-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pf7UU5SSrpYWcs2QDPFBXNjebfYJz2SNbV3LWwP6aX11UeEAGfQrF197RHbCc1zf 7MouKiixHoOfKVgXRdpFQw== 0001144204-07-019513.txt : 20070419 0001144204-07-019513.hdr.sgml : 20070419 20070418205441 ACCESSION NUMBER: 0001144204-07-019513 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070419 DATE AS OF CHANGE: 20070418 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK FABRICS INC CENTRAL INDEX KEY: 0000812906 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 640740905 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39257 FILM NUMBER: 07774706 BUSINESS ADDRESS: STREET 1: 3406 W MAIN ST CITY: TUPELO STATE: MS ZIP: 38803 BUSINESS PHONE: 6018422834 MAIL ADDRESS: STREET 1: P O BOX 2400 CITY: TUPELO STATE: MS ZIP: 38803-2400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KANDERS WARREN B CENTRAL INDEX KEY: 0000935577 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O KANDERS & COMPANY, INC. STREET 2: TWO SOUNDVIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2035529600 MAIL ADDRESS: STREET 1: C/O KANDERS & COMPANY, INC. STREET 2: TWO SOUNDVIEW DRIVE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 v071945_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

HANCOCK FABRICS, INC.

(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
409900107
(CUSIP Number)
 

 
Warren B. Kanders
c/o Kanders & Company, Inc.
One Landmark Square, 22nd Floor
Stamford, CT 06901
Copy to:
Robert L. Lawrence, Esq.
Kane Kessler, P.C.
1350 Avenue of the Americas, 26th Floor
New York, New York 10019
(212) 541-6222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 9, 2007
(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / / (See explanatory note to this Schedule 13D)




CUSIP No. 409900107
13D
Page 2 of 5 Pages


1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Warren B. Kanders
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
 
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS*
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER 
 
1,250,000 (See Item 5)
8
SHARED VOTING POWER
 
0 (See Item 5)
9
SOLE DISPOSITIVE POWER 
 
1,250,000 (See Item 5)
10
SHARED DISPOSITIVE POWER
 
0 (See Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,250,000 (See Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14
TYPE OF REPORTING PERSON*
 
IN


*SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 409900107
13D
Page 3 of 5 Pages


Item 1. Security and Issuer.

This Schedule 13D (“Statement”) relates to the shares of common stock, par value $0.01 per share (the “Common Stock”), of Hancock Fabrics, Inc. (the “Issuer”), whose principal executive offices are located at One Fashion Way, Baldwyn, MS 38824.

Item 2. Identity and Background.

(a), (b), (c) and (f). This Statement is filed by Warren B. Kanders (the “Reporting Person”), a citizen of the United States. The business address of the Reporting Person is c/o Kanders & Company, Inc., One Landmark Square, 22nd Floor, Stamford, CT 06901. The Reporting Person is President of Kanders & Company, Inc., a private investment firm owned and controlled by the Reporting Person.

(d) and (e). During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
The securities reported in this Statement as beneficially owned by the Reporting Person were acquired with funds of approximately $1,337,950.40 (including brokerage commissions). All such funds were provided from the personal funds of the Reporting Person and such securities are not marginable.
 
Item 4. Purpose of Transaction.
 
This Statement is filed by the Reporting Person to report acquisitions of shares of Common Stock for investment purposes, as a result of which the Reporting Person may be deemed to be the beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of more than 5% of the outstanding Common Stock of the Issuer.

Other than as set forth in this Item 4, the Reporting Person does not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of the Statement. The Reporting Person intends to review its investment in the Issuer on a continuing basis, and to the extent permitted by law,  may seek to engage in discussions with other stockholders and/or with management and the Board of Directors of the Issuer concerning the business, operations or future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Person may,  in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional Common Stock, selling Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing its intention with respect to any and all matters referred to in paragraphs (a) through (j) of Item 4.


CUSIP No. 409900107
13D
Page 4 of 5 Pages

 
Item 5. Interest in Securities of the Issuer.
 
(a), (b) and (c). As of April 18, 2007, the Reporting Person may be deemed to be the beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act of 1934, as amended) of 1,250,000 shares of Common Stock, constituting approximately 6.5% of the outstanding shares of Common Stock (the percentage of shares owned being based upon 19,310,892 Common Shares outstanding as of November 30, 2006, as set forth in the Issuer’s most recent report on Form 10-K for the period ended January 28, 2006, filed with the Securities and Exchange Commission on January 5, 2007), over which the Reporting Person exercises sole voting and dispositive power on behalf of himself and his immediate family.
 
No transactions in the shares of the Issuer’s Common Stock have been effected by the Reporting Person during the last 60 days except the following transactions, each of which was made in a broker’s transaction in the open market. Prices do not include brokerage commissions.


Date
Number of Shares
Price Per Share
March 22, 2007
600,000
$0.7254
March 26, 2007
300,000
$1.2200
March 29, 2007
60,000
$1.5243
April 9, 2007
60,000
$1.5000
April 10, 2007
100,000
$1.5000
April 11, 2007
100,000
$1.5000
April 12, 2007
30,000
$1.4000
 
(d) and (e). Not Applicable

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer.
 
Item 7.  Material to be Filed as Exhibits
 
  None.
 


CUSIP No. 409900107
13D
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SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
 
Dated: April 18, 2007
 

 
/s/ Warren B. Kanders
 
Warren B. Kanders

 

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