Registration No. 33-______
As filed with the Securities and Exchange Commission on January 16, 2001.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8 / FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HAMPSHIRE GROUP, LIMITED
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(Exact name of registrant as specified in its charter)
Delaware 06-0967107
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(State of Incorporation) (I.R.S. EIN Number)
215 Commerce Boulevard
Anderson, South Carolina 29625
(Address of Principal Executive Offices)
HAMPSHIRE GROUP, LIMITED 1992 STOCK OPTION PLAN
and
HAMPSHIRE GROUP, LIMITED COMMON STOCK PURCHASE PLAN FOR DIRECTORS AND EXECUTIVES
Charles W. Clayton, Vice President,
Secretary and Treasurer
Hampshire Group, Limited
215 Commerce Boulevard
Anderson, South Carolina 29625
Telephone: (864) 225-6232
(Name, Address and Telephone
Number of Agent for Service)
With a copy to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 728-8000
<PAGE>
CALCULATION OF REGISTRATION FEE
--------------- -------------- ---------------- ----------------- -------------
Proposed Proposed Amount of
Title of Number of Maximum Maximum Registration
Securities to Shares to be Offering Price Aggregate Fee
be Registered Registered Per Share Offering Price
--------------- -------------- ---------------- ----------------- -------------
Common Stock, 750,000 (1) $7.50 (2) $5,625,000 (2) $1,485.00
par value
$0.10 per share
(1) Represents (i) 500,000 additional shares of common stock issuable upon the
exercise of options granted pursuant to the Hampshire Group, Limited 1992
Stock Option Plan, as amended (the "Option Plan"); (ii) 76,359 shares of
common stock allocated to participant accounts pursuant to the Hampshire
Group, Limited Common Stock Purchase Plan for Directors and Executives (the
"Purchase Plan" and together with the Option Plan, the "Plans"); and (iii)
173,641 additional shares of common stock which may be allocated to
participant accounts and issued under the Purchase Plan (the "Stock"). In
addition, this Registration Statement covers an indeterminable number of
additional shares as may hereafter be offered or issued, pursuant to the
Plans, to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without the receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee
pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act of
1933, as amended (the "Securities Act") based on the average of the high
and low price per share of the common stock as reported on NASDAQ for
January 11, 2001.
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EXPLANATORY NOTE
The documents containing the information specified in Part I of Form S-8
sent or given to intended recipients as specified by Rule 428(b)(1) under the
Securities Act, together with the documents incorporated by reference into this
Registration Statement pursuant to Part II, Item 3 of Form S-8, constitute the
requisite prospectus that meets the requirements of Section 10(a) of the
Securities Act. The prospectus filed as part of this Registration Statement has
been prepared pursuant to Instruction C of Form S-8, and in accordance with the
requirements of Part I of Form S-3 and may be used in connection with offers for
resale of certain shares of common stock acquired by the selling stockholders
(as defined therein).
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<PAGE>
PROSPECTUS
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HAMPSHIRE GROUP, LIMITED
76,359 Shares of Common Stock, par value $0.10 per share
This prospectus may be used by certain stockholders, named under the
caption "Selling Stockholders" herein, in connection with their sales of up to
76,359 shares of common stock of Hampshire Group, Limited, issued to them
pursuant to the Hampshire Group, Limited Common Stock Purchase Plan for
Directors and Executives. We expect that selling stockholders who choose to
offer and sell their shares will do so from time to time in ordinary market
transactions at then-current market prices for shares of our common stock, or in
other transactions at negotiated prices. We will pay the expenses of this
prospectus but will receive no part of the proceeds of any such sales. The
selling stockholders will receive all of the net proceeds from the sale of the
shares of common stock offered hereby.
The selling stockholders and brokers through whom sales are made may be
deemed "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act") and any profits or commissions received by the
selling stockholders or such brokers may be deemed underwriting commissions
under the Securities Act. See "Plan of Distribution."
Our common stock is currently traded on the Nasdaq National Market under
the symbol "HAMP." On January 11, 2001, the closing price of our common stock
was $7.875 per share.
Our principal executive offices are located at 215 Commerce Boulevard,
Anderson, SC 29625, and our telephone number is (864) 225-6232.
The date of this prospectus is January 16, 2001.
