,478, $164,199 and
$164,638, respectively. The Company continues to purchase promotional items from
IFM Group, Inc. in 2004.
AUDIT COMMITTEE
The Board of Directors has adopted a written charter for the Audit
Committee which is available on our website at www.hansens.com. The Board of
Directors has determined that the members of the Audit Committee are
"independent," as defined in the rules of the National Association of Securities
Dealers relating to audit committees, meaning that they have no relationship to
the Company that may interfere with the exercise of their independence from
management and the Company.
Report of the Audit Committee
The Audit Committee consists of three independent directors (as
independence is defined by NASD Rule 4200(a)(14)). The Audit Committee appoints,
determines funding for, oversees and evaluates the auditor with respect to
accounting, internal controls and other matters, and makes other decisions with
respect to audit and finance matters. The Audit Committee also pre-approves the
retention of the auditors, and the auditor's fees for all audit and non-audit
services provided by the auditor and determines whether the provision of
non-audit services is compatible with maintaining the independence of the
auditor. All members of the Audit Committee are able to read and understand
financial statements and have experience in finance and accounting that provide
them with financial sophistication.
Duties and Responsibilities
The Audit Committee operates under a written charter approved by the Board
of Directors. Pursuant to authority delegated by the Board of Directors and the
Audit Committee's written charter, the Audit Committee assists the Board of
Directors in fulfilling its oversight responsibilities with respect to:
* the integrity of the Company's financial statements;
* the Company's systems of internal controls regarding finance and
accounting as established by management;
* the independent auditor's qualifications and independence;
* the performance by the Company's independent auditors;
* the Company's auditing, accounting and financial reporting processes
generally; and
* compliance with the Company's ethical standards for senior financial
officers and all personnel.
In fulfilling its duties, the Audit Committee maintains free and open
communication with the Board, the independent auditors, financial management and
all employees.
In connection with these responsibilities, the Audit Committee met with
management and Deloitte and Touche, LLP, the Company's independent auditors, to
14
review and discuss the Company's audited financial statements. The Audit
Committee also discussed with the independent auditors the matters required by
the Statement on Auditing Standards No. 61 (Certification of Statements on
Auditing Standards), as may be modified or supplemented. The Audit Committee
also received from Deloitte and Touche, LLP the written disclosures and the
letter required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) as may be modified or supplemented, and has
discussed with Deloitte and Touche, LLP its independence.
Based on the foregoing reviews and discussions, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2003.
Audit Committee
---------------
Norman C. Epstein, Chairman
Harold C. Taber, Jr.
Mark S. Vidergauz
Principal Accounting Firm Fees
Aggregate fees billed to the company for the years ended December 31, 2003,
and 2002 by the Company's principal accounting firm, Deloitte & Touche LLP, the
member firms of Deloitte Touche Tohmatsu, and their respective affiliates
(collectively, "Deloitte & Touche"):
Year ended December 31,
2003 2002
-------------- ---------------
Audit Fees (1) $149,050 $105,325
Audit-Related Fees (2) 5,000
-------------- ---------------
Total Audit and Audit-Related Fees 154,050 105,325
Tax Fees (3) 15,679
All Other Fees
-------------- ---------------
Total Fees (4) $154,050 $121,004
============== ===============
1 Audit fees consist of services related the audit of the Company's annual
financial statements and reviews of the Company's quarterly financial
statements.
2 Audit-related fees consist of consultation services related to
Sarbanes-Oxley Act of 2002 Section 404 Implementation.
3 Tax fees consisted of fees for tax consultation services including advisory
services for state tax analysis and tax audit assistance.
4 For years ended December 31, 2003 and 2002, all of the services performed
by Deloitte & Touche have been pre-approved by the Audit Committee.
The Audit Committee has considered whether Deloitte & Touche's provision of
the non-audit services covered above is compatible with maintaining Deloitte &
Touche's independence and has determined that it is.
15
Pre-Approval of Audit and Non-Audit Services
The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the Company's independent auditors. These services may
include audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year, and any pre-approval is
detailed as to the particular service or category of services and is generally
subject to a specific budget. The Audit Committee has delegated pre-approval
authority to its Chairman when necessary due to timing considerations. Any
services approved by the Chairman must be reported to the full Audit Committee
at its next scheduled meeting. The independent auditors and management are
required to periodically report to the full Audit Committee regarding the extent
of services provided by the independent auditors in accordance with the
pre-approval policies, and the fees for the services performed to date.
COMPENSATION COMMITTEE
The Compensation Committee is responsible for reviewing, developing and
recommending to the Board the appropriate management compensation policies,
programs and levels and reviews the performance of the Chief Executive Officer,
President and other senior executive officers periodicallyin relation to these
objectives.
