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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P align="center" style="font-size: 18pt"><B>FORM 8-K</B>

<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P align="center" style="font-size: 10pt"><B>Date of Report (Date of earliest event reported): February 24, 2009</B>

<P align="center">

<P align="center" style="font-size: 24pt"><B>Hampshire Group, Limited<BR></B>
<FONT style="font-size: 10pt">(Exact name of registrant as specified in its charter)
</FONT>

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    <TD style="border-bottom: 1px solid #000000"><B>Delaware</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>000-20201</B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>06-0967107</B></TD>
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<TR valign="top">
    <TD>(State or other Jurisdiction of Incorporation)</TD>
    <TD>&nbsp;</TD>
    <TD>(Commission File Number)</TD>
    <TD>&nbsp;</TD>
    <TD>(IRS Employer Identification No.)</TD>
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    <TD width="49%">&nbsp;</TD>
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    <TD style="border-bottom: 1px solid #000000"><B>114 W. 41st Street, New York, New York<BR></B></TD>
    <TD>&nbsp;</TD>
    <TD style="border-bottom: 1px solid #000000"><B>10036</B></TD>
</TR>
<TR valign="top">
    <TD>(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD>(Zip Code)</TD>
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<P align="center" style="font-size: 10pt">Registrant&#146;s telephone number, including area code: <B>(212) 840-5666</B>


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<TR>
    <TD nowrap>(Former name or former address if changed since last report.)</TD>
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<P align="left" style="font-size: 10pt">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:

<P align="left" style="font-size: 10pt">
<FONT face="Wingdings">&#111;</FONT> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR><BR>
<FONT face="Wingdings">&#254;</FONT> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR><BR>
<FONT face="Wingdings">&#111;</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P align="center" style="font-size: 10pt; display: none">1
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;1.01. Entry Into a Material Definitive Agreement.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(a)&nbsp;Effective as of February&nbsp;23, 2009, Hampshire Group, Limited, a Delaware corporation (the
&#147;Company&#148;), NAF Holdings II, LLC, a Delaware limited liability company (the &#147;Parent&#148;), and NAF
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the
&#147;Purchaser&#148;), entered into an Agreement and Plan of Merger (the &#147;Merger Agreement&#148;). Subject to
the terms and conditions of the Merger Agreement, the Purchaser will commence a cash tender offer
(the &#147;Offer&#148;) to purchase all of the outstanding shares of common stock, $0.10 par value (the
&#147;Common Stock&#148;), of the Company at $5.55 per share, net to the holders thereof and without
interest, in cash (the &#147;Offer Price&#148;). Following the consummation of the Offer and subject to the
satisfaction or waiver of the conditions set forth in the Merger Agreement and in accordance with
the Delaware General Corporation Law, the Purchaser will merge with and into the Company (the
&#147;Merger&#148;), with the Company continuing as the surviving corporation. All shares of Common Stock
not acquired by the Purchaser in the Offer will be converted into a right to receive the Offer
Price (other than shares of Common Stock held by holders who have properly exercised their
dissenters rights under the Delaware General Corporation Law) in the Merger.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Offer is subject to certain closing conditions, including, but not limited to, the
continued accuracy of the representations of the Company made in the Merger Agreement and the
absence of a material adverse effect with respect to the Company. In addition, it is a condition
of Purchaser&#146;s obligation to accept for payment and pay for the shares tendered in the Offer that
the number of shares of Common Stock validly tendered and not withdrawn prior to the expiration of
the Offer, when added to the shares of Common Stock (if any) owned by the Parent, the Purchaser or
any of their respective Affiliates upon the expiration of the Offer and the maximum number of
shares issuable in the Top-Up Option (defined below) (after giving effect to the issuance thereof)
equals at least one (1)&nbsp;share more than 90% of the shares of Common Stock then outstanding on a
fully diluted basis (the &#147;Minimum Tender Condition&#148;). Based on the current number of shares of Common Stock authorized for issuance
under the Company&#146;s certificate of incorporation and the number of shares currently outstanding,
approximately 82% of the outstanding shares of Common Stock must be tendered in the Offer in order for
the Minimum Tender Condition to be satisfied.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The closing of the Offer is also conditioned on the receipt of certain consents and the
Company having in its accounts or having deposited into escrow $38,000,000 in cash, less any
amounts requested by Parent or Purchaser to serve as collateral for the Company&#146;s existing lenders
in respect of letters of credit issued and outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Purchaser has received commitments to finance the entire purchase price and the closing of the
Offer is not subject to a financing condition. Mr.&nbsp;Efrem
Gerszberg, the principal of Parent, has agreed to fully and
unconditionally guarantee the obligations of Purchaser and Parent
under the Merger Agreement. NAF Holdings, LLC, the parent of Parent is party to a buying agency agreement with Li &#038; Fung (Trading) Limited, a
major international sourcing company for apparel products.
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Subject to the terms of the Merger Agreement, upon the Purchaser&#146;s acceptance for payment of
all shares of Common Stock validly tendered and not withdrawn prior to the expiration of the Offer and the satisfaction of the Minimum Tender Condition, Purchaser may exercise an option (the
&#147;Top-Up Option&#148;) to purchase from the Company the number of
 shares of Common Stock equal to the lesser of (A)&nbsp;the number of shares of Common Stock that,
when added to the number of shares of Common Stock (if any) owned by Parent, Purchaser or their
respective affiliates at the time of exercise of the Top-Up Option, constitutes one (1)&nbsp;share more
than 90% of the shares of Common Stock then outstanding on a fully diluted basis (after giving
effect to such issuance) or (B)&nbsp;the aggregate number of shares of Common Stock that the Company is
authorized to issue under its certificate of incorporation but that are not issued and outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Under the terms of the Merger Agreement, the Company may not solicit or support any
alternative acquisition proposals (subject to customary exceptions for the Company&#146;s Board of
Directors to respond to unsolicited proposals in the exercise of its fiduciary duties). Subject to
the terms of the Merger Agreement, in certain circumstances, the Company will be obligated to pay a
termination fee of $1,600,000 to the Purchaser, or pay Purchaser&#146;s and Parent&#146;s documented
out-of-pocket expenses (subject to a cap of $1,000,000) in connection with the termination of the
Merger Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The
Merger Agreement has been included as an exhibit hereto to provide investors and stockholders with information
regarding its terms. Except for its status as a contractual document that establishes and governs
the legal relations among the parties thereto with respect to the transactions described herein,
the Merger Agreement is not intended to provide any other factual, business or operations
information about the Company. The Merger Agreement contains representations and warranties that
the parties to the Agreement made to and solely for the benefit of each other. The assertions
embodied in such representations and warranties are qualified by information contained in the
confidential disclosure letter that the Company delivered in connection with signing the Merger
Agreement. Accordingly, investors and stockholders should not rely on such representations and
warranties as characterizations of the actual state of facts or circumstances, since they were only
made as of the date of the Merger Agreement and are modified in important part by the underlying
disclosure letter. Moreover, information concerning the subject matter of such representations and