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INVESTING IN OUR COMMON STOCK INVOLVES RISK. YOU SHOULD CONSIDER CAREFULLY THE
RISK FACTORS BEGINNING ON PAGE 3 OF THIS PROSPECTUS BEFORE MAKING A DECISION TO
PURCHASE OUR COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
______________________
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<PAGE>
TABLE OF CONTENTS
Page
Risk Factors - - - - - - - - - - - - - - - - - - - 3
Special Statement Regarding Forward-Looking Statements - - - - - - 5
About This Prospectus - - - - - - - - - - - - - - - - 5
The Company - - - - - - - - - - - - - - - - - - - - - 6
Use of Proceeds - - - - - - - - - - - - - - - - - - - - 6
Selling Stockholders - - - - - - - - - - - - - - - - - - 7
Plan of Distribution - - - - - - - - - - - - - - - - - 8
Interests of Named Experts and Counsel - - - - - - - - - - - 9
Material Changes - - - - - - - - - - - - - - - - - - - 10
About This Prospectus and Where You May Find More Information - - - - 10
Experts - - - - - - - - - - - - - - - - - - - - - - 12
Commission's Position on Indemnification of Securities Act Liability - 12
PART II - Information required in the Registration Statement
Item 3. - Incorporation of Certain Documents by Reference - - - - 13
Item 5. - Interests of Named Experts and Counsel - - - - - - - 14
Item 8. - Exhibits - - - - - - - - - - - - - - - - - 14
Signatures - - - - - - - - - - - - - - - - - - - 15
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<PAGE>
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the following risk factors and all other information in this
prospectus before purchasing our common stock. The risks and uncertainties
described below are not the only ones facing us. Additional risks and
uncertainties that we are unaware of, or that we currently deem immaterial, also
may become important factors that affect us.
If any of the following risks occur, our business, financial condition or
results of operations could be materially and adversely affected. In that case,
the trading price of our common stock could decline, and you may lose some or
all of your investment.
We face intense competition.
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Competition in the apparel industry is intense and is based on price,
quality and service. While we face competition from a large number of apparel
manufacturers located in the United States, our primary competition comes from
manufacturers located in Hong Kong, Taiwan, South Korea, Bangladesh, India, Sri
Lanka, Malaysia and Singapore. The foreign competitors benefit from production
cost advantages, which are offset in part by United States import quota and
tariff protection.
We may not continue to benefit from certain import quota and tariff protection.
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As a result of bilateral agreements between the United States and certain
foreign countries negotiated under the framework established by the Arrangement
Regarding International Trade in Textiles, we benefit from import quota and
tariff protection in certain categories of its apparel business. Our
profitability could be adversely affected if the quotas and tariffs were reduced
or eliminated.
We may lose one or more of our major customers.
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Our business is highly dependent on the continued relationship with major
retailers. The loss of one or more of these retailers as a customer could
adversely affect the Company's business.
The bankruptcy of certain customers may have an adverse affect on our financial
condition.
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In the past several years, a number of retail stores have filed for
bankruptcy protection, including certain of our customers. Through management of
our accounts receivable, however, we have ensured that such bankruptcies have
not had a material adverse effect on our financial condition. However, there can
be no assurance that additional customers will not file for bankruptcy
protection in the future and that such bankruptcies will not adversely affect
our financial condition.
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<PAGE>
We may be subject to additional costs due to the unionization of our employees.
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The Company and its employees are not parties to any collective bargaining
agreements except with the UNITE Labor Union which represents approximately 13
employees of the Company's wholly-owned subsidiary, Item-Eyes, Inc. If our
employees should elect to be represented by a union in the future, increased
costs may be incurred and our financial results could be adversely affected.
We may lose one or more of our key employees.
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Our business is highly dependent on our senior management. The loss of the
services of one or more of these senior managers, if adequate replacements were
not found, could adversely affect the Company's business.
We may not be able to realize the benefits of recent acquisitions.
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We purchased substantially all of the assets of Item-Eyes, Inc., a
privately held sportswear company, effective as of August 20, 2000. This
acquisition may not be as beneficial to us as we expect.
Our investments made through Hampshire Investments, Inc. are subject to market
risk with respect to foreign currencies.
