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): ~~December~~January 1213, ~~2016~~2017

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.)

1924 Pearman Dairy Road, Anderson, SC

(Address of principal executive offices)

29625

(Zip code)

(864) 231-1200

(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 41.01 ~~Changes~~ Entry ininto ~~Registrant's~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

OnItem ~~December~~2.01 Completion ~~12,~~of ~~2016,~~Acquisition ~~Elliott~~or ~~Davis~~Disposition ~~Decosimo,~~of LLC (“Elliott Davis”) provided a letter to Hampshire Group, Limited (the “Company”) confirming that Elliott Davis had resigned as the Company’s auditor and that the client-auditor relationship between the Company and Elliott Davis had ceasedAssets.

~~Elliott~~On ~~Davis~~January ~~performed~~13, an2017, ~~audit~~Hampshire ofGroup, Limited (the “Company’s”) ~~consolidated~~and ~~financial~~Hampshire ~~statements~~Brands, ~~for~~Inc. (collectively with the ~~year~~Company, ~~ended~~the ~~December~~“Sellers”) ~~31,~~received ~~2014.~~Delaware ~~Elliott~~Bankruptcy ~~Davis’s~~Court ~~report~~approval ~~did~~to ~~not~~enter ~~contain~~into, anand ~~adverse~~thereafter ~~opinion~~entered orinto, aan ~~disclaimer~~Asset ofPurchase ~~opinion~~Agreement ~~and~~(the ~~was~~“APA”) ~~not~~with ~~qualified~~The Fashion Exchange LLC or ~~modified~~its asdesignee (“Buyer”) pursuant to ~~uncertainty,~~which ~~audit~~the ~~scope~~Sellers agreed to sell the assets of the James Campbell business, orincluding ~~accounting~~certain ~~principles~~intellectual property, ~~except~~inventory, ~~that~~equipment ~~Elliott~~and ~~Davis’s~~contract ~~report~~rights, to Buyer for ~~the~~a ~~year~~purchase ~~ended~~price ~~December~~of ~~31,~~approximately ~~2014~~$0.9 million and assumption of certain liabilities. The APA was ~~qualified~~entered byinto apursuant ~~“going~~to ~~concern”~~an ~~opinion~~auction conducted under the provisions of the Bankruptcy Code and supervision of the Bankruptcy Court. The sale was completed on January 19, 2017.

The ~~audit~~description ~~for~~of the ~~year~~APA ~~ended~~is ~~December~~qualified 31in its entirety by reference to the complete text of the APA, ~~2015~~a ~~was~~copy ~~never~~of ~~completed.~~which is filed as an Exhibit to this report and incorporated into this report by reference.

During the two years ended December 31, 2015, and from December 31, 2015 through December 12, 2016, there were no (i) disagreements between the Company and Elliott Davis on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to satisfaction of Elliott Davis, would have caused Elliott Davis to make reference to the subject matter of such disagreements in connection with its report, or (ii) “reportable events,” as described in Item 304(a)(1)(v) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended.

The Company furnished Elliott Davis with a copy of this report prior to filing with the SEC and requested that Elliott Davis furnish it with a letter addressed to the SEC stating whether or not it agreed with the statements made by the Company in this report insofar as they relate to Elliott Davis’s audit services and engagement as the Company’s independent registered public accounting firm. Elliott Davis has furnished a letter addressed to the SEC dated December 16, 2016, a copy of which is attached hereto as Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit No.	Description


2.1	Asset Purchase Agreement dated as of January 13, 2017 among Hampshire Group, Limited, Hampshire Brands, Inc. and The Fashion Exchange LLC. Omitted schedules and exhibits will be supplied to the SEC upon request.

16.1 Elliott Davis Decosimo, LLC letter dated December 16, 2016.

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: ~~December~~January 1627, ~~2016~~2017

Exhibit Index

Exhibit No.	Description
16.1	Elliott Davis Decosimo, LLC letter dated December 16, 2016.
2.1	Asset Purchase Agreement dated as of January 13, 2017 among Hampshire Group, Limited, Hampshire Brands, Inc. and The Fashion Exchange LLC. Omitted schedules and exhibits will be supplied to the SEC upon request.

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