Hancock
Fabrics, Inc.
|
(Name
of Issuer)
|
Common
Stock, $0.01 par value
|
(Title
of Class of Securities)
|
409900107
|
(CUSIP
Number)
|
November
28, 2007
|
(Date
of Event Which Requires Filing of this
Statement)
|
CUSIP
No. 409900107
|
13G
|
Page 2
of 6 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
1,930,000
|
||
6
|
SHARED
VOTING POWER
0
|
|||
7
|
SOLE
DISPOSITIVE POWER
1,930,000
|
|||
8
|
SHARED
DISPOSITIVE POWER
0
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,930,000
|
|||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See
Instructions)
|
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
|
|||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
CUSIP
No. 409900107
|
13G
|
Page 3
of 6 Pages
|
Item
1(a).
|
Name
of Issuer:
|
|
Hancock
Fabrics, Inc., a Delaware corporation the (“Issuer”).
|
||
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
One
Fashion Way, Baldwyn, MS 38824
|
||
Item
2(a).
|
Name
of Filing Person:
|
|
Warren
B. Kanders
|
||
Item
2(b).
|
Address
of Principal Business Office or, if none,
Residence:
|
|
C/o
Kanders & Company, Inc.
|
||
One
Landmark Square, 22nd Floor,
|
||
Stamford,
CT 06901
|
||
Item
2(c).
|
Citizenship:
|
|
United
States
|
||
Item
2(d).
|
Title
of Class of Securities:
|
|
Common
Shares, $0.01 par value
|
||
Item
2(e).
|
CUSIP
Number:
|
|
409900107
|
||
Item
3.
|
If
this statement is filed pursuant to Sec.Sec. 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
|
|
(a)
|
o
Broker or dealer
registered under Section 15 of the Act.
|
|
(b)
|
o
Bank as defined in section 3(a)(6)
of the Act.
|
|
(c)
|
o
Insurance company as defined in
section 3(a)(19) of the Act.
|
CUSIP
No. 409900107
|
13G
|
Page 4
of 6 Pages
|
(d)
|
o
Investment company registered
under section 8 of the Investment Company Act of 1940.
|
|
(e)
|
o
An investment adviser in
accordance with Sec. 240.13(d)-1(b)(1)(ii)(E).
|
|
(f)
|
o
An employee benefit plan or
endowment fund in accordance with Sec.
240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
o
A parent holding company or
control person in accordance with Sec.
240.13d-1(b)(1)(ii)(G).
|
|
(h)
|
o
A savings association as defined
in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813).
|
|
(i)
|
o
A church plan that is excluded
from the definition of an investment company under section 3(c)(14)
of the
Investment Company Act of 1940.
|
|
(j)
|
o
Group, in accordance with Sec.
240.13d-1(b)(1)(ii)(J).
|
|
Item
4.
|
Ownership:
|
|
Incorporated
by reference to Items 5-11 on Page 2 of this statement. The
percentage of shares owned by the Reporting Person as set forth
in Item 11
on Page 2 of this statement is based upon 19,310,892 shares of
the
Issuer's common stock outstanding as of November 30, 2006, as set
forth in
the Issuer’s Form 10-K for the period ended January 28, 2006, filed with
the Securities and Exchange Commission on January 5,
2007.
|
||
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
|
If
this statement is being filed to report the fact that as of the
date
hereof the Reporting Person has ceased to be the beneficial owner
of more
than 5 percent of the class of securities, check the following
£.
|
||
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
|
Not
applicable.
|
||
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company or Control
Person:
|
|
Not
applicable.
|
||
Item
8.
|
Identification
and Classification of Members of the Group:
|
|
Not
applicable.
|
||
Item
9.
|
Notice
of Dissolution of Group:
|
|
Not
applicable.
|
CUSIP
No. 409900107
|
13G
|
Page 5
of 6 Pages
|
Item
10.
|
Certification:
|
|
By
signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were not acquired and are not held
for the
purpose of or with the effect of changing or influencing the control
of
the issuer of the securities and were not acquired and are not
held in
connection with or as a participant in any transaction having that
purpose
or effect.
|
CUSIP
No. 409900107
|
13G
|
Page 6
of 6 Pages
|
Dated: November 30, 2007 | ||
|
|
|
/s/ Warren B. Kanders | ||
Warren B. Kanders |
||