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Through Hampshire Investments, we purchase foreign based assets with U.S.
dollars or foreign currency purchased with U.S. dollars. The real property that
we own outside of the United States is leased for either U.S. dollars, or other
stable currency. Our primary exposure to market risk with respect to foreign
currencies is the impact that fluctuations in such currencies may have on the
business of the lessees of our real property.
Our officers and directors have significant control over us and their interests
may differ from yours.
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Our directors and officers beneficially own or control approximately 36% of
our common stock. Individually and in the aggregate, these stockholders will be
able to significantly influence our management, affairs and all matters
requiring shareholder approval. In particular, this concentration of ownership
may have the effect of delaying, deferring or preventing an acquisition of us
and may adversely affect the market price of our common stock.
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<PAGE>
SPECIAL STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. You can identify these statements
by forward-looking words such as "may," "will," "expect," "anticipate,"
"believe," "estimate," and "continue" or similar words. You should read
statements that contain these words carefully because they discuss our future
expectations, contain projections of our future results of operations, or of our
financial condition, or state other 'forward-looking" information.
We believe that it is important to communicate our future expectations to
our investors. However, there may be events in the future that we are not able
to accurately predict or control and that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Investors are cautioned that all forward-looking statements involve risks
and uncertainties, and actual results may differ materially from those discussed
as a result of various factors, including those factors described in the "Risk
Factors" section of this prospectus. Readers should not place undue reliance on
our forward-looking statements. Before you invest in our common stock, you
should be aware that the occurrence of the events described in the "Risk
Factors" section and elsewhere in this prospectus could harm our business,
prospects, operating results and financial condition.
ABOUT THIS PROSPECTUS
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this prospectus. If given or made, such information or representations must not
be relied upon as having been authorized by us. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, any
securities other than the registered securities to which it relates, or an offer
to, or solicitation of any person in any jurisdiction in which such offer or
solicitation would be unlawful. The delivery of this prospectus at any time does
not imply that the information herein is correct as of any time subsequent to
its date.
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<PAGE>
THE COMPANY
We operate two business segments - Apparel and Investments. Jointly,
Hampshire Designers, Inc. and Item-Eyes, Inc, the Apparel Segment, is the
largest designer and manufacturer of sweaters in North America and a significant
supplier of assorted apparel. Hampshire Investments, Limited was organized in
March 1997, for the purpose of making long-term, diversified investments,
primarily in real estate, both domestically and international.
Information with respect to sales and operating income attributable to the
business segments, appears in Management's Discussion and Analysis of Financial
Condition and Results of Operations included in our report on Form 10-K for the
year ended December 31, 1999, which report is incorporated in its entirety
herein by reference.
USE OF PROCEEDS
This prospectus relates to shares of common stock being offered and sold
for the accounts of certain selling stockholders. We will not receive any of the
proceeds from the sale of the shares of our common stock offered hereby, all of
which will be received by such selling stockholders; but we will pay all
expenses related to the registration of the shares.
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<PAGE>
SELLING STOCKHOLDERS
This prospectus relates to offers and sales by certain selling stockholders
of shares of common stock acquired or to be acquired by them under the Hampshire
Group, Limited Common Stock Purchase Plan for Directors and Executives and the
Hampshire Group, Limited 1992 Stock Option Plan. The following table sets forth
the names and positions held within the past three years with us or our
affiliates of the selling stockholders, the number of shares of our common stock
beneficially owned by each of them as of December 31, 2000 and the number of
shares of our common stock covered by this prospectus. Because the selling
stockholders may sell all or some part of our common stock which they hold
pursuant to this prospectus and the fact that this offering is not being
underwritten on a firm commitment basis, no estimate can be given as to the
amount of common stock that will be held by the selling stockholders upon
termination of this Offering. See "Plan of Distribution." Our common stock
offered by this prospectus may be offered from time to time, in whole or in
part, by the persons named below or by their transferees, as to whom applicable
information will, to the extent required, be set forth in a prospectus
supplement.
Beneficial Shares Shares
Position ownership of available for owned
Selling with the shares before sale in the after
Stockholder Company the Offering (1) Offering (2) Offering
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Charles W. Clayton Chief Financial
Officer, Vice
President,
Secretary, and
Treasurer 160,148 40,916 119,232
Eugene Warsaw President and
Chief Executive
Officer of 132,395 35,443 96,952
Hampshire Designers,
Inc
Percent
Owned
Selling after the
Stockholder Offering
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Charles W. Clayton 2.57% (3)
Eugene Warsaw 2.09% (3)
(1) Includes shares previously credited to the accounts of the selling
stockholders and held in trust under the Hampshire Group, Limited Common
Stock Purchase Plan, over which shares the selling stockholders do not
exercise voting and/or investment power until after distribution of such
shares.
