##### 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 June 27, 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
    
    06-0967107(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)114 W. 41st Street, New York, New York
    
    10036(Address of principal executive offices)
    
    (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
    
    Smaller reporting company þ(Do not check if smaller reporting company)
 o þ




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##### 



HAMPSHIRE GROUP, LIMITED
 QUARTERLY REPORT ON FORM 10-Q
 For the Quarterly and Year to Date Periods Ended June 27, 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
    
    
    19Item 4. Controls and Procedures
    
    
    19PART IIOTHER INFORMATION
    
    
    20Item 1. Legal Proceedings
    
    
    20Item 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 6. Exhibits
    
    
    21Exhibit 10.1Exhibit 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)
    
    June 27, 2009
    
    
    December 31, 2008Current assets:Cash and cash equivalents
    
    $
    21,354
    
    
    $
    35,098Restricted cash
    
    
    13,523
    
    
    
    Accounts receivable, net
    
    
    7,818
    
    
    
    27,881Other receivables
    
    
    2,821
    
    
    
    4,007Inventories, net
    
    
    18,606
    
    
    
    10,911Other current assets
    
    
    7,371
    
    
    
    2,672Assets of discontinued operations
    
    
    300
    
    
    
    246Total current assets
    
    
    71,793
    
    
    
    80,815Fixed assets, net
    
    
    12,414
    
    
    
    13,207Other assets
    
    
    3,731
    
    
    
    4,684Total assets
    
    $
    87,938
    
    
    $
    98,706Current liabilities:Current portion of long-term debt
    
    $
    19
    
    
    $
    30Accounts payable
    
    
    14,047
    
    
    
    7,759Accrued expenses and other liabilities
    
    
    10,414
    
    
    
    11,137Liabilities of discontinued operations
    
    
    509
    
    
    
    503Total current liabilities
    
    
    24,989
    
    
    
    19,429Long-term debt less current portion
    
    
    
    
    
    
    3Other long-term liabilities
    
    
    14,370
    
    
    
    14,477Total liabilities
    
    
    39,359
    
    
    
    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 June 27, 2009 and
December 31, 2008; none issued
    
    
    
    
    
    
    Common stock, $0.10 par value, 10,000,000 shares
authorized; 8,243,784 shares issued at June 27, 2009 and
December 31, 2008
    
    
    824
    
    
    
    824Additional paid-in capital
    
    
    36,079
    
    
    
    36,079Retained earnings
    
    
    32,074
    
    
    
    48,292Treasury stock, 2,774,619 shares at cost at June 27,
2009 and December 31, 2008
    
    
    (20,398
    )
    
    
    (20,398
    )Total stockholders equity
    
    
    48,579
    
    
    
    64,797Total liabilities and stockholders equity
    
    $
    87,938
    
    
    $
    98,706
   1




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##### Table of Contents



Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
 Three Months Ended
    
    
    Six Months Ended(In thousands, except per share data)
    
    June 27, 2009
    
    
    June 28, 2008
    
    
    June 27, 2009
    
    
    June 28, 2008Net sales
    
    $
    20,968
    
    
    $
    32,897
    
    
    $
    50,045
    
    
    $
    72,660Cost of goods sold
    
    
    15,929
    
    
    
    23,912
    
    
    
    38,834
    
    
    
    54,340Gross profit
    
    
    5,039
    
    
    
    8,985
    
    
    
    11,211
    
    
    
    18,320Selling, general, and administrative expenses
    
    
    8,747
    
    
    
    13,366
    
    
    
    19,683
    
    
    
    28,072Restructuring charges
    
    
    3,416
    
    
    
    441
    
    
    
    3,416
    
    
    
    441Special costs
    
    
    1,072
    
    
    
    490
    
    
    
    3,005
    
    
    
    968Tender offer related costs
    
    
    102
    
    
    
    
    
    
    
    1,109
    
    
    
    Loss from operations
    
    
    (8,298
    )
    
