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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 30, 2008
HAMPSHIRE GROUP, LIMITED
(Exact name of Registrant as specified in its charter)
Delaware 000-20201 06-0967107
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification No.)
organization
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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On July 30, 2008, Hampshire Group, Limited (the "Company") entered into an
Employment Agreement with Michael S. Culang (the "Agreement"), pursuant to which
Mr. Culang has agreed to continue to serve as the President and Chief Executive
Officer of the Company for an indefinite term or until his resignation,
retirement, death, disability, or removal. The Agreement provides Mr. Culang
with an annual base salary of $800,000 and an annual discretionary bonus based
upon achievement of annual Company and/or individual performance objectives
established by the Compensation Committee each year.
In the event that Mr. Culang's employment is terminated (A) by the Company
without "cause" (as defined in the Agreement), (B) by Mr. Culang for "good
reason" (as defined in the Agreement), or (C) as a result of Mr. Culang's death
or disability, he will be entitled to (i) the payment of certain accrued
obligations, (ii) any unpaid annual bonus with respect to any prior completed
fiscal year, and (iii) a pro rata portion of his annual bonus for the year of
termination. Additionally, if Mr. Culang's employment is terminated by the
Company without cause or by Mr. Culang for good reason with notice, in each case
either prior to or more than one year following a "change in control" (as
defined in the Agreement), he will also be entitled to a lump sum cash payment
equal to one and a half (1.5) times the average salary and discretionary or
performance-based bonus paid to Mr. Culang over the three years immediately
preceding such termination.
Within 30 days after a change in control, in lieu of any severance or
similar payments that may otherwise become due to Mr. Culang within a year
following such change in control, the Company will pay Mr. Culang a lump sum
cash payment equal to two (2) times the average salary and discretionary or
performance-based bonus paid to Mr. Culang over the three years immediately
preceding the change in control.
The Agreement also imposes on Mr. Culang certain confidentiality,
non-compete, and non-solicit obligations. The non-compete and non-solicit
obligations continue for eighteen (18) months following the termination of Mr.
Culang's employment for any reason.
A copy of the Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
10.1 Employment Agreement by and between Hampshire Group, Limited and Michael
S. Culang, dated July 30, 2008.
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/ Jonathan Norwood
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Name: Jonathan Norwood
Title: Vice President and Chief Financial Officer
Dated: August 4, 2008