(2) The table assumes that each of the selling stockholders will sell all of
the shares of our common stock offered under this prospectus, although
there can be no assurance that any Selling Stockholder will sell all or any
of the shares of common stock offered by such selling stockholders
hereunder.
(3) Based on 4,644,993 shares outstanding December 31, 2000.
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<PAGE>
PLAN OF DISTRIBUTION
Since the selling stockholders may offer all or part of the shares of
common stock and since this offering is not being underwritten
on a firm commitment basis, no estimate can be given as to the amount of shares
of common stock to be offered for sale by the selling stockholders.
The selling stockholders may, from time to time and subject to certain
conditions, effect sales of common stock owned by such selling stockholders in
any of the following ways: (i) through dealers; (ii) through agents; or (iii)
directly to one or more purchasers. The distribution of the shares of common
stock may be effected from time to time in one or more transactions in the
over-the-counter market, transactions other than in the over-the-counter market
or a combination of such transactions. Any such transactions may be effected at
prices and at terms then prevailing, or at prices related to the then current
market price, or in negotiated transactions, by gift or otherwise. The selling
stockholders may effect such transactions by selling common stock to, or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders and/or the
purchasers of common stock for whom they may act as agent. In effecting sales,
brokers or dealers engaged by a selling stockholder may arrange for other
brokers or dealers to participate. The selling stockholders and any
broker-dealers or agents that participate in the distribution of shares of the
common stock by them might be deemed to be underwriters, and any discounts,
commissions or concessions might be deemed to be underwriting discounts and
commissions, within the meaning of the Securities Act of 1933, as amended.
We have been advised by the selling stockholders that they intend to sell
all or a portion of the shares of common stock offered hereby from time to time
in the Nasdaq National Market and that sales will be made at prices prevailing
in the Nasdaq National Market at the times of such sales. The selling
stockholders may also make private sales directly or through a broker or
brokers, who may act as agent or as principal. Further, the selling stockholders
may choose to dispose of the shares offered hereby by gift to a third party, or
as a donation to a charitable or other non-profit entity. In connection with any
sales, the selling stockholders and any brokers participating in such sales may
be deemed to be underwriters within the meaning of the Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commission from the selling stockholders (and, if such broker acts as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees shall be paid by the selling stockholders. Broker-dealers may
agree with the selling stockholders to sell a specified number of shares at a
stipulated price per share and to the extent such a broker-dealer is unable to
do so acting as agent for the selling stockholders, to purchase as principal,
any unsold shares at the price required to fulfill the broker-dealer commitment
to the selling stockholders. Broker- dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve crosses and block transactions and which may involve sales to and
through other broker-dealers, including transactions of the nature described
above) in the over-the-counter market, in negotiated transactions, or otherwise
at market prices prevailing at the time of sale or at negotiated prices, and in
connection with such resales may pay to, or receive from the purchasers of such
shares commissions computed as described above.
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<PAGE>
We have advised the selling stockholders that Regulation M promulgated
under the Exchange Act may apply to sales in the market and have informed them
of the possible need for delivery of copies of this prospectus. The selling
stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such broker-dealers, and, if any such
broker-dealers purchase shares as principal, any profits received on the resale
of such shares, may be deemed to be underwriting discounts and commissions under
the Securities Act.
Upon our being notified by the selling stockholders that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a cross or block trade, a supplemental prospectus will be filed under
Rule 424(c) under the Securities Act, setting forth the name of the
participating broker-dealer(s), the number of shares involved, the price at
which such shares were sold by the selling stockholders, the commissions paid or
discounts or concessions allowed by the selling stockholders to such
broker-dealer(s), and where applicable, that such broker-dealer(s) did not
conduct any investigation to verify the information set out in this prospectus.