warranties may change after the date of the Merger Agreement, which subsequent information may or
may not be fully reflected in the Company&#146;s public disclosures.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The foregoing description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit&nbsp;2.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">(b)&nbsp;In connection with the Merger Agreement, and in order to induce the Company to enter into
the Merger Agreement, Mr.&nbsp;Gerszberg, concurrently with the execution and
delivery of the Merger Agreement, entered into a Guarantee, dated as of February&nbsp;23, 2009, in favor
of the Company, pursuant to which Mr.&nbsp;Gerszberg agrees to absolutely, unconditionally and
irrevocably guarantee the due and punctual payment, performance and discharge of any and all of the
obligations of the Purchaser under the Merger Agreement, including, but not limited to, payment of
the Offer Price.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The foregoing description of the Guarantee does not purport to be complete and is qualified in
its entirety by reference to the Guarantee, which is attached as Exhibit&nbsp;2.2 to this Current Report
on Form 8-K and is incorporated herein by reference.
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;3.03. Material Modification to Rights of Security Holders.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">On February&nbsp;23, 2009, prior to the execution of the Merger Agreement, the board of directors
of the Company approved an Amendment (the &#147;Amendment&#148;) to the Shareholder Rights Agreement, dated
as of August&nbsp;13, 2008 between the Company and Mellon Investor Services, LLC, as rights agent (the
&#147;Rights Agreement&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The Amendment, among other things, renders the Rights Agreement inapplicable to the Merger,
the Offer, the Merger Agreement and the transactions contemplated thereby. The Amendment provides
that the execution, delivery and performance of the Merger Agreement and/or any ancillary
agreements, or the consummation of the Offer and/or Merger or other transactions contemplated by
the Merger Agreement, will not result in either Parent or Purchaser being deemed an &#147;Acquiring
Person&#148; (as such term is defined in the Rights Agreement) or give rise to any event that would
result in the occurrence of a &#147;Shares Acquisition Date&#148; or a &#147;Distribution Date&#148; (as those terms
are defined in the Rights Agreement). If the Merger Agreement is terminated, the changes to the
Rights Agreement pursuant to the Amendment will be of no further force and effect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, a copy of which is filed as Exhibit&nbsp;3.3 hereto and is
incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">On February&nbsp;24, 2009, the Company issued a press release regarding the execution of the Merger
Agreement. A copy of the press release is filed herewith as Exhibit&nbsp;99.1 and is incorporated herein
by reference.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC:</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">THE TENDER OFFER DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K HAS NOT YET BEEN COMMENCED. THIS
ANNOUNCEMENT AND THE DESCRIPTION CONTAINED HEREIN IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL SHARES OF COMMON STOCK OF THE COMPANY. AT THE TIME THE TENDER
OFFER IS COMMENCED, THE PARENT AND THE PURCHASER INTEND TO FILE A TENDER OFFER STATEMENT ON
SCHEDULE TO CONTAINING AN OFFER TO PURCHASE, FORM OF LETTER OF TRANSMITTAL AND OTHER DOCUMENTS
RELATING TO THE TENDER OFFER, AND THE COMPANY INTENDS TO FILE A SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE TENDER OFFER. THE PARENT, THE PURCHASER AND THE
COMPANY INTEND TO MAIL THESE DOCUMENTS TO THE COMPANY&#146;S
STOCKHOLDERS. <b>THE TENDER OFFER STATEMENT
AND THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER AND OUR STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. THE
TENDER OFFER STATEMENT AND THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER WILL BE MADE AVAILABLE
TO OUR STOCKHOLDERS AT NO EXPENSE TO THEM. IN ADDITION, SUCH DOCUMENTS (AND ALL OTHER DOCUMENTS
FILED BY THE
COMPANY WITH THE SEC) WILL BE AVAILABLE AT NO CHARGE AT WWW.HAMP.COM AND ON THE SEC&#146;S WEBSITE
AT WWW.SEC.GOV.</b>
</DIV>
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<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">Certain statements contained in this Current Report on Form 8-K about our expectation of
future events or results constitute forward-looking statements for purposes of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995. You can identify
forward-looking statements by terminology such as, &#147;may,&#148; &#147;should,&#148; &#147;expects,&#148; &#147;plans,&#148;
&#147;anticipates,&#148; &#147;believes,&#148; &#147;estimates,&#148; &#147;predicts,&#148; &#147;potential,&#148; &#147;continue,&#148; or the negative of
these terms or other comparable terminology. These statements are not historical facts, but instead
represent only our beliefs regarding future events, many of which, by their nature, are inherently
uncertain and outside of our control. It is possible that our actual results and financial
condition may differ, possibly materially, from our anticipated results and financial condition
indicated in these forward-looking statements. In addition, certain factors could affect the
outcome of the matters described in this Current Report on Form 8-K.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">These factors include, but are not limited to, (1)&nbsp;the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger Agreement, (2)&nbsp;the
outcome of any legal proceedings that may be instituted against us or others following the
announcement of the Merger Agreement, (3)&nbsp;the inability to complete the Offer or the Merger due to
the failure to satisfy other conditions, (4)&nbsp;risks that the proposed transaction disrupts current
plans and operations, and (5)&nbsp;the costs, fees and expenses related to the transaction. Additional
information regarding risk factors and uncertainties affecting the Company is detailed from time to
time in the Company&#146;s filings with the SEC, including, but not limited to, the Company&#146;s most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, available for viewing on the
Company&#146;s website at www.hamp.com. You are urged to consider these factors carefully in evaluating
the forward-looking statements herein and are cautioned not to place undue reliance on such
forward-looking statements, which are qualified in their entirety by this cautionary statement. The
forward-looking statements made herein speak only as of the date of this Current Report on 8-K and
we undertake no obligation to publicly update such forward-looking statements to reflect subsequent
events or circumstances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;9.01. Financial Statements and Exhibits.</B>
</DIV>


