UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2001. or [ ] Transition report pursuant to section 13 or 15(d) of the Securities exchange Act of 1934. For the transition period from ________ to________. Commission File No. 000-20201 HAMPSHIRE GROUP, LIMITED ------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE 06-0967107 ---------------------- ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 215 COMMERCE BOULEVARD ANDERSON, SOUTH CAROLINA 29625 (Address, Including Zip Code, of Registrant's Principal Executive Offices) (Registrant's Telephone Number, Including Area Code) (864) 225-6232 ------------------------------------------------------------------- Securities registered pursuant to Section 12(b) of the Act: (Title of class) None. Securities registered pursuant to Section 12(g) of the Act: (Title of class) Common Stock, $0.10 Par Value. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A No. 1 or any amendment to this Form 10-K/A No. 1. [ ] As of March 23, 2002, the Registrant had outstanding 4,663,476 shares of Common Stock. As of March 23, 2002, the aggregate market value of the outstanding shares of the Registrant's Common Stock, par value $0.10 per share, held by non- affiliates, computed by reference to the closing sale's price of the Registrant's Common Stock as reported by the NASDAQ National Market, was approximately $23,023,000. Shares of Common Stock held, directly or indirectly, by each director and executive officer and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the Registrant's Definitive Proxy Statement, relative to its 2002 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K. Explanation Note The undersigned Registrant hereby amends, as and to the extent set forth below, the following items, financial statements, financial statements schedules, exhibits or other portions of its Annual Report of Form 10-K for the year ended December 31, 2001, filed pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934: Page One Page one of the Company's Form 10-K is being amended to include that as of March 23, 2002, the aggregate market value of the outstanding shares of the Registrant's Common Stock, par value $0.10 per share, held by non-affiliates, computed by reference to the closing sale's price of the Registrant's Common Stock as reported by the NASDAQ National Market, was approximately $22,023,000. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29th day of March 2002. HAMPSHIRE GROUP, LIMITED By: /s/ William W. Hodge ----------------------- William W. Hodge Chief Financial Officer 3