UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Earliest Event Reported: June 26, 2000
Date of Report July 10, 2000
Commission File No.: 000-20201
HAMPSHIRE GROUP, LIMITED
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 06-0967107
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(State of Incorporation) (I.R.S. Employer Identification No.)
215 COMMERCE BOULEVARD
ANDERSON, SOUTH CAROLINA 29625
(864) 225-6232
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(Address, Including Zip Code, and Telephone Number, Including
Area Code of Registrant's Principal Executive Offices)
Page 1
Item 5. OTHER EVENTS.
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On June 26, 2000, Hampshire Group, Limited (the "Company") publicly
announced that its wholly owned subsidiary, Vintage III, Inc. had entered into
an agreement to acquire substantially all the assets and business of Item-Eyes,
Inc., a privately held sportswear company. A copy of a press release is attached
hereto as Exhibit I. Item-Eyes maintains an operation center and sales
office/showroom in New York City and a corporate office in Hauppauge, New York.
The purchase price consists of $13.0 million payable cash, approximately
$2.3 million payable in subordinated notes of the Company, and 377,056 shares of
common stock of the Company. Vintage III will also be assuming certain
liabilities of Item-Eyes, as described in the Asset Purchase Agreement, dated
June 26, 2000, a copy of which is attached hereto as Exhibit II. The transaction
is subject to usual and customary closing conditions, including the expiration
or early termination of the waiting period under the Hart-Scott-Rodina Antitrust
Improvements Act of 1976 and is expected to close in the third quarter of 2000.
Page 2
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 thereunto duly authorized.
HAMPSHIRE GROUP, LIMITED
(Registrant)
Date: July 10, 2000 /s/ Ludwig Kuttner
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Ludwig Kuttner
President and
Chief Executive Officer
(Primary Executive Officer)
Date: July 10, 2000 /s/ Charles W. Clayton
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Charles W. Clayton
Vice President, Secretary, Treasurer
and Chief Financial Officer
(Principal Financial and Accounting Officer)
Page 3
EXHIBITS
Exhibit No. Description
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I Press Release dated June 27, 2000 announcing Hampshire
Group Limited signing a definitive agreement to acquire
Item-Eyes, Inc.
(10)(W) Asset Purchase Agreement dated June 26, 2000 between and
among Vintage III, Inc., Item-Eyes, Inc.; and Martin
Axman, Marc Abramson, and Ellen Becker
Page 4
EXHIBIT I
HAMPSHIRE GROUP, LIMITED
STOCK SYMBOL: HAMP
CONTACT: CHARLES W. CLAYTON
PHONE: (864) 225-6232
FACSIMILE: (864) 225-4421 FOR IMMEDIATE RELEASE
HAMPSHIRE GROUP TO ACQUIRE ITEM-EYES, INC.
Anderson, SC, June 27, 2000...Hampshire Group, Limited announced today that it
has signed a definitive agreement to acquire Item-Eyes, Inc., a privately held
sportswear company with sales in 1999 of approximately $100 million. The
purchase price is approximately $18.5 million, in cash, notes and common stock,
plus assumption of certain liabilities. The transaction is expected to close in
the third quarter.
Item-Eyes was founded in 1979 and is a designer and marketer of "missy"
moderate-price, related separates. It sells blazers, skirts, pants, sweaters and
blouses under its own Requirements(R) label and under private labels.
Item-Eyes will be operated as a subsidiary of Hampshire Group, and the
acquired company's three current owners, Mr. Marty Axman, Mr. Marc Abramson and
Ms. Ellen Becker, will continue in their current roles after the acquisition.
Eugene Warsaw, President and Chief Executive Officer of Hampshire Designers,
Inc., said, "Item-Eyes participates in one of the largest product categories
within the apparel industry, and we believe its related separates business is an
excellent complement to our Designers Originals sweater business."
"We are very excited about the added growth potential for our Company
following the Item-Eyes acquisition," added Ludwig Kuttner, Chairman and Chief
Executive Officer of Hampshire Group. "The combination of the two companies will
allow us to better serve our customers by offering the benefit of combined
global sourcing which will expand the products being offered to retailers
nationwide. At the same time, because Item-Eyes is especially strong in the
fast-growing, moderate-store segment of the retail industry, we expect to have
increased opportunities to expand our business within that segment," he
continued.
The transaction is subject to the usual and customary closing conditions,
including the expiration or early termination of the waiting period under the
Hart-Scott-Rodina Antitrust Improvements Act of 1976.
Hampshire Group, Limited is the largest sweater company in North America,
producing both branded and private label merchandise. Its investment subsidiary
invests principally in commercial real estate, both domestically and
internationally.
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"Cautionary Disclosure Regarding Forward-Looking Statements"
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that reflect the Company's
current views with respect to future events. Such statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date
hereof. The Company undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrences of unanticipated events. Readers are also
urged to carefully review and consider the various disclosures made by the
Company in its Form 10-K and other Security and Exchange Commission filings
which attempt to advise interested parties of the factors which affect the
Company's business.