Compensation Principles
The Company is committed to the philosophy of partnership and to sharing
the benefits of success with those who help it grow. The Company's strength and
ability to sustain growth is based on its belief that its employees are its
single most important asset. The Compensation Committee seeks to provide
sufficient compensation opportunities for the Company's executives in order to
attract, retain and motivate an effective management team that ensures the
Company's achievement of its goals and objectives. The Company believes that
compensation sufficiently dependent on performance is more likely to achieve and
improve the Company's financial success, thereby ultimately influencing
appreciation of stockholder value. In order to achieve these objectives, the
Company has adopted the Plan and the 2001 Option Plan to:
* increase the risk/reward ratio of its executive compensation
program,
* focus management on long-term strategic issues, and
* align management's interests with those of the Company's
stockholders in the continued appreciation of stockholder
value.
Compensation Elements And Determination Process
Compensation for executive officers, including the Company's Chief
Executive Officer and President, consists of a base salary, opportunities for
bonus cash compensation and long-term compensation in the form of stock options.
Each of the Company's Chief Executive Officer and the President is a party to an
employment agreement with the Company governing the terms of such executive's
16
compensation (see "Employment Agreements"). The Compensation Committee is
responsible for the determination of increases, if any, subject to the terms of
the Employment Agreements, as applicable, in base salary, the amount of bonus
and stock options to be granted, performance targets for performance-based
compensation, and the appropriate level and targets for other compensation, if
any, that would be appropriate for the Company's executives.
In reviewing and determining executive compensation, the Compensation
Committee examines each component individually as well as total compensation as
a whole. The Compensation Committee determines each executive officer's
compensation with reference to relevant industry norms, experience, past
performance, level of responsibility and personal requirements and expectations.
The Compensation Committee reviews salary levels periodically and may make
adjustments, if warranted, after an evaluation of executive and company
performance, salary increase trends in the Company's geographic marketplace,
current salaries for competitive positions, and any increase in responsibilities
assumed by the executive. The Compensation Committee may, from time to time,
consider the advice of independent consultants with respect to compensation
matters. As noted above, in appropriate circumstances, the Compensation
Committee may augment cash compensation with the payment of bonuses to more
closely align an individual's overall compensation with his or her performance,
or the profitability of the Company or business units for which the individual
is accountable. The Compensation Committee may determine bonuses and levels of
other compensation using overall corporate or business segment performance
targets. The Compensation Committee, in conjunction with the Board and
management, may set performance objectives and target levels on an annual basis,
and may assess executives against these targets in determining their overall
compensation.
Long-Term Incentives
The Compensation Committee considers long-term incentives to be an
essential component of executive compensation so that a proper balance exists
between short and long-term considerations and enhancing stockholder value.
There are several components to the Company's long-term incentive program. The
Compensation Committee considers the level of each executive's participation in
the program by assessing each executive's current level of participation and, in
light of that participation, the extent to which further participation will
assist in furthering the goals of such program. For a description of the
Company's long term incentive plans see "Company Stock Option Plans."
Summary
The Compensation Committee is ultimately responsible for determining,
affirming or amending the level and nature of executive compensation of the
Company. The Compensation Committee has access, at the Company's expense, to
independent, outside compensation consultants for both advice and competitive
data for the purpose of making such determinations. The Compensation Committee
believes that the compensation policies and programs as outlined above ensure
that levels of executive compensation fairly reflect the performance of the
Company, thereby serving the best interests of its stockholders.
Compensation Committee
----------------------
Norman C. Epstein, Chairman
Mark S. Vidergauz
17
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If
any other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors of the Company may recommend.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return, at your earliest convenience, the accompanying proxy card in the
stamped, self-addressed envelope which has been enclosed.
COMMUNICATING WITH THE BOARD
Stockholders, Employees and others interested in communicating with the
Chairman and CEO, should write to the address below:
Rodney C. Sacks, Chairman and CEO
Hansen Natural Corporation
1010 Railroad Street
Corona, California 92882
Those interested in communicating directly with the Board, any of the
committees of the Board, the outside directors as a group or individually should
write to the address below:
Office of Corporate Secretary
Hansen Natural Corporation
1010 Railroad Street
Corona, California 92882
FORM 10-K AND OTHER DOCUMENTS AVAILABLE
A copy of our Annual Report on Form 10-K for the year ended December 31,
2003, as filed with the SEC, is available on our website at www.hansens.com. The
Annual Report on Form 10-K is also available without charge to any stockholder
upon request to:
Hansen Natural Corporation
1010 Railroad Street
Corona, California 92882
(951) 739-6200 * (800) HANSENS
Additionally, charters for the committees of the Board of Directors as well
as the Company's Code of Business Conduct and Ethics are available on our
website.
BY ORDER OF THE BOARD OF DIRECTORS
Dated: October 6, 2004
18