UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
000-20201
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SEC FILE NUMBER
408859106
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CUSIP NUMBER
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and Form 10-D
[ ] Form N-SAR [ ]Form N-CSR
For Period Ended: July 1, 2006
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: N/A
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Part I-Registrant Information
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Full Name of Registrant:
Hampshire Group, Limited
Former Name if Applicable:
N/A
Address of Principal Executive Office (Street and Number):
1924 Pearman Dairy Road
City, State and Zip Code
Anderson, South Carolina 29625
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Part II-Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) [ ]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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Part III-Narrative
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State below in reasonable detail the reasons why Forms 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
On June 22, 2006, Hampshire Group, Limited (the "Company") announced that
the Audit Committee of its Board of Directors (the "Audit Committee") has
determined to investigate issues related to, among other things, the misuse and
misappropriation of assets for personal benefit, certain related party
transactions, tax reporting, internal control deficiencies and financial
reporting and accounting for expense reimbursements, in each case involving
certain members of Hampshire's senior management. The Audit Committee has
engaged independent counsel to conduct the investigation.
The Audit Committee has not yet completed its investigation. Accordingly,
the Company is delaying the filing of its Form 10-Q for the quarter ended July
1, 2006 in order to allow the Audit Committee to complete its independent
investigation and for the Company to evaluate its findings. The Company intends
to file the Form 10-Q as soon as reasonably practicable following resolution of
the foregoing matter. The Form 10-Q is not expected to be filed by the extended
deadline prescribed by Rule 12b-25(b).
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Part IV-Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
Heath Golden (212) 822-3143
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Due to the investigation described in Part III, the Company is unable to
provide a reasonable estimate of the results of operations for the quarter ended
July 1, 2006.
Hampshire Group, Limited
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 9, 2006 By: /s/ Heath L. Golden
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Name: Heath L. Golden
Title: Vice President and General Counsel
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).