    
    (5,312
    )
    
    
    (16,002
    )
    
    
    (11,161
    )Other income (expense):Interest income
    
    
    37
    
    
    
    309
    
    
    
    146
    
    
    
    766Interest expense
    
    
    (35
    )
    
    
    (38
    )
    
    
    (83
    )
    
    
    (76
    )Other, net
    
    
    (25
    )
    
    
    18
    
    
    
    (26
    )
    
    
    (7
    )Loss from continuing operations before income taxes
    
    
    (8,321
    )
    
    
    (5,023
    )
    
    
    (15,965
    )
    
    
    (10,478
    )Income tax provision (benefit)
    
    
    110
    
    
    
    (1,902
    )
    
    
    206
    
    
    
    (4,023
    )Loss from continuing operations
    
    
    (8,431
    )
    
    
    (3,121
    )
    
    
    (16,171
    )
    
    
    (6,455
    )Loss from discontinued operations, net of taxes
    
    
    (22
    )
    
    
    (1,898
    )
    
    
    (47
    )
    
    
    (2,341
    )Net loss
    
    $
    (8,453
    )
    
    $
    (5,019
    )
    
    $
    (16,218
    )
    
    $
    (8,796
    )Basic loss per share:Loss from continuing operations
    
    $
    (1.54
    )
    
    $
    (0.40
    )
    
    $
    (2.96
    )
    
    $
    (0.82
    )Loss from discontinued operations, net of taxes
    
    
    (0.01
    )
    
    
    (0.24
    )
    
    
    (0.01
    )
    
    
    (0.30
    )Net loss
    
    $
    (1.55
    )
    
    $
    (0.64
    )
    
    $
    (2.97
    )
    
    $
    (1.12
    )Diluted loss per share:Loss from continuing operations
    
    $
    (1.54
    )
    
    $
    (0.40
    )
    
    $
    (2.96
    )
    
    $
    (0.82
    )Loss from discontinued operations, net of taxes
    
    
    (0.01
    )
    
    
    (0.24
    )
    
    
    (0.01
    )
    
    
    (0.30
    )Net loss
    
    $
    (1.55
    )
    
    $
    (0.64
    )
    
    $
    (2.97
    )
    
    $
    (1.12
    )Weighted average number of shares outstanding:Basic weighted average number of common shares
outstanding
    
    
    5,469
    
    
    
    7,860
    
    
    
    5,469
    
    
    
    7,860Diluted weighted average number of common
shares outstanding
    
    
    5,469
    
    
    
    7,860
    
    
    
    5,469
    
    
    
    7,860
   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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,218
    )
    
    
    
    
    
    
    
    
    
    
    (16,218
    )Balance at June 27, 2009
    
    
    8,243,784
    
    
    $
    824
    
    
    $
    36,079
    
    
    $
    32,074
    
    
    
    2,774,619
    
    
    $
    (20,398
    )
    
    $
    48,579
   3




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##### Table of Contents



Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
 Six Months Ended(In thousands)
    
    June 27, 2009
    
    
    June 28, 2008Cash flows from operating activities:Net loss
    
    $
    (16,218
    )
    
    $
    (8,796
    )Less: Loss from discontinued operations, net of taxes
    
    
    (47
    )
    
    
    (2,341
    )Loss from continuing operations
    
    
    (16,171
    )
    
    
    (6,455
    )Adjustments to reconcile loss from continuing operations to net
cash provided by (used in) operating activities:Depreciation and amortization
    
    
    1,098
    
    
    
    832Loss on sale or disposal of fixed assets
    
    
    14
    
    
    
    127Deferred income tax benefit
    
    
    
    
    
    
    (4,305
    )Deferred compensation expense, net
    
    
    
    
    
    
    100Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    (85
    )Changes in operating assets and liabilities:Receivables, net
    
    
    21,303
    
    
    
    13,765Inventories, net
    
    
    (7,695
    )
    
