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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): April 3, 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.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On April 3, 2007, Hampshire Group, Limited (the "Company") entered into
agreements (the "Employment Agreements") with each of Jonathan Norwood, the
Company's Chief Financial Officer and Treasurer, and Heath L. Golden, the
Company's Vice President Administration, General Counsel and Secretary, pursuant
to which Messrs. Norwood and Golden will be entitled to an annual base salary,
$210,000 for Mr. Norwood and $275,000 for Mr. Golden, plus an annual bonus based
upon a bonus program that will be established by the Compensation Committee of
the Company's Board of Directors. Upon termination of his employment by the
Company other than for cause, Mr. Norwood or Mr. Golden, as the case may be, is
entitled to severance equal to half of his annual base salary plus a pro-rata
portion of the bonus he would have been entitled to under the applicable
Employment Agreement, payable after the end of that year. Upon a termination of
his employment by the Company for cause, Mr. Norwood or Mr. Golden, as the case
may be, is not entitled to any severance payments. During the term of the
Employment Agreements and for one year thereafter, Messrs. Norwood and Golden
are prohibited from soliciting any of the Company's employees or customers. Upon
a change of control of the Company and regardless of whether Messrs. Norwood and
Golden continue to be employed by the Company, each of them is entitled to
receive a lump-sum amount equal to two (2) times the sum of (i) his annual base
salary in effect immediately prior to the change of control plus (ii) the total
bonus amount paid or payable by the Company to him for services performed
entirely during the year prior to the year in which the change of control
occurs. If the employment of Messrs. Norwood or Golden continues after a change
of control, he will not be entitled to any other severance payments and his
employment will be on an "at-will" basis. The Employment Agreements include in
the definition of change of control, among other things, the appointment as an
executive officer of any shareholder who owns, directly or indirectly, more than
five percent (5%) of the outstanding voting securities of the Company.
The Employment Agreements are filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Form 8-K and are incorporated herein by reference in their
entirety.
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 Employment Agreement, dated as of April 3, 2007, by and between
Hampshire Group, Limited and Jonathan Norwood.
10.2 Employment Agreement, dated as of April 3, 2007, by and between
Hampshire Group, Limited and Heath L. Golden.
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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 5, 2007