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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Exhibits.</TD>
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</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt; margin-left: 4%">The following exhibits are being filed with this Current Report on Form 8-K:
</DIV>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">2.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Agreement and Plan of Merger, dated as of February&nbsp;23, 2009, by and among
Hampshire Group, Limited, NAF Holdings&nbsp;II, LLC and NAF Acquisition Corp.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">2.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Guarantee, dated as of February&nbsp;23, 2009, by Efrem Gerszberg in favor of
Hampshire Group, Limited.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">3.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>First Amendment to Rights Amendment, dated as of February&nbsp;23, 2009, by and
between Hampshire Group, Limited and Mellon Investor Services LLC.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Press Release issued by Hampshire Group, Limited on
February&nbsp;24, 2009.</TD>
</TR>

</TABLE>
</DIV>
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<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">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.



<P align="left" style="margin-left:46%; font-size: 10pt"><B>Hampshire Group, Limited</B>


<P align="left" style="font-size: 10pt">Date: February&nbsp;24, 2009



<P align="left" style="margin-left:46%; font-size: 10pt; margin-top: -11pt">By: <U><B>/</B>s/&nbsp;Jonathan W. Norwood&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<BR>
Name: Jonathan W. Norwood
<BR>
Title: Chief Financial Officer


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<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT INDEX</B>
</DIV>


<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">2.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Agreement and Plan of Merger, dated as of February&nbsp;23, 2009, by and among
Hampshire Group, Limited, NAF Holdings&nbsp;II, LLC and NAF Acquisition Corp.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">2.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Guarantee, dated as of February&nbsp;23, 2009, by Efrem Gerszberg in favor of
Hampshire Group, Limited.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">3.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>First Amendment to Rights Amendment, dated as of February&nbsp;23, 2009, by and
between Hampshire Group, Limited and Mellon Investor Services LLC.</TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Press Release issued by Hampshire Group, Limited on February&nbsp;23, 2009.</TD>
</TR>