    
    (11,095
    )Other assets
    
    
    (3,628
    )
    
    
    (845
    )Liabilities
    
    
    5,436
    
    
    
    3,852Net cash provided by (used in) continuing operating activities
    
    
    357
    
    
    
    (4,109
    )Net cash provided by (used in) discontinued operations
    
    
    (94
    )
    
    
    9,758Net cash provided by (used in) operating activities
    
    
    263
    
    
    
    5,649Cash flows from investing activities:Capital expenditures
    
    
    (270
    )
    
    
    (9,101
    )Cash restricted for the collateralization of letters of credit
    
    
    (13,523
    )
    
    
    Proceeds from the sale of fixed assets
    
    
    4
    
    
    
    Net cash provided by (used in) continuing investing activities
    
    
    (13,789
    )
    
    
    (9,101
    )Net cash provided by (used in) discontinued operations
    
    
    
    
    
    
    3,724Net cash provided by (used in) investing activities
    
    
    (13,789
    )
    
    
    (5,377
    )Cash flows from financing activities:Repayment of long-term debt
    
    
    (14
    )
    
    
    (26
    )Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    85Capitalized credit facility costs
    
    
    (204
    )
    
    
    (492
    )Net cash provided by (used in) financing activities
    
    
    (218
    )
    
    
    (433
    )Net increase (decrease) in cash and cash equivalents
    
    
    (13,744
    )
    
    
    (161
    )Cash and cash equivalents at beginning of period
    
    
    35,098
    
    
    
    48,431Cash and cash equivalents at end of period
    
    $
    21,354
    
    
    $
    48,270
   4




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Note 1  Basis of Presentation
   Special Costs
   Commitments and Contingencies.
  Stock Options
   5




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Recent Accounting Standards
 TM
  Fair Value Measurements
      6




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##### Table of Contents



Note 2  Credit Facility
     Subsequent Events.
 Restricted cash
 Note 3  Inventories
  (In thousands)
    
    June 27, 2009
    
    
    December 31, 2008Finished goods
    
    $
    19,268
    
    
    $
    13,118Raw materials and supplies
    
    
    24
    
    
    
    5419,292
    
    
    
    13,172Less: reserves
    
    
    (686
    )
    
    
    (2,261
    )Inventories, net
    
    $
    18,606
    
    
    $
    10,911
  7




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Note 4  Loss Per Share
  Numerator
    
    
    Denominator
    
    
    Per Share(In thousands, except per share data)
    
    Income (Loss)
    
    
    Shares
    
    
    AmountThree months ended June 27, 2009:Basic loss from continuing operations
    
    $
    (8,431
    )
    
    
    5,469
    
    
    $
    (1.54
    )Effect of dilutive securities:Preferred rights
    
    
    
    
    
    
    
    
    
    
    Diluted loss from continuing operations
    
    $
    (8,431
    )
    
    
    5,469
    
    
    $
    (1.54
    )Three months ended June 28, 2008:Basic loss from continuing operations
    
    $
    (3,121
    )
    
    
    7,860
    
    
    $
    (0.40
    )Effect of dilutive securities:None outstanding
    
    
    
    
    
    
    
    
    
    
    Diluted loss from continuing operations
    
    $
    (3,121
    )
    
    
    7,860
    
    
    $
    (0.40
    )Six months ended June 27, 2009:Basic loss from continuing operations
    
    $
    (16,171
    )
    
    
    5,469
    
    
    $
    (2.96
    )Effect of dilutive securities:Preferred rights
    
    
    
    
    
    
    
    
    
    
    Diluted loss from continuing operations
    
    $
    (16,171
    )
    
    
    5,469
    
    
    $
    (2.96
    )Six months ended June 28, 2008:Basic loss from continuing operations
    
    $
    (6,455
    )
    
    
    7,860
    
    
    $
    (0.82
    )Effect of dilutive securities:None outstanding
    
    
    
    
    
    
    
    
    
