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 September 5, 2000
Commission File No. 000-20201
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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)
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Item 2. Acquisition of Assets
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On September 6, 2000, Hampshire Group, Limited ("Hampshire Group"), through
its wholly owned subsidiary Vintage III, Inc. ("Vintage"), concluded the
acquisition of substantially all the assets and business of Item-Eyes, Inc.
("Item-Eyes"), a privately held sportswear company. Item-Eyes maintains an
operation center and sales offices/showroom in New York City and a corporate
office in Hauppauge, New York.
The purchase price consisted of $13,000,000 cash, $2,350,000 subordinated
notes of Vintage (the "Subordinated Notes"), and 377,056 shares of common stock
of Hampshire Group. Vintage also assumed certain liabilities of Item-Eyes
including approximately $26,850,000 of borrowings under a revolving credit
agreement and approximately $11,050,000 in trade payables and accrued expenses.
The Subordinated Notes issued by Vintage are subordinate in all respects to all
indebtedness incurred under Hampshire Group's Credit Agreement (as defined
below) and Hampshire Group's outstanding Insurance Notes (as defined below),
bear interest at 9.5% to 11.5% per year and are due in full in 2 1/2 to 4 years.
Hampshire Group and its chairman have guaranteed Vintage's obligations pursuant
to the Subordinated Notes.
A portion of the consideration paid by Vintage was obtained through loans
under Hampshire Group's senior secured revolving line of credit and letter of
credit facility pursuant to the Amended and Restated Credit Agreement and
Guaranty, dated as of September 5, 2000 (the "Credit Agreement"), among
Hampshire Group, the Guarantors named therein (Hampshire Group's subsidiaries),
The Chase Manhattan Bank ("Chase"), HSBC Bank USA, ("HSBC"), The CIT
Group/Commercial Services, Inc. ("CIT"), Fleet National Bank ("Fleet"), Israel
Discount Bank of New York ("IDB") and Bank of America, N.A. ("BOA") (Chase,
HSBC, CIT, Fleet, IDB and BOA collectively the "Banks"), and Chase as agent for
the Banks. The Credit Agreement provides for up to $97,937,500 in revolving
line of credit and letters of credit.
Hampshire Group also entered into Amendment No. 1, dated as of September 5,
2000 (the "Amendment"), to the Note Purchase Agreements, dated as of May
15,1998, among Hampshire Group, the Guarantors named therein, Phoenix Home Life
Mutual Insurance Company and the Ohio National Life Insurance Company, with
respect to the $15,000,000 aggregate principal amount, Senior Secured Notes due
January 2, 2008 (the "Insurance Notes"). The Amendment provides for, among other
things, changes in the applicable interest rate and principal amortization
schedule of the Insurance Notes.
On September 11, 2000, Vintage changed its name to Item-Eyes, Inc.
A copy of the press release issued by Hampshire Group on September 6, 2000
in respect of the acquisition is attached hereto as Exhibit 99.1 and
incorporated hereto by reference.
Item 7. Financial Statements and Exhibits
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In accordance with Item 7, the information required by this item is
incorporated by reference from the Registrant's Report on Form 8-K/A to be filed
within 60 days after the date on which this Form 8-K is required to be filed.
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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 thereunto duly authorized.
HAMPSHIRE GROUP, LIMITED
(Registrant)
Date: September 15, 2000 /s/ Ludwig Kuttner
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Ludwig Kuttner
President and Chief Executive Officer
(Principal Executive Officer)
Date: September 15, 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)
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EXHIBITS
Exhibit No. Description
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4.1 Amendment No. 1, dated as of September 5, 2000, to the Note
Purchase Agreement, dated as of May 15,1998, among Hampshire
Group, the Guarantors named therein, Phoenix Home Life Mutual
Insurance Company and the Ohio National Life Insurance Company.
10.1 Asset Purchase Agreement between Vintage III, Inc., Item-Eyes,
Inc. and certain other parties, dated June 26, 2000.
10.2 Amended and Restated Credit Agreement and Guaranty among
Hamphsire Group, the Guarantors named therein, the Banks named
therein and The Chase Manhattan Bank as agent for the Banks,
dated as of September 5, 2000.
99.1 Press release dated announcing the completion of the acquisition
of the assets and business of Item-Eyes, Inc., dated September 6,
2000.
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