##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 26, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-20201
 HAMPSHIRE GROUP, LIMITED
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    06-0967107
(I.R.S. Employer
Identification No.)114 W. 41st Street, New York, New York
(Address of principal executive offices)
    
    10036
(Zip Code)
 (212) 840-5666
(Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o (Do not check if  smaller reporting company)
Smaller reporting company þ o þ




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##### 



HAMPSHIRE GROUP, LIMITED
 QUARTERLY REPORT ON FORM 10-Q
 For the Quarterly and Year to Date Periods Ended September 26, 2009
 SAFE HARBOR STATEMENT
    
    iiPART IFINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20PART IIOTHER INFORMATION
    
    
    21Item 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 6. Exhibits
    
    
    22Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   i




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SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
  Risk
Factors
    ii




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##### Table of Contents



PART IFINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
 (In thousands, except par value and shares)
    
    September 26, 2009
    
    
    December 31, 2008Current assets:Cash and cash equivalents
    
    $
    1,551
    
    
    $
    35,098Accounts receivable, net
    
    
    40,757
    
    
    
    27,881Other receivables
    
    
    2,891
    
    
    
    4,007Inventories, net
    
    
    34,043
    
    
    
    10,911Other current assets
    
    
    3,955
    
    
    
    2,672Assets of discontinued operations
    
    
    310
    
    
    
    246Total current assets
    
    
    83,507
    
    
    
    80,815Fixed assets, net
    
    
    11,753
    
    
    
    13,207Other assets
    
    
    3,848
    
    
    
    4,684Total assets
    
    $
    99,108
    
    
    $
    98,706Current liabilities:Current portion of long-term debt
    
    $
    11
    
    
    $
    30Accounts payable
    
    
    26,699
    
    
    
    7,759Accrued expenses and other liabilities
    
    
    10,583
    
    
    
    11,137Liabilities of discontinued operations
    
    
    512
    
    
    
    503Total current liabilities
    
    
    37,805
    
    
    
    19,429Long-term debt less current portion
    
    
    115
    
    
    
    3Other long-term liabilities
    
    
    13,181
    
    
    
    14,477Total liabilities
    
    
    51,101
    
    
    
    33,909Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Preferred stock, $0.10 par value, 1,000,000 shares
authorized; none issued
    
    
    
    
    
    
    Series A junior participating preferred stock,
$0.10 par value, 10,000 shares authorized at
September 26, 2009 and December 31, 2008; none
issued
    
    
    
    
    
    
    Common stock, $0.10 par value, 10,000,000 shares
authorized; 8,243,784 shares issued at September
26, 2009 and December 31, 2008
    
    
    824
    
    
    
    824Additional paid-in capital
    
    
    36,079
    
    
    
    36,079Retained earnings
    
    
    31,502
    
    
    
    48,292Treasury stock, 2,774,619 shares at cost at
September 26, 2009 and December 31, 2008
    
    
    (20,398
    )
    
    
    (20,398
    )Total stockholders equity
    
    
    48,007
    
    
    
    64,797Total liabilities and stockholders equity
    
    $
    99,108
    
    
    $
    98,706
   1




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##### Table of Contents



Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
 Three Months Ended
    
    
    Nine Months EndedSeptember 26,
    
    
    September 27,
    
    
    September 26,
    
    
    September 27,(In thousands, except per share data)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    50,869
    
    
    $
    80,962
    
    
    $
    100,914
    
    
    $
    153,622Cost of goods sold
    
    
    39,815
    
    
    
    63,003
    
    
    
    78,649
    
    
    
    117,343Gross profit
    
    
    11,054
    
    
    
    17,959
    
    
    
    22,265
    
    
    
    36,279Selling, general, and administrative expenses
    
    
    9,725
    
    
    
    14,393
    
    
    
    29,408
    
    
    
    42,465Restructuring charges
    
    
    768
    
    
    
    96
    
    
    