Any securities covered by this prospectus which qualify for sale pursuant
to Rules 144 and 701 under the Securities Act may be sold under Rule 144 rather
than pursuant to this prospectus. In general, under Rule 144 as currently in
effect, a person (or persons whose shares are aggregated), including any person
who may be deemed to be our "affiliate", is entitled to sell within any three
month period "restricted shares" beneficially owned by him or her in an amount
that does not exceed the greater of (i) 1% of the then outstanding shares of our
common stock or (ii) the average weekly trading volume in shares of our common
stock during the four calendar weeks preceding such sale, provided that at least
one year has elapsed since such shares were acquired from us or our affiliate.
Sales are also subject to certain requirements as to the manner of sale, notice
and availability of current public information regarding us. However, a person
who has not been our "affiliate" at any time within three months prior to the
sale is entitled to sell his or her shares without regard to the volume
limitations or other requirements of Rule 144, provided that at least one year
has elapsed since such shares were acquired from us or our affiliate.
There can be no assurance that the selling stockholders will sell any or
all of the shares of common stock offered hereunder.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Willkie Farr & Gallagher are passing upon the validity of the shares of
common stock offered hereby for the Company. As of the date of this prospectus,
Harvey L. Sperry, a retired partner of Willkie Farr & Gallagher, is a director
of the Company.
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<PAGE>
MATERIAL CHANGES
There have been no material changes in the Company's affairs which have
occurred since December 31, 1999, the end of the latest fiscal year of the
Company for which certified financial statements were included in the Company's
Annual Report to Stockholders, and which have not been described in a report on
Form 10-Q or Form 8-K filed under the Exchange Act.
ABOUT THIS PROSPECTUS AND WHERE YOU MAY FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, with respect
to the shares of our common stock offered under this prospectus. This prospectus
is part of the registration statement. This prospectus does not contain all of
the information contained in the registration statement because we have omitted
parts of the registration statement in accordance with the rules and regulations
of the Securities and Exchange Commission. For further information, we refer you
to the registration statement, which you may read and copy at the public
reference facilities maintained by the Securities and Exchange Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the Securities and Exchange Commission's Regional Offices at 7 World Trade
Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661. You may also obtain copies
at the prescribed rates from the Public Reference Section of the Securities and
Exchange Commission at its principal office in Washington, D.C. You may call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information
about the public reference rooms. The Securities and Exchange Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding registrants, including Hampshire Group, Limited,
that file electronically with the Securities and Exchange Commission. You may
access the Securities and Exchange Commission's web site at http://www.sec.gov.
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and we are required to file reports, proxy statements
and other information with the Securities and Exchange Commission. Such reports,
proxy statements and other information can be inspected and copied at the
locations described above. Our Securities and Exchange Commission File Number is
000-20201. Copies of these materials can be obtained by mail from the Public
Reference Section of the Securities and Exchange Commission at Judiciary Plaza,
450 Fifth Street, N.W. Room 1024, Washington, D.C. 20549, at prescribed rates.
Our common stock is listed on the Nasdaq National Market under the symbol
"HAMP."
The Securities and Exchange Commission allows us to incorporate by
reference the information that we file with them. Incorporation by reference
means that we can disclose important information to you by referring you to
other documents that are legally considered to be part of this prospectus, and
later information that we file with the Securities and Exchange Commission will
automatically update and supersede the information in this prospectus and the
documents listed below. We incorporate by reference the specific documents
listed below and any
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<PAGE>
future filings we make with the Securities and Exchange Commission under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of
the shares of common stock offered under the prospectus are sold:
(a) Hampshire's Annual Report filed on Form 10-K for the fiscal year ended
December 31, 1999, pursuant to the Exchange Act.
(b) Hampshire's Quarterly Reports on Form 10-Q for the fiscal quarters ended
April 1, 2000, July 1, 2000, and September 30, 2000, filed with the
Commission pursuant to the Exchange Act.
(c) Hampshire's Registration Statement on Form S-8 / S-3 (Registration No.
33-86312), filed on November 14, 1994 pursuant to the Exchange Act.
(d) Hampshire's Current Reports on Form 8-K, filed with the Commission pursuant
to the Exchange Act on May 11, 2000, July 10, 2000, and September 15, 2000,
respectively, and Current Reports on Form 8-K/A filed with the Commission
on July 10, 2000, and November 9, 2000, respectively; and
(e) The description of shares of our common stock, contained in the
Registration Statement filed by the Registrant with the Commission on Form
8-A, on May 13, 1992, pursuant to the Exchange Act.
