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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): August 8, 2006
HAMPSHIRE GROUP, LIMITED
(Exact name of Registrant as specified in its charter)
Delaware 000-20201 06-0967107
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1924 Pearman Dairy Road Anderson, South Carolina 29625
(Address of principal executive offices) (Zip code)
(864) 231-1200
(Registrant's telephone number including area code)
Not applicable
(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
As of August 8, 2006, Hampshire Group, Limited (the "Company") entered into
Amendment No. 3 and Waiver (the "Amendment and Waiver") to that certain Credit
Agreement and Guaranty, dated as of August 15, 2003 and amended December 29,
2004 and November 10, 2005, by and among the Company, the Guarantors party
thereto, HSBC Bank USA, National Association, as Agent for the Banks, and the
Banks named therein (the "Banks") pursuant to which the Banks and the Company
have agreed to (i) postpone from August 15, 2006 to October 15, 2006 the
requirement to deliver to the Banks the Company's financial statements for the
quarter ended July 1, 2006, (ii) increase the Company's permitted annual capital
expenditures to $3 million and (iii) clarify that existing and future real
property leases are not subject to the foregoing capital expenditure limitation.
The Amendment and Waiver is filed as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference in its entirety.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 9, 2006, the Company announced and separately notified The NASDAQ
Stock Market and the Securities and Exchange Commission (the "SEC") that the
Company intends to defer filing its Quarterly Report on Form 10-Q for the
quarter ended July 1, 2006 (the "Quarterly Report") with the SEC in order to
allow the Audit Committee of its Board of Directors to complete its previously
announced independent investigation and for the Company to evaluate its
findings. The Company is not yet able to determine the outcome of the matters
being investigated or to evaluate the aggregate materiality of any potential
issues. Failure to timely file the Quarterly Report with the SEC has resulted in
noncompliance with NASDAQ Marketplace Rule 4310(c)(14), which is a condition for
the continued listing of the Company's common stock on NASDAQ.
The Company notified the SEC of its intention to defer filing the Quarterly
Report by filing a Form 12b-25 with the SEC in accordance with Rule 12b-25(a)
promulgated under the Securities Exchange Act of 1934, as amended. The Company
has not requested a five day filing extension.
The press release announcing Company's decision to delay the filing of the
Quarterly Report is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference in its entirety.
Item 8.01. Other Events.
On August 9, 2006, the Company also announced that a derivative suit has been
filed in the United States District Court for the District of South Carolina
naming the Company's directors, an officer and the Company as defendants. The
suit alleges, among other things, that the named individual defendants breached
their fiduciary duties to the Company, abused control relationships, engaged in
gross mismanagement of the Company, wasted Company assets and were unjustly
enriched. The suit seeks damages and injunctive relief on behalf of the Company.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions.
None.
(d) Exhibits.
10.1 Amendment No. 3 and Waiver, dated as of August 8, 2006, to
that certain Credit Agreement and Guaranty, dated as of
August 15, 2003 and amended December 29, 2004 and November
10, 2005, by and among the Company, the Guarantors party
thereto, HSBC Bank USA, National Association, as Agent for
the Banks, and the Banks named therein.
99.1 Press Release issued by Hampshire Group, Limited on
August 9, 2006.
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
By: /s/ Heath L. Golden
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Name: Heath L. Golden
Title: Vice President and General Counsel
Dated: August 9, 2006