    4,184
    
    
    
    537Special costs
    
    
    588
    
    
    
    1,360
    
    
    
    3,593
    
    
    
    2,328Tender offer related costs
    
    
    944
    
    
    
    56
    
    
    
    2,053
    
    
    
    56Income (loss) from operations
    
    
    (971
    )
    
    
    2,054
    
    
    
    (16,973
    )
    
    
    (9,107
    )Other income (expense):Interest income
    
    
    12
    
    
    
    106
    
    
    
    158
    
    
    
    872Interest expense
    
    
    (114
    )
    
    
    (24
    )
    
    
    (197
    )
    
    
    (100
    )Other, net
    
    
    (285
    )
    
    
    1,666
    
    
    
    (311
    )
    
    
    1,659Income (loss) from continuing operations
before income taxes
    
    
    (1,358
    )
    
    
    3,802
    
    
    
    (17,323
    )
    
    
    (6,676
    )Income tax provision (benefit)
    
    
    (785
    )
    
    
    957
    
    
    
    (579
    )
    
    
    (3,066
    )Income (loss) from continuing operations
    
    
    (573
    )
    
    
    2,845
    
    
    
    (16,744
    )
    
    
    (3,610
    )Income (loss) from discontinued operations,
net of taxes
    
    
    1
    
    
    
    (133
    )
    
    
    (46
    )
    
    
    (2,474
    )Net income (loss)
    
    $
    (572
    )
    
    $
    2,712
    
    
    $
    (16,790
    )
    
    $
    (6,084
    )Basic income (loss) per share:Income (loss) from continuing operations
    
    $
    (0.10
    )
    
    $
    0.44
    
    
    $
    (3.06
    )
    
    $
    (0.49
    )Income (loss) from discontinued operations,
net of taxes
    
    
    
    
    
    
    (0.02
    )
    
    
    (0.01
    )
    
    
    (0.33
    )Net income (loss)
    
    $
    (0.10
    )
    
    $
    0.42
    
    
    $
    (3.07
    )
    
    $
    (0.82
    )Diluted income (loss) per share:Income (loss) from continuing operations
    
    $
    (0.10
    )
    
    $
    0.44
    
    
    $
    (3.06
    )
    
    $
    (0.49
    )Income (loss) from discontinued operations,
net of taxes
    
    
    
    
    
    
    (0.02
    )
    
    
    (0.01
    )
    
    
    (0.33
    )Net income (loss)
    
    $
    (0.10
    )
    
    $
    0.42
    
    
    $
    (3.07
    )
    
    $
    (0.82
    )Weighted average number of shares outstanding:Basic weighted average number of common
shares outstanding
    
    
    5,469
    
    
    
    6,441
    
    
    
    5,469
    
    
    
    7,383Diluted weighted average number of common
shares outstanding
    
    
    5,469
    
    
    
    6,441
    
    
    
    5,469
    
    
    
    7,383
   2




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Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statement of Stockholders Equity
 Additional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Treasury Stock
    
    
    Stockholders(In thousands, except shares)
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    EquityBalance at December 31, 2008
    
    
    8,243,784
    
    
    $
    824
    
    
    $
    36,079
    
    
    $
    48,292
    
    
    
    2,774,619
    
    
    $
    (20,398
    )
    
    $
    64,797Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,790
    )
    
    
    
    
    
    
    
    
    
    
    (16,790
    )Balance at September 26, 2009
    
    
    8,243,784
    
    
    $
    824
    
    
    $
    36,079
    
    
    $
    31,502
    
    
    
    2,774,619
    
    
    $
    (20,398
    )
    
    $
    48,007
   3




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Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
 Nine Months Ended(In thousands)
    
    September 26, 2009
    
    
    September 27, 2008Cash flows from operating activities:Net loss
    
    $
    (16,790
    )
    
    $
    (6,084
    )Less: Loss from discontinued operations, net of taxes
    
    
    (46
    )
    
