##### 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 October 2, 2010
 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 Period Ended October 2, 2010
 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
    
    
    18Item 4. Controls and Procedures
    
    
    18PART II-OTHER INFORMATION
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 6. Exhibits
    
    
    20Exhibit 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)
    
    October 2, 2010
    
    
    December 31, 2009Current assets:Cash and cash equivalents
    
    $
    1,575
    
    
    $
    33,365Accounts receivable, net
    
    
    39,972
    
    
    
    21,708Other receivables
    
    
    8,837
    
    
    
    7,663Inventories, net
    
    
    27,819
    
    
    
    8,137Other current assets
    
    
    3,884
    
    
    
    1,606Assets of discontinued operations
    
    
    9
    
    
    
    152Total current assets
    
    
    82,096
    
    
    
    72,631Fixed assets, net
    
    
    9,940
    
    
    
    11,283Other assets
    
    
    2,216
    
    
    
    3,015Total assets
    
    $
    94,252
    
    
    $
    86,929Current liabilities:Current portion of long-term debt
    
    $
    36
    
    
    $
    39Accounts payable
    
    
    22,767
    
    
    
    7,256Accrued expenses and other liabilities
    
    
    7,054
    
    
    
    5,557Liabilities of discontinued operations
    
    
    473
    
    
    
    572Total current liabilities
    
    
    30,330
    
    
    
    13,424Long-term debt less current portion
    
    
    52
    
    
    
    79Other long-term liabilities
    
    
    14,225
    
    
    
    14,577Total liabilities
    
    
    44,607
    
    
    
    28,080Commitments and contingencies (Note 5)Stockholders equity:Preferred stock, $0.10 par value, 1,000,000 shares authorized at October
2, 2010 and December 31, 2009, respectively; none issued
    
    
    
    
    
    
    Series A junior participating preferred stock, $0.10 par value, 10,000
shares authorized at October 2, 2010 and December 31, 2009,
respectively; none issued
    
    
    
    
    
    
    Common stock, $0.10 par value, 10,000,000 shares authorized; 8,243,784
shares issued at October 2, 2010 and December 31, 2009
    
    
    824
    
    
    
    824Additional paid-in capital
    
    
    30,837
    
    
    
    29,948Retained earnings
    
    
    32,684
    
    
    
    42,246Treasury stock, 1,999,924 and 1,927,119 shares at cost at October 2,
2010 and December 31, 2009, respectively
    
    
    (14,700
    )
    
    
    (14,169
    )Total stockholders equity
    
    
    49,645
    
    
    
    58,849Total liabilities and stockholders equity
    
    $
    94,252
    
    
    $
    86,929
   1




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##### Table of Contents



Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
 Three Months Ended
    
    
    Nine Months EndedOctober 2,
    
    
    September 26,
    
    
    October 2,
    
    
    September 26,(In thousands, except per share data)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    52,739
    
    
    $
    50,869
    
    
    $
    87,941
    
    
    $
    100,914Cost of goods sold
    
    
    42,156
    
    
    
    39,815
    
    
    
    69,491
    
    
    
    78,649Gross profit
    
    
    10,583
    
    
    
    11,054
    
    
    
    18,450
    
    
    
    22,265Selling, general, and administrative expenses
    
    
    9,296
    
    
    
    9,725
    
    
    
    25,262
    
    
    
    29,408Restructuring charges
    
    
    
    
    
    
    768
    
    
    
    
    
    
    
    4,184Special costs
    
    
    65
    
    
    
    588
    
    
    
    4,480
    
    
    
    3,593Tender offer related costs
    
    
    
    
    
    
    944
    
    
    
    
    
    
    
    2,053Income (loss) from operations
    
    
    1,222
    
    
    
    (971
    )
    
    
    (11,292
    )
    
    
    (16,973
    )Other income (expense):Interest income
    
    
    24
    
    
    
    12
    
    
    
    68
    
    
    
    158Interest expense
    
    
    (145
    )
    
    
    (114
    )
    