In addition, all reports filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
prospectus and prior to the termination of the offering hereunder, shall be
deemed to be incorporated in this prospectus by reference and to be a part of
this prospectus from the date of the filing of such reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this prospectus shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this prospectus modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
We will furnish without charge to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information described above
that has been or may be incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Requests for such information may be directed to:
Hampshire Group, Limited, Attention: Corporate Secretary, 215 Commerce
Boulevard, Anderson, South Carolina 29625, Telephone: (864) 225-6232.
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<PAGE>
EXPERTS
The financial statements and related financial statement schedules
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1999 have been audited by Deloitte &
Touche LLP, independent auditors, as included in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The financial statements and schedules of the Company as of December 31,
1998 and for each of the two years then ended, incorporated in this prospectus
by reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in such act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director, or
officer, or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in such act and will be governed by the final adjudication of such
issue.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by Hampshire Group, Limited, a Delaware corporation (the
"Company"), are incorporated by reference into the Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1999, pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended April
1, 2000, July 1, 2000, and September 30, 2000, pursuant to the Exchange
Act.
(c) The Company's Registration Statement on Form S-8 / S-3 (Registration No.
33-86312), filed on November 14, 1994, pursuant to the Securities Act;
(d) The Company's Current Reports on Form 8-K filed with the Commission on May
11, 2000, July 10, 2000, and September 15, 2000, respectively, and the
Company's Current Reports on Form 8-K/A filed with the Commission on July
10, 2000, and November 9, 2000, respectively;
(e) The description of the common stock contained in the Company's Registration
Statement on Form 8-A, filed on May 13, 1992, pursuant to the Exchange Act.
In addition, all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment, which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents with the Commission. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified, or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified, or superseded shall not be deemed to constitute a part
hereof except as so modified, or superseded.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Willkie Farr & Gallagher are passing upon the validity of the shares of
common stock offered hereby for the Company. As of the date of this Registration
Statement, Harvey L. Sperry, a retired partner of Willkie Farr & Gallagher, is a
director of the Company.
ITEM 8. EXHIBITS
Exhibit No. Exhibits incorporated by reference
---------- ------------------------------------------------------------
Item-Eyes, Inc. Interim Unaudited Financial Statements for
the Six Months Ended June 30, 2000 (1)
Item-Eyes, Inc. Financial Statements for the Year Ended
December 31, 1999 (1)
Item-Eyes, Inc. Financial Statements for the Year Ended
December 31, 1998 (1)
Item-Eyes, Inc. Financial Statements for the Year Ended
December 31, 1997 (1)
Hampshire Group Limited Unaudited Pro Forma Financial
Statements (1)
(1) Incorporated by reference to the Company's
November 9, 2000, Current Report on Form 8K/A
Exhibit filed herewith
5 Opinion of Willkie Farr & Gallagher regarding the legality of
the securities to be newly issued under the Plans.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Willkie Farr & Gallagher (included in Exhibit 5).
23.3 Consent of PricewaterhouseCoopers LLP
23.4 Consent of Berenson & Company LLP
24 Power of Attorney
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8/S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Anderson, South Carolina, on this 16th day of January
2001. HAMPSHIRE GROUP, LIMITED
By: /s/ Ludwig Kuttner
------------------
Ludwig Kuttner
Chairman of the Board, President
and Chief Executive Officer
-------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
--------- ------------ ------------------
/s/ Ludwig Kuttner
----------------------- Chairman of the Board, January 16, 2001
Ludwig Kuttner President and Chief Executive
Officer
(Principle Executive Officer)
/s/ Joel Goldberg
----------------------- Director January 16, 2001
Joel Goldberg
/s/ Harvey L. Sperry
----------------------- Director January 16, 2001
Harvey L. Sperry
/s/ Eugene Warsaw
----------------------- Director January 16, 2001
Eugene Warsaw
/s/ Peter W. Woodworth
----------------------- Director January 16, 2001
Peter W. Woodworth
/s/ Charles W. Clayton
----------------------- Vice President, January 16, 2001
Charles W. Clayton Secretary and Treasurer
(Principle Accounting Officer)
/s/ William W. Hodge
----------------------- Vice President and January 16, 2001
William W. Hodge Chief Financial Officer
(Principle Financial Officer)
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