    
    (2,474
    )Loss from continuing operations
    
    
    (16,744
    )
    
    
    (3,610
    )Adjustments to reconcile loss from continuing operations to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    1,927
    
    
    
    1,352Loss on sale or disposal of fixed assets
    
    
    286
    
    
    
    179Deferred income tax benefit
    
    
    
    
    
    
    (2,310
    )Deferred compensation expense, net
    
    
    
    
    
    
    92Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    (102
    )Changes in operating assets and liabilities:Receivables, net
    
    
    (11,713
    )
    
    
    (27,018
    )Inventories, net
    
    
    (23,132
    )
    
    
    (29,229
    )Other assets
    
    
    (70
    )
    
    
    (567
    )Liabilities
    
    
    17,149
    
    
    
    12,554Net cash provided by (used in) continuing operating activities
    
    
    (32,297
    )
    
    
    (48,659
    )Net cash provided by (used in) discontinued operations
    
    
    (194
    )
    
    
    9,046Net cash provided by (used in) operating activities
    
    
    (32,491
    )
    
    
    (39,613
    )Cash flows from investing activities:Capital expenditures
    
    
    (282
    )
    
    
    (9,475
    )Increase in cash restricted for the collateralization of letters of credit
    
    
    (13,523
    )
    
    
    Decrease in cash restricted for the collateralization of letters of credit
    
    
    13,523
    
    
    
    Proceeds from the sale of fixed assets
    
    
    25
    
    
    
    Net cash provided by (used in) continuing investing activities
    
    
    (257
    )
    
    
    (9,475
    )Net cash provided by (used in) discontinued operations
    
    
    
    
    
    
    3,724Net cash provided by (used in) investing activities
    
    
    (257
    )
    
    
    (5,751
    )Cash flows from financing activities:Proceeds from credit facility
    
    
    
    
    
    
    16,325Repayment of credit facility
    
    
    
    
    
    
    (6,550
    )Purchase of treasury stock
    
    
    
    
    
    
    (11,952
    )Repayment of long-term debt
    
    
    (22
    )
    
    
    (34
    )Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    102Capitalized credit facility costs
    
    
    (777
    )
    
    
    (521
    )Net cash provided by (used in) financing activities
    
    
    (799
    )
    
    
    (2,630
    )Net increase (decrease) in cash and cash equivalents
    
    
    (33,547
    )
    
    
    (47,994
    )Cash and cash equivalents at beginning of period
    
    
    35,098
    
    
    
    48,431Cash and cash equivalents at end of period
    
    $
    1,551
    
    
    $
    437
   4




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Note 1  Basis of Presentation
 Subsequent Events
  Special Costs
   Commitments and Contingencies.
  Equity Based Compensation
   5




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Accounting Standards Updates
 TM TM
      Note 2  Credit Facility
    6




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Note 3  Inventories
  (In thousands)
    
    September 26, 2009
    
    
    December 31, 2008Finished goods
    
    $
    34,598
    
    
    $
    13,118Raw materials and supplies
    
    
    43
    
    
    
    5434,641
    
    
    
    13,172Less: reserves
    
    
    (598
    )
    
    
    (2,261
    )Inventories, net
    
    $
    34,043
    
    
    $
    10,911
 Note 4  Earnings (Loss) Per Share
  Numerator
    
    
    Denominator
    
    
    Per Share(In thousands, except per share data)
    
    Income (Loss)
    
    
    Shares
    
    
    AmountThree months ended September 26, 2009:Basic loss from continuing operations
    
    $
    (573
    )
    
    
    5,469
    
    
    $
    (0.10
    )Effect of dilutive securities:Preferred rights
    
    
    
    
    
    
    
    
    
    
    Diluted loss from continuing operations
    
    $
    (573
    )
    
    
    5,469
    
    
    $
    (0.10
    )Three months ended September 27, 2008:Basic earnings from continuing operations
    
