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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): July 25, 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 July 25, 2007, Hampshire Group, Limited (the "Company") entered into a
Waiver to Credit Agreement (the "Waiver") 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, December 29,
2006, March 30, 2007 and July 11, 2007 (the "Credit Agreement"), 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 Waiver, the Banks and the Company agreed, in consideration for $25,000 and
the payment of the Agent's legal fees and expenses, to postpone further 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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April 1, 2006 (Restated) August 15, 2007
July 1, 2006 August 15, 2007
September 30, 2006 August 15, 2007
December 31, 2006 August 31, 2007
March 31, 2007 September 28, 2007
June 30, 2007 October 31, 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 Waiver is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein
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.
(c) Shell Company Transactions.
None.
(d) Exhibits.
10.1 Waiver to Credit Agreement, dated as of July 25, 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, December 29, 2006, March 30, 2007 and July 11,
2007, by and among the Company, the Guarantors party thereto, HSBC
Bank USA, National Association, as Agent for the Banks, and the Banks
named therein.
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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: July 27, 2007
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