    
    (391
    )
    
    
    (197
    )Other, net
    
    
    (28
    )
    
    
    (285
    )
    
    
    (108
    )
    
    
    (311
    )Income (loss) from continuing operations
before income
taxes
    
    
    1,073
    
    
    
    (1,358
    )
    
    
    (11,723
    )
    
    
    (17,323
    )Income tax benefit
    
    
    (2,295
    )
    
    
    (785
    )
    
    
    (2,173
    )
    
    
    (579
    )Income (loss) from continuing operations
    
    
    3,368
    
    
    
    (573
    )
    
    
    (9,550
    )
    
    
    (16,744
    )Income (loss) from discontinued operations, net
of taxes
    
    
    (71
    )
    
    
    1
    
    
    
    (12
    )
    
    
    (46
    )Net income (loss)
    
    $
    3,297
    
    
    $
    (572
    )
    
    $
    (9,562
    )
    
    $
    (16,790
    )Basic income (loss) per share:Income (loss) from continuing operations
    
    $
    0.60
    
    
    $
    (0.10
    )
    
    $
    (1.72
    )
    
    $
    (3.06
    )Loss from discontinued operations, net of taxes
    
    
    (0.01
    )
    
    
    
    
    
    
    
    
    
    
    (0.01
    )Net income (loss)
    
    $
    0.59
    
    
    $
    (0.10
    )
    
    $
    (1.72
    )
    
    $
    (3.07
    )Diluted income (loss) per share:Income (loss) from continuing operations
    
    $
    0.60
    
    
    $
    (0.10
    )
    
    $
    (1.72
    )
    
    $
    (3.06
    )Loss from discontinued operations, net of taxes
    
    
    (0.01
    )
    
    
    
    
    
    
    
    
    
    
    (0.01
    )Net income (loss)
    
    $
    0.59
    
    
    $
    (0.10
    )
    
    $
    (1.72
    )
    
    $
    (3.07
    )Weighted average number of shares outstanding:Basic weighted average number of common
shares outstanding
    
    
    5,556
    
    
    
    5,469
    
    
    
    5,554
    
    
    
    5,469Diluted weighted average number of
common shares outstanding
    
    
    5,556
    
    
    
    5,469
    
    
    
    5,554
    
    
    
    5,469
   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, 2009
    
    
    8,243,784
    
    
    $
    824
    
    
    $
    29,948
    
    
    $
    42,246
    
    
    
    1,927,119
    
    
    $
    (14,169
    )
    
    $
    58,849Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,562
    )
    
    
    
    
    
    
    
    
    
    
    (9,562
    )Restricted stock grants
    
    
    
    
    
    
    
    
    
    
    (478
    )
    
    
    
    
    
    
    (65,000
    )
    
    
    478
    
    
    
    Restricted stock forfeitures
    
    
    
    
    
    
    
    
    
    
    1,004
    
    
    
    
    
    
    
    136,500
    
    
    
    (1,004
    )
    
    
    Stock based compensation
    
    
    
    
    
    
    
    
    
    
    363
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    363Purchase of treasury shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,305
    
    
    
    (5
    )
    
    
    (5
    )Balance at October 2, 2010
    
    
    8,243,784
    
    
    $
    824
    
    
    $
    30,837
    
    
    $
    32,684
    
    
    
    1,999,924
    
    
    $
    (14,700
    )
    
    $
    49,645
   3




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Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
 Nine Months Ended(In thousands)
    
    October 2, 2010
    
    
    September 26, 2009Cash flows from operating activities:Net loss
    
    $
    (9,562
    )
    
    $
    (16,790
    )Less: Loss from discontinued operations, net of taxes
    
    
    (12
    )
    
    
    (46
    )Loss from continuing operations
    
    
    (9,550
    )
    
    
    (16,744
    )Adjustments to reconcile loss from continuing operations to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    1,858
    
    
    
    1,927Loss on sale or disposal of fixed assets
    
    
    34
    
    
    
    286Stock based compensation
    
    
    363
    
    
    