    $
    2,845
    
    
    
    6,441
    
    
    $
    0.44Effect of dilutive securities:None outstanding
    
    
    
    
    
    
    
    
    
    
    Diluted earnings from continuing operations
    
    $
    2,845
    
    
    
    6,441
    
    
    $
    0.44Nine months ended September 26, 2009:Basic loss from continuing operations
    
    $
    (16,744
    )
    
    
    5,469
    
    
    $
    (3.06
    )Effect of dilutive securities:Preferred rights
    
    
    
    
    
    
    
    
    
    
    Diluted loss from continuing operations
    
    $
    (16,744
    )
    
    
    5,469
    
    
    $
    (3.06
    )Nine months ended September 27, 2008:Basic loss from continuing operations
    
    $
    (3,610
    )
    
    
    7,383
    
    
    $
    (0.49
    )Effect of dilutive securities:None outstanding
    
    
    
    
    
    
    
    
    
    
    Diluted loss from continuing operations
    
    $
    (3,610
    )
    
    
    7,383
    
    
    $
    (0.49
    )
   7




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Note 5  Commitments and Contingencies
      Note 6  Taxes
   8




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Note 7  Dispositions and Discontinued Operations
      Assets of discontinued operations Liabilities of
discontinued operations
  (In thousands)
    
    September 26, 2009
    
    
    December 31, 2008Other receivables
    
    $
    231
    
    
    $
    161Other current assets
    
    
    
    
    
    
    6Other assets
    
    
    79
    
    
    
    79Assets of discontinued operations
    
    $
    310
    
    
    $
    246Accounts payable
    
    $
    236
    
    
    $
    263Accrued expenses and other liabilities
    
    
    276
    
    
    
    240Liabilities of discontinued operations
    
    $
    512
    
    
    $
    503
  9




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Three Months Ended
    
    
    Nine Months Ended(In thousands)
    
    September 26, 2009
    
    
    September 27, 2008
    
    
    September 26, 2009
    
    
    September 27, 2008Net sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    16,607Gross profit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    4,077Income (loss) on
discontinued operations
before income taxes
    
    $
    1
    
    
    $
    (105
    )
    
    $
    (46
    )
    
    $
    (417
    )Loss on sale of business
    
    
    
    
    
    
    (28
    )
    
    
    
    
    
    
    (3,680
    )Benefit for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,623Income (loss) from
discontinued
operations, net of taxes
    
    $
    1
    
    
    $
    (133
    )
    
    $
    (46
    )
    
    $
    (2,474
    )
 Note 8  Restructuring Charges
      Three Months Ended
    
    
    Nine Months Ended(In thousands)
    
    September 26, 2009
    
    
    September 27, 2008
    
    
    September 26, 2009
    
    
    September 27, 2008Personnel reductions
    
    $
    743
    
    
    $
    50
    
    
    $
    3,460
    
    
    $
    482Other costs
    
    
    25
    
    
    
    46
    
    
    
    724
    
    
    
    55Total
    
    $
    768
    
    
    $
    96
    
    
    $
    4,184
    
    
    $
    537
  10




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Three Months EndedSeptember 26, 2009
    
    
    September 27, 2008Personnel
    
    
    Other
    
    
    
    
    
    
    Personnel
    
    
    Other(In thousands)
    
    Reductions
    
    
    Costs
    
    
    Total
    
    
    Reductions
    
    
    Costs
    
    
    TotalBeginning of period
    
    $
    48
    
    
    $
    850
    
    
    $
    898
    
    
    $
    134
    
    
    $
    
    
    
    $
    134Costs charged to
expense
    
    
    743
    
    
    
    25
    
    
    
    768
    
    
    
    50
    
    
    
    46
    
    
    
    96Costs paid or settled
    
    
    (516
    )
    
    
    (121
    )
    
    
    (637
    )
    
    
    (100
    )
    
    
    (21
    )
    