</TABLE>
</DIV>


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{"company-data": {"conformed-name": "HAMPSHIRE GROUP LTD", "cik": "0000887150", "assigned-sic": "2253", "irs-number": "060967107", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20201", "film-number": "09631287"}, "business-address": {"street1": "1924 PEARMAN DAIRY ROAD", "street2": "PO BOX 2667", "city": "ANDERSON", "state": "SC", "zip": "29625", "phone": "8642311200"}, "mail-address": {"street1": "1924 PEARMAN DAIRY ROAD", "street2": "PO BOX 2667", "city": "ANDERSON", "state": "SC", "zip": "29625"}}
Filed by Bowne Pure Compliance
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): February 24, 2009
Hampshire Group, Limited
(Exact name of registrant as specified in its charter)
Delaware
000-20201
06-0967107
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
114 W. 41st Street, New York, New York
10036
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(212) 840-5666
(Former name or 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
þ
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.
(a) Effective as of February 23, 2009, Hampshire Group, Limited, a Delaware corporation (the
"Company"), NAF Holdings II, LLC, a Delaware limited liability company (the "Parent"), and NAF
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the
"Purchaser"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Subject to
the terms and conditions of the Merger Agreement, the Purchaser will commence a cash tender offer
(the "Offer") to purchase all of the outstanding shares of common stock, $0.10 par value (the
"Common Stock"), of the Company at $5.55 per share, net to the holders thereof and without
interest, in cash (the "Offer Price"). Following the consummation of the Offer and subject to the
satisfaction or waiver of the conditions set forth in the Merger Agreement and in accordance with
the Delaware General Corporation Law, the Purchaser will merge with and into the Company (the
"Merger"), with the Company continuing as the surviving corporation. All shares of Common Stock
not acquired by the Purchaser in the Offer will be converted into a right to receive the Offer
Price (other than shares of Common Stock held by holders who have properly exercised their
dissenters rights under the Delaware General Corporation Law) in the Merger.
The Offer is subject to certain closing conditions, including, but not limited to, the
continued accuracy of the representations of the Company made in the Merger Agreement and the
absence of a material adverse effect with respect to the Company. In addition, it is a condition
of Purchaser's obligation to accept for payment and pay for the shares tendered in the Offer that
the number of shares of Common Stock validly tendered and not withdrawn prior to the expiration of
the Offer, when added to the shares of Common Stock (if any) owned by the Parent, the Purchaser or
any of their respective Affiliates upon the expiration of the Offer and the maximum number of
shares issuable in the Top-Up Option (defined below) (after giving effect to the issuance thereof)
equals at least one (1) share more than 90% of the shares of Common Stock then outstanding on a
fully diluted basis (the "Minimum Tender Condition"). Based on the current number of shares of Common Stock authorized for issuance
under the Company's certificate of incorporation and the number of shares currently outstanding,
approximately 82% of the outstanding shares of Common Stock must be tendered in the Offer in order for
the Minimum Tender Condition to be satisfied.
The closing of the Offer is also conditioned on the receipt of certain consents and the
Company having in its accounts or having deposited into escrow $38,000,000 in cash, less any
amounts requested by Parent or Purchaser to serve as collateral for the Company's existing lenders
in respect of letters of credit issued and outstanding.
Purchaser has received commitments to finance the entire purchase price and the closing of the
Offer is not subject to a financing condition. Mr. Efrem
Gerszberg, the principal of Parent, has agreed to fully and
unconditionally guarantee the obligations of Purchaser and Parent
under the Merger Agreement. NAF Holdings, LLC, the parent of Parent is party to a buying agency agreement with Li & Fung (Trading) Limited, a
major international sourcing company for apparel products.
Subject to the terms of the Merger Agreement, upon the Purchaser's acceptance for payment of
all shares of Common Stock validly tendered and not withdrawn prior to the expiration of the Offer and the satisfaction of the Minimum Tender Condition, Purchaser may exercise an option (the
"Top-Up Option") to purchase from the Company the number of
 shares of Common Stock equal to the lesser of (A) the number of shares of Common Stock that,
