SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 8, 2003
HAMPSHIRE GROUP, LIMITED
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-20201 06-0967107
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
215 Commerce Boulevard,
Anderson, South Carolina 29625
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(864) 225-6232
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
Item 2. Acquisition and Disposition of Assets.
On October 8, 2003, Hampshire Investments, Limited ("HIL"), a subsidiary of
Hampshire, Group, Limited ("HGL"), sold certain assets to K Holdings, L. L. C.,
a company controlled by Ludwig Kuttner, Chairman and Chief Executive Officer of
HGL, for a purchase price of 250,000 shares of HGL common stock. Immediately
after this sale, HGL sold all of the outstanding shares of capital stock of HIL
to an investor group including Mr. Kuttner, Peter Woodworth, a Director of HGL,
and Charles Clayton, Treasurer of HGL, for a purchase price of 450,000 shares of
HGL. The assumed fair market value of the HGL common stock received in the two
transactions was $23,905,000 using a price of $34.15 per share, as reported by
NASDAQ at the market close of October 7, 2003, the trading day prior to the date
on which the transactions were consummated.
The transactions referred to above were negotiated on behalf of the Company by a
Special Committee of the Board of Directors of HGL which had been formed to
consider a possible sale of HIL and approved by Board of Directors. The Special
Committee retained independent counsel and Shattuck Hammond Partners L.L.C. as
its independent financial advisor ("Shattuck Hammond"). Shattuck Hammond
rendered an opinion to the Special Committee that the consideration for the
assets and the HIL stock was fair to HGL, from a financial point of view.
Copies of the Asset Purchase Agreement relating to the sale of assets of HIL and
the Stock Purchase Agreement relating to the stock of HIL are filed as Exhibits
10.4 and 10.5 hereto, and are incorporated herein by reference. A copy of the
press release issued by HGL on October 8 is filed as Exhibit 99.2 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) None
(b) Pro forma financial information:
Pursuant to paragraph (b) (1) of Form 8-K, Hampshire Group, Limited is
furnishing pro forma financial information in Exhibit 99.1, incorporated
herein by reference.
(c) Exhibits
Exhibit 10.4 - Asset Purchase Agreement dated October 8, 2003 by and
between Hampshire Investments, Limited and K Holdings, L. L. C.
Exhibit 10.5 - Stock Purchase Agreement dated October 8, 2003 by and
between Hampshire Group, Limited and Ludwig Kuttner, Peter Woodworth, and
Charles Clayton.
Exhibit 99.1 - Hampshire Group, Limited pro forma unaudited condensed
consolidated financial statements at and for the six months ended June 28,
2003 and pro forma unaudited condensed consolidated statement of income for
the year ended December 31, 2002.
Exhibit 99.2 - Hampshire Group, Limited Press Release dated October 8,
2003.
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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 hereunto duly authorized.
Hampshire Group, Limited
Date: October 23, 2003 By: /s/ William W. Hodge
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William W. Hodge
Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.4 Asset Purchase Agreement dated October 8, 2003 by and
between Hampshire Investments, Limited and
K Holdings, L. L. C.
10.5 Stock Purchase Agreement dated October 8, 2003 by and
between Hampshire Group, Limited and Ludwig Kuttner,
Peter Woodworth, and Charles Clayton.
99.1 Hampshire Group, Limited unaudited consolidated pro
forma condensed financial statements at and for the six
months ended June 28, 2003 and pro forma unaudited
condensed consolidated statement of income for the year
ended December 31, 2002.
99.2 Hampshire Group, Limited Press Release dated
October 8, 2003
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