    
    (121
    )End of period
    
    $
    275
    
    
    $
    754
    
    
    $
    1,029
    
    
    $
    84
    
    
    $
    25
    
    
    $
    109
 Nine Months EndedSeptember 26, 2009
    
    
    September 27, 2008Personnel
    
    
    Other
    
    
    
    
    
    
    Personnel
    
    
    Other(In thousands)
    
    Reductions
    
    
    Costs
    
    
    Total
    
    
    Reductions
    
    
    Costs
    
    
    TotalBeginning of period
    
    $
    72
    
    
    $
    
    
    
    $
    72
    
    
    $
    
    
    
    $
    
    
    
    $
    Costs charged to
expense
    
    
    3,460
    
    
    
    889
    
    
    
    4,349
    
    
    
    482
    
    
    
    55
    
    
    
    537Costs paid or settled
    
    
    (3,257
    )
    
    
    (135
    )
    
    
    (3,392
    )
    
    
    (398
    )
    
    
    (30
    )
    
    
    (428
    )End of period
    
    $
    275
    
    
    $
    754
    
    
    $
    1,029
    
    
    $
    84
    
    
    $
    25
    
    
    $
    109
 Restructuring charges
 Note 9  Fair Value Measurements
  Level 1
 Level 2
 Level 3
  Fair Value Measurements at Reporting Date UsingQuoted Pricesin Active
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantIdentical
    
    
    Observable
    
    
    Unobservable(In thousands)
    
    Assets
    
    
    Inputs
    
    
    InputsDescription
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    September 26, 2009Cash equivalents
    
    $
    233
    
    
    $
    
    
    
    $
    
    
    
    $
    233
  11




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Note 10  Tender Offer
    Note 11  Subsequent Events
      12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The following discussion contains statements that are forward looking. These statements are based
on expectations and assumptions that are subject to risks and uncertainties. Actual results could
differ materially because of factors discussed elsewhere in this report. This discussion should be
read in conjunction with the discussion of forward-looking statements, the financial statements,
and the related notes and the other statistical information included in this report.
 DISCUSSION OF FORWARD-LOOKING STATEMENTS
 Risk
Factors Risk Factors
 
    
    A prolonged period of depressed consumer spending;
    
    Lack of an established public trading market for our common stock;
    
    Decreases in business from or the loss of any one of our key customers;
    
    Financial instability experienced by our customers;
    
    Loss of or inability to renew certain licenses;
    
    Change in consumer preferences and fashion trends, which could negatively affect
acceptance of our products by retailers and consumers;
    
    Use of foreign suppliers for raw materials and manufacture of our products;
    
    Failure of our manufacturers to use acceptable ethical business practices;
    
    Failure to deliver quality products in a timely manner;
    
    Problems with our distribution system and our ability to deliver products;
    
    Labor disruptions at port, our suppliers, manufacturers, or distribution facilities;
    
    Chargebacks and margin support payments;
    
    Failure, inadequacy, interruption, or security lapse of our information technology;
    
    Failure to compete successfully in a highly competitive and fragmented industry;
    
    Challenges integrating any business we may acquire;
    
    Unanticipated expenses beyond the amount reserved on our balance sheet or
unanticipated cash payments related to the ultimate resolution of income and other
possible tax liabilities;
    
    Loss of certain key personnel which could negatively impact our ability to manage
our business;
    
    Investigations by the SEC and the United States Attorney of the Southern District of
New York related to prior Audit Committee investigations;
    
    Potential future restatements of our prior financial statements;
    
    Our stockholders rights plan potentially adversely affects existing stockholders;
    
    Risks related to the current global credit crisis; and
    
    Ongoing and potential litigation.
   13




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OVERVIEW
           14




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Tender Offer
   Change in Independent Accountants
  Compensation Plans
     15




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##### Table of Contents



RESULTS OF CONTINUING OPERATIONS
 Quarterly Comparison  Three Months Ended September 26, 2009 and September 27, 2008
 Net Sales
  Quarterly Rate/Volume(Dollars in thousands)
    