when added to the number of shares of Common Stock (if any) owned by Parent, Purchaser or their
respective affiliates at the time of exercise of the Top-Up Option, constitutes one (1) share more
than 90% of the shares of Common Stock then outstanding on a fully diluted basis (after giving
effect to such issuance) or (B) the aggregate number of shares of Common Stock that the Company is
authorized to issue under its certificate of incorporation but that are not issued and outstanding.
Under the terms of the Merger Agreement, the Company may not solicit or support any
alternative acquisition proposals (subject to customary exceptions for the Company's Board of
Directors to respond to unsolicited proposals in the exercise of its fiduciary duties). Subject to
the terms of the Merger Agreement, in certain circumstances, the Company will be obligated to pay a
termination fee of $1,600,000 to the Purchaser, or pay Purchaser's and Parent's documented
out-of-pocket expenses (subject to a cap of $1,000,000) in connection with the termination of the
Merger Agreement.
The
Merger Agreement has been included as an exhibit hereto to provide investors and stockholders with information
regarding its terms. Except for its status as a contractual document that establishes and governs
the legal relations among the parties thereto with respect to the transactions described herein,
the Merger Agreement is not intended to provide any other factual, business or operations
information about the Company. The Merger Agreement contains representations and warranties that
the parties to the Agreement made to and solely for the benefit of each other. The assertions
embodied in such representations and warranties are qualified by information contained in the
confidential disclosure letter that the Company delivered in connection with signing the Merger
Agreement. Accordingly, investors and stockholders should not rely on such representations and
warranties as characterizations of the actual state of facts or circumstances, since they were only
made as of the date of the Merger Agreement and are modified in important part by the underlying
disclosure letter. Moreover, information concerning the subject matter of such representations and
warranties may change after the date of the Merger Agreement, which subsequent information may or
may not be fully reflected in the Company's public disclosures.
The foregoing description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
(b) In connection with the Merger Agreement, and in order to induce the Company to enter into
the Merger Agreement, Mr. Gerszberg, concurrently with the execution and
delivery of the Merger Agreement, entered into a Guarantee, dated as of February 23, 2009, in favor
of the Company, pursuant to which Mr. Gerszberg agrees to absolutely, unconditionally and
irrevocably guarantee the due and punctual payment, performance and discharge of any and all of the
obligations of the Purchaser under the Merger Agreement, including, but not limited to, payment of
the Offer Price.
The foregoing description of the Guarantee does not purport to be complete and is qualified in
its entirety by reference to the Guarantee, which is attached as Exhibit 2.2 to this Current Report
on Form 8-K and is incorporated herein by reference.
-2-
Item 3.03. Material Modification to Rights of Security Holders.
On February 23, 2009, prior to the execution of the Merger Agreement, the board of directors
of the Company approved an Amendment (the "Amendment") to the Shareholder Rights Agreement, dated
as of August 13, 2008 between the Company and Mellon Investor Services, LLC, as rights agent (the
"Rights Agreement").
The Amendment, among other things, renders the Rights Agreement inapplicable to the Merger,
the Offer, the Merger Agreement and the transactions contemplated thereby. The Amendment provides
that the execution, delivery and performance of the Merger Agreement and/or any ancillary
agreements, or the consummation of the Offer and/or Merger or other transactions contemplated by
the Merger Agreement, will not result in either Parent or Purchaser being deemed an "Acquiring
Person" (as such term is defined in the Rights Agreement) or give rise to any event that would
result in the occurrence of a "Shares Acquisition Date" or a "Distribution Date" (as those terms
are defined in the Rights Agreement). If the Merger Agreement is terminated, the changes to the
Rights Agreement pursuant to the Amendment will be of no further force and effect.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.3 hereto and is
incorporated herein by reference.
On February 24, 2009, the Company issued a press release regarding the execution of the Merger
Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein
