8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 25, 2016

HAMPSHIRE GROUP, LIMITED

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 000-20201 (Commission File Number) 06-0967107 (I.R.S. Employer Identification No.)

114 W. 41st Street, New York, New York (Address of principal executive offices) 10036 (Zip code)

(212) 840-5666

(Registrant’s telephone number including area code)

Not applicable

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 25, 2015, David Price, Chief Operating Officer of Hampshire Group, Limited (the “Company”), gave notice to the Company of his resignation effective March 25, 2016. Mr. Price’s duties will be assumed by other employees of the Company.

(d) On February 26, 2016, the board of directors (the “Board”) of the Company increased the number of directors constituting the Board from four to five directors and appointed Robin Marino to serve as a member of the Board until her successor shall be elected.

In connection with her appointment, Ms. Marino was granted an option to purchase 13,500 shares of common stock at $0.30 per share under the Company’s 2009 Stock Incentive Plan, which option becomes exercisable in four equal annual installments beginning one year from the date of grant and expires ten years from the date of grant.

Following Ms. Marino’s appointment, the Board revised Board committee assignments to be as follows:

Audit Committee	Compensation Committee	Nominating Committee
Thomas J. Doyle, Jr., Chair	Brett H. Fialkoff, Chair	Robin Marino, Chair
Brett H. Fialkoff	Robin Marino	Thomas J. Doyle, Jr.
Benjamin C. Yogel	Benjamin C. Yogel	Benjamin C. Yogel

Item 7.01 Regulation FD Disclosure.

On March 2, 2016, the Company issued a press release (the “Press Release”) which announced the appointment of Ms. Marino as disclosed above. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Hampshire Group, Limited dated March 2, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HAMPSHIRE GROUP, LIMITED
By:	/s/ William Drozdowski
	Name: William Drozdowski
	Title:   Interim Chief Financial Officer

Dated: March 2, 2016

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Exhibit Index

Exhibit No.	Description
99.1	Press Release of Hampshire Group, Limited dated March 2, 2016.

EX-99.1

Exhibit 99.1

           

FOR IMMEDIATE RELEASE

HAMPSHIRE GROUP EXPANDS BOARD WITH THE APPOINTMENT OF ROBIN MARINO

AS NEW INDEPENDENT DIRECTOR

New York, New York, March 2, 2016: Hampshire Group,Limited (OTC Markets: HAMP) today announced the appointment of a new independent Board member, Robin Marino, effective February 26, 2016. With this appointment, Hampshire’s Board increases from four to five members, of whom four are classified as independent directors.

Ms. Marino brings more than 35 years of sales and merchandising experience in consumer products and is currently an independent brand consultant. From 2011 to 2014, she served as Group President, Accessories and Home, of LFUSA/Global Brands Group (GBG), a branded apparel, footwear, fashion accessories and related lifestyle products company, where she oversaw five divisions. Prior to GBG, Ms. Marino was President and CEO of Merchandising at Martha Stewart Living Omnimedia (NYSE: MSO), which she originally joined in 2005. From 1999 to 2005, Ms. Marino was President and COO of Kate Spade (NYSE: KATE). Prior to that, she spent two years as SVP of Accessories Global at Burberry Limited. Before that, Ms. Marino held management positions with Wathne LTD and Federated Department Stores, Inc. She currently serves on the Board of Directors of Summer Infant (NCM: SUMR), a premium infant and juvenile products company. Ms. Marino holds a B.B.A. from Stetson University.

Paul Buxbaum, Chairman and Chief Executive Officer of Hampshire Group, commented, “I, along with my fellow directors, are pleased to welcome Robin to our Board. She brings significant industry experience and knowledge gained over years of serving in leadership positions with a number of high profile global brands. We look forward to benefitting from Robin’s insights as we execute on our strategy to stabilize and grow our business.”

About Hampshire Group

Hampshire Group, Limited (www.hamp.com), along with its wholly-owned subsidiary, Hampshire Brands, Inc. is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. The Company specializes in designing and marketing men’s sportswear to department stores, chain stores and mass market retailers under licensed brands, our own proprietary brands and the private labels of our customers.

Company Contact: Benjamin C. Yogel Lead Director, Hampshire Group byogel@mrccapital.com (561) 409-0890 Investor Relations Contact: Fred Buonocore The Equity Group Inc. fbuonocore@equityny.com/(212) 836-9607 www.theequitygroup.com