    Dollars
    
    
    Percentage of 2008Net sales quarter ended
September 27, 2008
    
    $
    80,962
    
    
    
    100.0
    %Volume
    
    
    (25,285
    )
    
    
    (31.2
    %)Average net selling prices
    
    
    (4,808
    )
    
    
    (6.0
    %)Net sales quarter ended
September 26, 2009
    
    $
    50,869
    
    
    
    62.8
    %
  Gross Profit
  Selling, General, and Administrative Expenses
 Restructuring
Charges
 Restructuring Charges
 Restructuring Charges
  Special Costs
 Basis of Presentation Commitments and Contingencies
 Tender Offer Related Costs
 Tender Offer Tender Offer
  16




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##### Table of Contents



Income Taxes
  Taxes
  Year to Date Comparison  Nine Months Ended September 26, 2009 and September 27, 2008
 Net Sales
  Year to Date Rate/Volume(Dollars in thousands)
    
    Dollars
    
    
    Percentage of 2008Net sales nine months ended
September 27, 2008
    
    $
    153,622
    
    
    
    100.0
    %Volume
    
    
    (47,274
    )
    
    
    (30.8
    %)Average net selling prices
    
    
    (5,434
    )
    
    
    (3.5
    %)Net sales nine months ended
September 26, 2009
    
    $
    100,914
    
    
    
    65.7
    %
  Gross Profit
  Selling, General, and Administrative Expenses
 Restructuring Charges
  17




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##### Table of Contents



Restructuring Charges
 Restructuring Charges
  Special Costs
 Basis of Presentation Commitments and
Contingencies
 Tender Offer Related Costs
 Tender Offer Tender Offer
 Income Taxes
  Taxes
  LIQUIDITY AND CAPITAL RESOURCES
    18




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Basis of Presentation Commitments and Contingencies
  INFLATION
   19




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OFF-BALANCE SHEET ARRANGEMENTS
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 Basis for Presentation
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
 Disclosure Controls and Procedures
      20




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PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings.
 Commitments and Contingencies Legal and Compliance Matters
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 ISSUER PURCHASES OF EQUITY SECURITIES
COMMON STOCK, $0.10 PAR VALUE
 Total Number of
    
    
    Maximum Number ofShares Purchased as
    
    
    Shares that May YetTotal
    
    
    
    
    
    
    Part of Publicly
    
    
    be Purchased UnderNumber of Shares
    
    
    Average Price Paid
    
    
    Announced Plans or
    
    
    Such Plans orPeriod
    
    Purchased
    
    
    per Share
    
    
    Programs
    
    
    ProgramsJune 27, 2009    August 1, 2009
    
    
    
    
    
    $
    
    
    
    
    August 2, 2009   August 29, 2009
    
    
    
    
    
    
    
    
    
    
    August 30, 2009  September 26,
2009
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    1,036,490
  21




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##### Table of Contents



Item 6. Exhibits.
 (a) The following exhibits are filed as part of this Report:
 31.1
    
    Certification of Principal Executive Officer pursuant to Item 601(b) (31) of
Regulation S-K as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal Financial Officer pursuant to Item 601(b) (31) of
Regulation S-K as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  22




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SIGNATURES
  Hampshire Group, LimitedDate: November 5, 2009
    By:
    /s/ Heath L. GoldenHeath L. GoldenChief Executive Officer and President
(Principal Executive Officer)/s/ Jonathan W. NorwoodJonathan W. NorwoodVice President, Chief Financial Officer, and Treasurer 
(Principal Financial and Accounting Officer)  23




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##### Table of Contents



INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION31.1
    
    Certification of Principal Executive Officer pursuant to Item 601(b) (31) of Regulation
S-K as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal Financial Officer pursuant to Item 601(b) (31) of Regulation
S-K as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002