by reference.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC:
THE TENDER OFFER DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K HAS NOT YET BEEN COMMENCED. THIS
ANNOUNCEMENT AND THE DESCRIPTION CONTAINED HEREIN IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL SHARES OF COMMON STOCK OF THE COMPANY. AT THE TIME THE TENDER
OFFER IS COMMENCED, THE PARENT AND THE PURCHASER INTEND TO FILE A TENDER OFFER STATEMENT ON
SCHEDULE TO CONTAINING AN OFFER TO PURCHASE, FORM OF LETTER OF TRANSMITTAL AND OTHER DOCUMENTS
RELATING TO THE TENDER OFFER, AND THE COMPANY INTENDS TO FILE A SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 WITH RESPECT TO THE TENDER OFFER. THE PARENT, THE PURCHASER AND THE
COMPANY INTEND TO MAIL THESE DOCUMENTS TO THE COMPANY'S
STOCKHOLDERS.
THE TENDER OFFER STATEMENT
AND THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER AND OUR STOCKHOLDERS ARE URGED TO READ THEM CAREFULLY WHEN THEY BECOME AVAILABLE. THE
TENDER OFFER STATEMENT AND THE OTHER DOCUMENTS RELATING TO THE TENDER OFFER WILL BE MADE AVAILABLE
TO OUR STOCKHOLDERS AT NO EXPENSE TO THEM. IN ADDITION, SUCH DOCUMENTS (AND ALL OTHER DOCUMENTS
FILED BY THE
COMPANY WITH THE SEC) WILL BE AVAILABLE AT NO CHARGE AT WWW.HAMP.COM AND ON THE SEC'S WEBSITE
AT WWW.SEC.GOV.
-3-
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements contained in this Current Report on Form 8-K about our expectation of
future events or results constitute forward-looking statements for purposes of the safe harbor
provisions of The Private Securities Litigation Reform Act of 1995. You can identify
forward-looking statements by terminology such as, "may," "should," "expects," "plans,"
"anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of
these terms or other comparable terminology. These statements are not historical facts, but instead
represent only our beliefs regarding future events, many of which, by their nature, are inherently
uncertain and outside of our control. It is possible that our actual results and financial
condition may differ, possibly materially, from our anticipated results and financial condition
indicated in these forward-looking statements. In addition, certain factors could affect the
outcome of the matters described in this Current Report on Form 8-K.
These factors include, but are not limited to, (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger Agreement, (2) the
outcome of any legal proceedings that may be instituted against us or others following the
announcement of the Merger Agreement, (3) the inability to complete the Offer or the Merger due to
the failure to satisfy other conditions, (4) risks that the proposed transaction disrupts current
plans and operations, and (5) the costs, fees and expenses related to the transaction. Additional
information regarding risk factors and uncertainties affecting the Company is detailed from time to
time in the Company's filings with the SEC, including, but not limited to, the Company's most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, available for viewing on the
Company's website at www.hamp.com. You are urged to consider these factors carefully in evaluating
the forward-looking statements herein and are cautioned not to place undue reliance on such
forward-looking statements, which are qualified in their entirety by this cautionary statement. The
forward-looking statements made herein speak only as of the date of this Current Report on 8-K and
we undertake no obligation to publicly update such forward-looking statements to reflect subsequent
events or circumstances.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K:
2.1
Agreement and Plan of Merger, dated as of February 23, 2009, by and among
Hampshire Group, Limited, NAF Holdings II, LLC and NAF Acquisition Corp.
2.2
Guarantee, dated as of February 23, 2009, by Efrem Gerszberg in favor of
Hampshire Group, Limited.
3.3
First Amendment to Rights Amendment, dated as of February 23, 2009, by and
between Hampshire Group, Limited and Mellon Investor Services LLC.
99.1
Press Release issued by Hampshire Group, Limited on
February 24, 2009.
-4-
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
Date: February 24, 2009
By:
/
s/ Jonathan W. Norwood
Name: Jonathan W. Norwood
Title: Chief Financial Officer
-5-
EXHIBIT INDEX
2.1
Agreement and Plan of Merger, dated as of February 23, 2009, by and among
Hampshire Group, Limited, NAF Holdings II, LLC and NAF Acquisition Corp.
2.2
Guarantee, dated as of February 23, 2009, by Efrem Gerszberg in favor of
Hampshire Group, Limited.
3.3
First Amendment to Rights Amendment, dated as of February 23, 2009, by and
between Hampshire Group, Limited and Mellon Investor Services LLC.
99.1
Press Release issued by Hampshire Group, Limited on February 23, 2009.