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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): March 28, 2007
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 March 30, 2007, Hampshire Group, Limited (the "Company") entered into
Amendment No. 5 and Waiver to Credit Agreement (the "Amendment") with respect to
that certain Credit Agreement and Guaranty (the "Credit Agreement"), dated as of
August 15, 2003 and amended as of December 29, 2004, November 10, 2005, August
8, 2006, October 13, 2006 and December 29, 2006, 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 the Amendment the
Banks and the Company agreed, in consideration for $25,000 and the payment of
the Agent's legal fees and expenses, to (i) extend the term of the Credit
Agreement to December 31, 2007 and (ii) postpone the requirement to deliver to
the Banks the Company's financial statements according to the following
schedule:
Report for Period Ended Extended Delivery Date
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December 31, 2003 (Restated) May 31, 2007
December 31, 2004 (Restated) May 31, 2007
December 31, 2005 (Restated) May 31, 2007
April 1, 2006 (Restated) July 30, 2007
July 1, 2006 July 30, 2007
September 30, 2006 July 30, 2007
December 31, 2006 July 30, 2007
March 31, 2007 August 27, 2007
June 30, 2007 September 24, 2007
In addition, to the extent a breach of a representation or other term of the
Credit Agreement is caused by the forthcoming restatement of the Company's prior
financial statements, the Banks waived compliance with such provisions as long
as the restated financial statements are delivered in accordance with the
schedule set forth in the table above and the restated financial statements do
not demonstrate non-compliance with any financial covenant as of any test date
occurring subsequent to June 29, 2006.
The Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated
herein by reference in its entirety.
The press release announcing the Amendment and related matters is filed as
Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its
entirety.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On March 28, 2007, the Company entered into an agreement (the "Culang
Agreement") with Michael S. Culang, the Company's interim President and Chief
Executive Officer, pursuant to which, upon a change of control of the Company,
Mr. Culang may elect to terminate his employment with the Company and receive in
lieu of any termination benefits under his current employment agreement a
lump-sum amount equal to two (2) times the sum of (i) his annual base salary as
of March 28, 2007 plus (ii) the total bonus amount paid by the Company to Mr.
Culang
for services performed entirely during the Company's 2006 fiscal year. If Mr.
Culang's employment with Company continues after a change of control, he will
not be entitled to any payment under the terms of the Culang Agreement and any
benefits payable to Mr. Culang upon a termination of employment will be governed
by his current employment agreement. The Culang Agreement includes in the
definition of change of control, among other things, the appointment as an
executive officer of any shareholder or member of a shareholder group who owns,
directly or indirectly, more than five percent (5%) of the outstanding voting
securities of the Company.
The Culang Agreement is filed as Exhibit 10.2 to this Form 8-K and is
incorporated by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
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(c) Shell Company Transactions.
None.
(d) Exhibits.
10.1 Amendment No. 5 and Waiver to Credit Agreement, dated as of March 30,
2007, with respect to that certain Credit Agreement and Guaranty,
dated as of August 15, 2003 and amended as of December 29, 2004,
November 10, 2005, August 8, 2006, October 13, 2006 and December 29,
2006, by and among the Company, the Guarantors party thereto, HSBC
Bank USA, National Association, as Agent for the Banks, and the Banks
named therein.
10.2 Agreement, dated March 28, 2007, between the Company and Michael S.
Culang.
99.1 Press Release issued by Hampshire Group, Limited on March 30, 2007.
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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
By: /s/ Heath L. Golden
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Name: Heath L. Golden
Title: Vice President and General Counsel
Dated: April 1, 2007