                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): June 28, 2007
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                             EVERLAST WORLDWIDE INC.
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             (Exact name of registrant as specified in its charter)

         Delaware                    0-25918                  13-3672716
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      (State or other              (Commission               (IRS Employer
       jurisdiction                File Number)           Identification No.)
     of incorporation)

    1350 Broadway, Suite 2300, New York, New York                               10018
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       (Address of Principal Executive Offices)               (Zip Code)

       Registrant's telephone number, including area code: (212) 239-0990
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         (Former name or 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)

      |/X|/   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 81.01.  OTHERENTRY EVENTSINTO A MATERIAL DEFINITIVE AGREEMENT.

      MERGER AGREEMENT

            On June 28, 2007, Everlast Worldwide Inc., a Delaware corporation
(the "Company"), announcedentered itinto had
signedan aAgreement definitiveand agreementPlan toof beMerger acquired(the by"Merger
Agreement") with Brands Holdings Limited, fora private company limited by shares
incorporated in England and Wales ("Parent") and EWI Acquisition, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub").
Parent is a subsidiary of Sports Direct International plc, a publicly traded
company on the London Stock Exchange.

            Pursuant to the Merger Agreement, each issued and outstanding share
of common stock, $.002 par value (the "Common Stock"), of the Company will be
converted into the right to receive $30.00 per share, in cash. As part of the
Merger Agreement, Merger Sub will merge with and into the Company with the
Company being the surviving corporation in the merger. As a result of the
merger, the Company will cease to be a publicly traded company.

            Concurrent with the execution of the Merger Agreement, the Company
terminated the Prior Merger Agreement (as defined below). See Item 1.02 below.
The Board of Directors of the Company alsoapproved announcedthe termination of the Prior
Merger Agreement and the entry into the Merger Agreement.

            The Merger Agreement and related transactions are subject to the
approval of the Company's stockholders, the expiration or termination of
applicable itswaiting periods under the Hart-Scott-Rodino Antitrust Improvements
priorAct of 1976, as amended, and certain other customary closing conditions. The
merger agreementand related transactions are expected to be completed during the second
half of 2007.

            The Company has made customary representations, warranties and
covenants in the Merger Agreement. The Merger Agreement contains a "no shop"
restriction on the Company's ability to solicit third party proposals, provide
information and engage in discussions and negotiations with Hidarythird Groupparties. AcquisitionsThe
no shop provision is subject to a "fiduciary out" provision that allows the
Company to provide information and participate in discussions and negotiations
with respect to written third party acquisition proposals submitted after the
date of the Merger Agreement that the Board of Directors believes in good faith
to be bona fide and determines in good faith, LLCafter consultation with its
financial advisors and Hidaryoutside Groupcounsel, constitutes or could reasonably be
Acquisitionsexpected to result in a "superior proposal," Incas defined in the Merger Agreement.

            The Company may terminate the Merger Agreement under certain
circumstances, including if its Board of Directors determines in good faith that
it has received a superior proposal and that failure to terminate the paymentMerger
Agreement could violate its fiduciary duties, and otherwise complies with
certain terms of the Merger Agreement. In connection with such termination, the
Company must pay a fee pursuantof $5.1 million to Parent. Under other circumstances upon
termination of the termsMerger Agreement, the Company must reimburse Parent for its
expenses of up to $1.7 million.



            The foregoing description of the priorMerger mergerAgreement agreementdoes not purport
to be complete and is qualified in its entirety by reference to the Merger
Agreement. The Merger Agreement is filed herewith as Exhibit 2.1 and is
incorporated herein by reference. The Merger Agreement has been included to
provide investors and stockholders with information regarding its terms. It is
not intended to provide any other factual information about the Company's. BoardThe
Merger ofAgreement Directorscontains approvedrepresentations and warranties that the parties to the
terminationMerger Agreement made to and solely for the benefit of each other, and the
assertions priorembodied mergerin agreementsuch representations and approvedwarranties are qualified by
information contained in confidential disclosure schedules that the agreementparties
exchanged in connection with Brandssigning the Merger Agreement. Accordingly,
Holdingsinvestors Limitedand instockholders ashould specialnot meetingrely on Junesuch 28representations and
warranties as characterizations of the actual state of facts or circumstances,
since 2007they were only made as of the date of the Merger Agreement and are
modified in important part by the underlying disclosure schedules.

            In Theconnection with the proposed transaction, isthe Company will file a
subjectproxy tostatement with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the proxy statement (when available) and other
documents filed by the Company at the Securities and Exchange Commission's stockholdersweb
site approvingat www.sec.gov. The proxy statement and such other documents may also be
obtained for free from the transactionCompany by directing such request to the Company,
Attention: Angelo V. Giusti, Secretary, Everlast Worldwide Inc., 1350 Broadway,
Suite 2300, New York, New York 10018, Telephone: (212) 239-0990.