    
    Diluted loss from continuing operations
    
    $
    (6,455
    )
    
    
    7,860
    
    
    $
    (0.82
    )
  Note 5  Commitments and Contingencies
    Basis of
Presentation)
  8




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Note 6  Taxes
    Note 7  Dispositions and Discontinued Operations
     9




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##### Table of Contents



Assets of discontinued operations Liabilities of
discontinued operations
  (In thousands)
    
    June 27, 2009
    
    
    December 31, 2008Other receivables
    
    $
    221
    
    
    $
    161Other current assets
    
    
    
    
    
    
    6Other assets
    
    
    79
    
    
    
    79Assets of discontinued operations
    
    $
    300
    
    
    $
    246Accounts payable
    
    $
    273
    
    
    $
    263Accrued expenses and other liabilities
    
    
    236
    
    
    
    240Liabilities of discontinued operations
    
    $
    509
    
    
    $
    503
  Three Months Ended
    
    
    Six Months Ended(In thousands)
    
    June 27, 2009
    
    
    June 28, 2008
    
    
    June 27, 2009
    
    
    June 28, 2008Net sales
    
    $
    
    
    
    $
    1,531
    
    
    $
    
    
    
    $
    16,607Gross profit (loss)
    
    $
    
    
    
    $
    350
    
    
    $
    
    
    
    $
    4,077Loss on discontinued
operations before
income taxes
    
    $
    (22
    )
    
    $
    (950
    )
    
    $
    (47
    )
    
    $
    (312
    )Loss on sale of business
    
    
    
    
    
    
    (2,252
    )
    
    
    
    
    
    
    (3,652
    )Benefit for income taxes
    
    
    
    
    
    
    1,304
    
    
    
    
    
    
    
    1,623Loss from discontinued
operations, net of
taxes
    
    $
    (22
    )
    
    $
    (1,898
    )
    
    $
    (47
    )
    
    $
    (2,341
    )
 Note 8  Restructuring Charges
    10




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Three Months Ended
    
    
    Six Months Ended(In thousands)
    
    June 27, 2009
    
    
    June 28, 2008
    
    
    June 27, 2009
    
    
    June 28, 2008Personnel reductions
    
    $
    2,717
    
    
    $
    432
    
    
    $
    2,717
    
    
    $
    432Other costs
    
    
    699
    
    
    
    9
    
    
    
    699
    
    
    
    9Total
    
    $
    3,416
    
    
    $
    441
    
    
    $
    3,416
    
    
    $
    441
  Three Months EndedJune 27, 2009
    
    
    June 28, 2008Personnel
    
    
    Other
    
    
    
    
    
    
    Personnel
    
    
    Other(In thousands)
    
    Reductions
    
    
    Costs
    
    
    Total
    
    
    Reductions
    
    
    Costs
    
    
    TotalBeginning of period
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Costs charged to expense
    
    
    2,717
    
    
    
    864
    
    
    
    3,581
    
    
    
    432
    
    
    
    9
    
    
    
    441Costs paid or settled
    
    
    (2,669
    )
    
    
    (14
    )
    
    
    (2,683
    )
    
    
    (298
    )
    
    
    (9
    )
    
    
    (307
    )End of period
    
    $
    48
    
    
    $
    850
    
    
    $
    898
    
    
    $
    134
    
    
    $
    
    
    
    $
    134
 Six Months EndedJune 27, 2009
    
    
    June 28, 2008Personnel
    
    
    Other
    
    
    
    
    
    
    Personnel
    
    
    Other(In thousands)
    
    Reductions
    
    
    Costs
    
    
    Total
    
    
    Reductions
    
    
    Costs
    
    
    TotalBeginning of period
    
    $
    72
    
    
    $
    
    
    
    $
    72
    
    
    $
    
    
    
    $
    
    
    
    $
    Costs charged to expense
    
    
    2,717
    
    
    
    864
    
    
    
    3,581
    
    
    
    432
    
    
    
    9
    
    
    