    Deferred compensation expense
    
    
    (58
    )
    
    
    Changes in operating assets and liabilities:Receivables, net
    
    
    (19,535
    )
    
    
    (11,713
    )Inventories, net
    
    
    (19,531
    )
    
    
    (23,132
    )Other assets
    
    
    (42
    )
    
    
    (70
    )Liabilities
    
    
    16,453
    
    
    
    17,149Net cash provided by (used in) continuing operating activities
    
    
    (30,008
    )
    
    
    (32,297
    )Net cash provided by (used in) discontinued operations
    
    
    (215
    )
    
    
    (194
    )Net cash provided by (used in) operating activities
    
    
    (30,223
    )
    
    
    (32,491
    )Cash flows from investing activities:Acquisition of a business
    
    
    (1,210
    )
    
    
    Capital expenditures
    
    
    (139
    )
    
    
    (282
    )Increase in cash restricted for the collateralization of letters of credit
    
    
    
    
    
    
    (13,523
    )Decrease in cash restricted for the collateralization of letters of credit
    
    
    
    
    
    
    13,523Proceeds from the sale of fixed assets
    
    
    
    
    
    
    25Net cash provided by (used in) continuing investing activities
    
    
    (1,349
    )
    
    
    (257
    )Net cash provided by (used in) discontinued operations
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (1,349
    )
    
    
    (257
    )Cash flows from financing activities:Purchase of treasury stock
    
    
    (5
    )
    
    
    Repayment of long-term debt
    
    
    (30
    )
    
    
    (22
    )Capitalized credit facility costs
    
    
    (183
    )
    
    
    (777
    )Net cash provided by (used in) financing activities
    
    
    (218
    )
    
    
    (799
    )Net increase (decrease) in cash and cash equivalents
    
    
    (31,790
    )
    
    
    (33,547
    )Cash and cash equivalents at beginning of period
    
    
    33,365
    
    
    
    35,098Cash and cash equivalents at end of period
    
    $
    1,575
    
    
    $
    1,551
   4




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Note 1  Basis of Presentation
   Credit
Facility
 Special Costs
    Special Costs Commitments and
Contingencies.
   5




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##### Table of Contents



Accounting Standard Updates
  Fair Value Measurements and Disclosures,
 Subsequent Events  Amendments to Certain
Recognition and Disclosure Requirements , Subsequent Events,
 Note 2  Credit Facility
      6




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##### Table of Contents



Note 3  Inventories
  (In thousands)
    
    October 2, 2010
    
    
    December 31, 2009Finished goods
    
    $
    28,016
    
    
    $
    8,340Raw materials and supplies
    
    
    365
    
    
    
    3728,381
    
    
    
    8,377Less: reserves
    
    
    (562
    )
    
    
    (240
    )Inventories, net
    
    $
    27,819
    
    
    $
    8,137
 Note 4  Income (loss) Per Share
  Numerator
    
    
    Denominator
    
    
    Per Share(In thousands, except per share data)
    
    Income (Loss)
    
    
    Shares
    
    
    AmountThree months ended October 2, 2010:Basic income from continuing operations
    
    $
    3,368
    
    
    
    5,556
    
    
    $
    0.60Effect of dilutive securities:Preferred rights
    
    
    
    
    
    
    
    
    
    
    Restricted stock
    
    
    
    
    
    
    
    
    
    
    Diluted income from continuing
operations
    
    $
    3,368
    
    
    
    5,556
    
    
    $
    0.60Three 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
    )
  7




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##### Table of Contents



Numerator
    
    
    Denominator
    
    
    Per Share(In thousands, except per share data)
    
    Income (Loss)
    
    
    Shares
    
    
    AmountNine months ended October 2, 2010:Basic loss from continuing operations
    
    $
    (9,550
    )
    
    
    5,554
    
    
    $
    (1.72
    )Effect of dilutive securities:Preferred rights
    
    
    
    
    
    
    
    
    
    
    Restricted stock
    
    
    
    
    
