UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): July 18, 2005
Hansen Natural Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-18761 39-1679918
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(Commission File Number) (IRS Employer Identification No.)
1010 Railroad Street
Corona, California 92882
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(Address of principal executive offices and zip code)
(951) 739 - 6200
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 8.01. Other Events
On July 18, 2005, Hansen Natural Corporation issued a press release
announcing a 2-for-1 stock split of its Common Stock to be effected in the form
of a 100% stock dividend. A copy of the press release is furnished as Exhibit
99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is furnished herewith:
Exhibit 99.1 Press Release dated July 18, 2005.
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
Date: July 18, 2005 /s/ Hilton H. Schlosberg
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Hilton H. Schlosberg
Vice Chairman of the Board of Directors,
President and Chief Financial Officer
CONTACTS: Rodney C. Sacks
Chairman and Chief Executive Officer
(951) 739-6200
Hilton H. Schlosberg
Vice Chairman
(951) 739-6200
Roger S. Pondel
PondelWilkinson Inc.
(310) 279-5980
Hansen Natural Board Declares Two-for-One Stock Split
Corona, CA - July 18, 2005 - Hansen Natural Corporation (NASDAQ:HANS) today
announced the declaration of a 2-for-1 split of its common stock which will be
effected in the form of a 100% stock dividend. Shareholders will be entitled to
receive one additional share for each share held. The new shares will be
distributed via mail or electronically on or after August 8, 2005 to the record
holders of the Company's common stock as of the close of business (EST) on
August 1, 2005.
As of today, there are approximately 11.05 million shares of the Company's
common stock outstanding. After the distribution of the stock dividend, there
will be approximately 22.10 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 August 1, 2005. The
Company expects that its stock will begin to trade on a post-split basis on
August 9, 2005.
"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 that the increased number of shares that will be
outstanding will further improve the liquidity of the Company's stock in the
marketplace."
Hansen markets and distributes Hansen's(r) Natural Sodas, Signature Sodas,
fruit juice Smoothies, Energy drinks, Energade(r) energy sports drinks, E20
Energy Water(r), functional drinks, Sparkling Lemonades and Orangeades,
multi-vitamin juice drinks in aseptic packaging, Junior Juice(r) juice, iced
teas, lemonades and juice cocktails, apple juice, cider and juice blends, Blue
Sky(r) brand carbonated beverages, Monster Energy(tm) brand energy drinks,
Lost(r) Energy(tm) brand energy drinks, Rumba(tm) brand energy drinks and
Joker(tm) brand energy drinks. Hansen can be found on the Internet at
www.hansens.com.
Those statements made in this release that are not historical facts are
forward-looking statements regarding the expectations of management with respect
to revenues and profitability intended to be covered by the safe harbor
provisions of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Although Hansen believes that the assumptions
underlying these statements are reasonable, investors are cautioned that such
forward-looking statements are inherently uncertain and necessarily involve
risks that may affect Hansen's business prospects and performance causing actual
results to differ from those discussed in the foregoing release. Such risks and
uncertainties include, by way of example and not of limitation: the timing and
the company's ability to successfully consummate the announced stock dividend
and improved liquidity in the marketplace,. Management cautions that these
statements are qualified by their terms and/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 pressures, 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 convenience chain stores, grocery 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.
Management further notes that the company's plans and results may be affected by
any change in the availability of the company's credit facilities and the
actions of its creditors. Hansen undertakes no obligation to update any
forward-looking statements in this release, whether as a result of new
information or future events.
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