    441Costs paid or settled
    
    
    (2,741
    )
    
    
    (14
    )
    
    
    (2,755
    )
    
    
    (298
    )
    
    
    (9
    )
    
    
    (307
    )End of period
    
    $
    48
    
    
    $
    850
    
    
    $
    898
    
    
    $
    134
    
    
    $
    
    
    
    $
    134
 Restructuring charges
 Note 9  Fair Value Measurements
   11




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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)
    
    
    June 27, 2009Cash and cash
equivalents and
restricted cash
    
    $
    34,877
    
    
    $
    
    
    
    $
    
    
    
    $
    34,877
 Note 10  Tender Offer
    Tender offer related costs
 Note 11  Subsequent Events
 Amended Facility
   12




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##### Table of Contents



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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##### Table of Contents



OVERVIEW
       Tender Offer
  Tender
Offer
  Management and Board of Directors Changes
   14




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##### Table of Contents



RESULTS OF CONTINUING OPERATIONS
 Quarterly Comparison  Three Months Ended June 27, 2009 and June 28, 2008
 Net Sales
  Quarterly Rate/VolumePercentage of(Dollars in thousands)
    
    Dollars
    
    
    2008Net sales quarter ended June 28, 2008
    
    $
    32,897
    
    
    
    100.0
    %Volume
    
    
    (11,432
    )
    
    
    (34.8
    %)Average net selling prices
    
    
    (497
    )
    
    
    (1.5
    %)Net sales quarter ended June 27, 2009
    
    $
    20,968
    
    
    
    63.7
    %
  Gross Profit
  Selling, General, and Administrative Expenses
 Restructuring
Charges
  15




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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
  Year to Date Comparison  Six Months Ended June 27, 2009 and June 28, 2008
 Net Sales
  Year to Date Rate/VolumePercentage of(Dollars in thousands)
    
    Dollars
    
    
    2008Net sales six months ended June 28, 2008
    
    $
    72,660
    
    
    
    100.0
    %Volume
    
    
    (22,019
    )
    
    
    (30.3
    %)Average net selling prices
    
    
    (596
    )
    
    
    (0.8
    %)Net sales six months ended June 27, 2009
    
    $
    50,045
    
    
    
    68.9
    %
  Gross Profit
   16




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##### Table of Contents



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
 Income Taxes
  Taxes
  LIQUIDITY AND CAPITAL RESOURCES
     17




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##### Table of Contents



Restricted
cash
        18




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##### Table of Contents



INFLATION
  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
  Changes in Internal Control Over Financial Reporting
     19




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##### Table of Contents



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
 MaximumTotal Number of
    
    
    Number of SharesTotal
    
    
    
    
    
    
    Shares Purchased
    
    
    that May Yet beNumber of
    
    
    Average
    
    
    as Part of Publicly
    
    
    Purchased UnderShares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Such Plans orPeriod
    
    Purchased
    
    
    per Share
    
    
    or Programs
    
    
    ProgramsMarch 29, 2009   May 2, 2009
    
    
    
    
    
    $
    
    
    
    
    May 3, 2009  May 30, 2009
    
    
    
    
    
    
    
    
    
    
    May 31, 2009  June 27, 2009
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    1,036,490
   20




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##### Table of Contents



Item 6.

    Exhibits.
 (a) The following exhibits are filed as part of this Report:
 10.1
    
    
    Second Amended and Restated Credit Agreement and Guaranty among HSBC Bank USA as
agent, the Banks named therein and Hampshire Group, Limited, dated August 7, 2009 filed
herein.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
  21




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##### Table of Contents



SIGNATURES
  Hampshire Group, LimitedDate: August 7, 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)  22




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##### Table of Contents



INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION10.1
    
    
    Second Amended and Restated Credit Agreement and Guaranty among HSBC Bank USA as agent,
the Banks named therein and Hampshire Group, Limited, dated August 7, 2009 filed herein.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
  23