    
    
    
    
    
    Diluted loss from continuing operations
    
    $
    (9,550
    )
    
    
    5,554
    
    
    $
    (1.72
    )Nine 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
    )
  Note 5  Commitments and Contingencies
        8




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Note 6  Taxes
  Other
receivables
  Note 7  Dispositions and Discontinued Operations
  Assets of discontinued operations Liabilities of
discontinued operations
  (In thousands)
    
    October 2, 2010
    
    
    December 31, 2009Other receivables
    
    $
    9
    
    
    $
    152Assets of discontinued operations
    
    $
    9
    
    
    $
    152Accrued expenses and other liabilities
    
    $
    473
    
    
    $
    572Liabilities of discontinued operations
    
    $
    473
    
    
    $
    572
  9




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Three Months Ended
    
    
    Nine Months EndedOctober 2,
    
    
    September 26,
    
    
    October 2,
    
    
    September 26,(In thousands)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Gross profit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (Loss) income on
discontinued
operations before
income taxes
    
    $
    (71
    )
    
    $
    1
    
    
    $
    (12
    )
    
    $
    (46
    )Income tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (Loss) income from
discontinued
operations, net of
taxes
    
    $
    (71
    )
    
    $
    1
    
    
    $
    (12
    )
    
    $
    (46
    )
 Note 8  Restructuring Charges
  Accrued expenses and other liabilities Other long-term liabilities
 Three Months EndedOctober 2, 2010
    
    
    September 26, 2009Personnel
    
    
    Other
    
    
    
    
    
    
    Personnel
    
    
    Other(In thousands)
    
    Reductions
    
    
    Costs
    
    
    Total
    
    
    Reductions
    
    
    Costs
    
    
    TotalBeginning of period
    
    $
    
    
    
    $
    719
    
    
    $
    719
    
    
    $
    48
    
    
    $
    850
    
    
    $
    898Costs charged to expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    743
    
    
    
    25
    
    
    
    768Costs paid or settled
    
    
    
    
    
    
    (144
    )
    
    
    (144
    )
    
    
    (516
    )
    
    
    (121
    )
    
    
    (637
    )End of period
    
    $
    
    
    
    $
    575
    
    
    $
    575
    
    
    $
    275
    
    
    $
    754
    
    
    $
    1,029
 Nine Months EndedOctober 2, 2010
    
    
    September 26, 2009Personnel
    
    
    Other
    
    
    
    
    
    
    Personnel
    
    
    Other(In thousands)
    
    Reductions
    
    
    Costs
    
    
    Total
    
    
    Reductions
    
    
    Costs
    
    
    TotalBeginning of period
    
    $
    32
    
    
    $
    1,210
    
    
    $
    1,242
    
    
    $
    72
    
    
    $
    
    
    
    $
    72Costs charged to expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,460
    
    
    
    889
    
    
    
    4,349Costs paid or settled
    
    
    (32
    )
    
    
    (635
    )
    
    
    (667
    )
    
    
    (3,257
    )
    
    
    (135
    )
    
    
    (3,392
    )End of period
    
    $
    
    
    
    $
    575
    
    
    $
    575
    
    
    $
    275
    
    
    $
    754
    
    
    $
    1,029
 Restructuring charges
  10




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Note 9  Fair Value Measurements
  Level 1
 Level 2
 Level 3
  Note 10  Tender Offer
   Tender offer related costs
 Note 11  Acquisition
  Other long-term liabilities
  11




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##### Table of Contents



May 20, 2010(In thousands)
    
    (As adjusted)AssetsInventories
    
    $
    151Other current assets
    
    
    50Fixed assets
    
    
    46Goodwill
    
    
    1,196Total assets acquired
    
    $
    1,443LiabilitiesAccrued expenses and other liabilities
    
    $
    6Other long term liabilities
    
    
    227Total liabilities assumed
    
    $
    233Purchase price (net assets acquired)
    
    $
    1,210
 Other assets
 (In thousands)
    