            The Company and its directors, executive officers and other members
customaryof conditionsits management and isemployees expectedmay be deemed to be completedparticipants duringin the
solicitation secondof halfproxies from its stockholders in connection with the proposed
transaction. Information concerning the interests of the Company's participants
2007in the solicitation is set forth in the Company's proxy statements and Annual
Reports on Form 10-K, previously filed with the Securities and Exchange
Commission, and in the proxy statement relating to the transaction when it
becomes available.

      AGUARANTEE copyOF SPORTS DIRECT INTERNATIONAL PLC

            In connection with the Merger Agreement, Sports Direct International
plc has agreed to guarantee Parent's obligations under the Merger Agreement in
full (the "Guarantee").

            The foregoing description of the pressGuarantee releasedoes issuednot purport to be
complete and is qualified in its entirety by reference to the CompanyGuarantee onwhich Juneis
filed herewith as Exhibit 99.1 and is incorporated herein by reference.

VOTING AGREEMENT

            Also in connection with the Merger Agreement, The Estate of George Q
Horowitz (the "Estate") has entered into a Voting Agreement, dated as of June
28, 2007, by and among Parent, Merger Sub and the Company (the "Voting
announcingAgreement"). Pursuant to the transactionVoting Agreement, the Estate has agreed to vote its


                                      -2-


shares in favor of the Merger Agreement, subject to certain conditions. The
voting agreement that the Estate previously entered into with Hidary Group
Acquisitions, LLC and Hidary Group Acquisitions, Inc. terminated as to the
Estate upon termination of the Prior Merger Agreement.

            The foregoing description of the Voting Agreement does not purport
to be complete and is attachedqualified heretoin its entirety by reference to the Voting
Agreement which is filed herewith as Exhibit 99.12 and is
 incorporated herein by 
reference.

ITEM 1.02.  TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

            Concurrent with the execution of the Merger Agreement, the Company
terminated the Agreement and Plan of Merger, dated as of June 1, 2007 (the
"Prior Merger Agreement"), among Hidary Group Acquisitions, LLC, Hidary Group
Acquisitions, Inc. and the Company, in accordance with its terms. Prior to the
termination of the Prior Merger Agreement and pursuant to the terms thereof, the
Company paid to Hidary Group Acquisitions, LLC a termination fee of $3 million.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)         Exhibits

ExhibitEXHIBIT NumberNUMBER    DescriptionDESCRIPTION
--------------    -----------
2.1               Agreement and Plan of Merger, dated as of June 28, 2007,
                  among Brands Holdings Limited, EWI Acquisition, Inc. and
                  Everlast Worldwide Inc.*

99.1              PressGuarantee Releaseof Sports Direct International plc, dated June
                  28, 2007, in favor of Everlast Worldwide Inc.

99.2              Voting Agreement, dated as of June 28, 2007, by and
                  among Brands Holdings Limited, EWI Acquisition, Inc. and
                  The Estate of George Q Horowitz

* Schedules and exhibits  omitted  pursuant to Item 601(b)(2) of Regulation S-K.
The Company agrees to furnish  supplementally  a copy of any omitted schedule to
the SEC upon request.


                                      -3-


                                   SIGNATURES

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

                                                                           EVERLAST WORLDWIDE INC.
                                                                                       (Registrant)

Date: June 2829, 2007
                                                                           By: /s/ Gary J. Dailey
                                                                                   ----------------------------------------
                                                                           Name:   Gary J. Dailey
                                                                           Title: Chief Financial Officer


                                      -24-



                                  EXHIBIT INDEX

Exhibit Number    DescriptionNo.       Exhibits
-----------       ---    -----------

2.1               Agreement and Plan of Merger, dated as of June 28, 2007, among
                  Brands Holdings Limited, EWI Acquisition, Inc. and Everlast
                  Worldwide Inc.*

99.1              PressGuarantee Releaseof Sports Direct International plc, dated June 28,
                  2007, in favor of Everlast Worldwide Inc.

99.2              Voting Agreement, dated as of June 28, 2007, by and among
                  Brands Holdings Limited, EWI Acquisition, Inc. and The Estate
                  of George Q Horowitz

* Schedules and exhibits  omitted  pursuant to Item 601(b)(2) of Regulation S-K.
The Company agrees to furnish  supplementally  a copy of any omitted schedule to
the SEC upon request.


                                      -35-
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