    GoodwillGoodwill acquired on May 20, 2010
    
    $
    1,182Purchase price adjustment from fixed assets
    
    
    14Goodwill as of October 2, 2010
    
    $
    1,196
 Selling, general, and administrative
expenses
  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;
    
    Chargebacks and margin support payments;
    
    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 and the
increase of related costs;
    
    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;
    
    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 have acquired or 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;
    
    Our stockholders rights plan potentially adversely affects existing stockholders;
and
    
    Risks related to the global economic, political and social conditions.
   13




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##### Table of Contents



OVERVIEW
          14




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##### Table of Contents



RESULTS OF CONTINUING OPERATIONS
 Quarterly Comparison  Three Months Ended October 2, 2010 and September 26, 2009
 Net Sales
  Quarterly Rate/VolumePercentage(Dollars in thousands)
    
    Dollars
    
    
    of 2009Net sales quarter ended September
26, 2009
    
    $
    50,869
    
    
    
    100.0
    %Volume
    
    
    4,456
    
    
    
    8.8
    %Average net selling prices
    
    
    (2,586
    )
    
    
    (5.1
    )%Net sales quarter ended October 2, 2010
    
    $
    52,739
    
    
    
    103.7
    %
  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
 Income Taxes
   15




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##### Table of Contents



Taxes
 Year to Date Comparison  Nine Months Ended October 2, 2010 and September 26, 2009
 Net Sales
  Year to Date Rate/VolumePercentage(Dollars in thousands)
    
    Dollars
    
    
    of 2009Net sales nine months ended September
26, 2009
    
    $
    100,914
    
    
    
    100.0
    %Volume
    
    
    (6,824
    )
    
    
    (6.8
    )%Average net selling prices
    
    
    (6,149
    )
    
    
    (6.1
    )%Net sales nine months ended October 2, 2010
    
    $
    87,941
    
    
    
    87.1
    %
  Gross Profit
  Selling, General, and Administrative Expenses
 Restructuring Charges
 Restructuring Charges
 Restructuring Charges
 Special Costs
 Basis of Presentation
  16




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##### Table of Contents



Tender Offer Related Costs
 Tender Offer
 Income Taxes
  Taxes
 LIQUIDITY AND CAPITAL RESOURCES
       17




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##### Table of Contents



INFLATION
  OFF-BALANCE SHEET ARRANGEMENTS
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 Basis of Presentation
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
 Disclosure Controls and Procedures
   18




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##### Table of Contents



Changes in Internal Control Over Financial Reporting
  
 PART II-OTHER INFORMATION
 
 Item 1. Legal Proceedings.
 Commitments and Contingencies
  
 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
    
    
    Average
    
    
    Shares Purchased
    
    
    that May Yet beNumber of
    
    
    Price
    
    
    as Part of Publicly
    
    
    Purchased UnderShares
    
    
    Paid per
    
    
    Announced Plans
    
    
    the Plans orPeriod
    
    Purchased
    
    
    Share
    
    
    or Programs
    
    
    ProgramsJuly 4, 2010    July 31, 2010
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    872,195August 1, 2010    August 28, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    872,195August 29, 2010  October 2, 2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    774,695
    *Total
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    774,695
 *
    
    In conjunction with the departure of a former employee of the Company, 97,500 non-vested
shares that were originally granted under The Hampshire Group, Limited 2009 Stock Incentive
Plan, adopted on October 21, 2009 (the Plan), were forfeited. The Plan allows employees to
satisfy their applicable withholding tax obligations by using shares of common stock that would
otherwise be deliverable upon the vesting of the restricted stock.  19




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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
  20




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##### Table of Contents



SIGNATURES
  Hampshire Group, LimitedDate: November 12, 2010
    By:
    /s/ Heath L. GoldenHeath L. GoldenPresident and Chief Executive Officer
(Principal Executive Officer)/s/ Jonathan W. NorwoodJonathan W. NorwoodVice President, Chief Financial Officer, and Treasurer
(Principal Financial and Accounting Officer)  21




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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