                                  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): JUNESeptember 2919, 2007
                                                                                          ------------------

                             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               jurisdiction         (Commission               (IRS Employer
       jurisdiction                     of incorporation)               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 18.01.  ENTRYOTHER INTO A MATERIAL DEFINITIVE AGREEMENTEVENTS.

                  On JuneSeptember 2919, 2007, Everlast Worldwide Inc. (the "Company") announced
that it signedreceived anshareholder amendmentapproval toof the Agreement and Plan of Merger (the "Merger
Agreement"), dated 
as of June 28, 2007, amongas Brandsamended Holdingsby Limited
("Parent"),Amendment EWI Acquisition, IncNo. ("Merger1 Sub") and the Company (the
"Amendment"). Pursuant to the Amendment,Agreement the Company, Parent and MergerPlan Sub have
agreed to an increase in the per share merger consideration to $33.00 per share
of the Company's common stock
Merger, pardated valueas $.002 ("Common Stock"), from $30.00 per
share of CommonJune Stock. The Amendment also increases (i) the termination fee
which is payable by the Company to Parent under certain circumstances to
$529,610,000 from $52007,100,000, (ii)among theBrands terminationHoldings fee which is payable by Parent
to the Company under certain circumstances to $4Limited,180,000 from $3,800,000 andEWI
(iii) the termination expenses which are payable by the Company to Parent under
certain circumstances to between $440Acquisition,000 and $1,870,000 from between $400,000
and $1,700,000Inc.

            The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment which is
filed herewith as Exhibit 2Company.1 and is incorporated herein by reference.

ITEM 8.01.  OTHER EVENTS.

      On June 29, 2007, the Company issued a press release announcing the
Amendment. A copy of the press release issued by the Company ison September 19, 2007 is
attached hereto
 as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)         Exhibits

Exhibit Number    Description
--------------    -----------

2.1               Amendment No. 1 to Agreement and Plan of Merger, dated as
                  of June 29, 2007, among Brands Holdings Limited, EWI
                  Acquisition, Inc. and Everlast Worldwide Inc.

99.1              Press Release dated JuneSeptember 2919, 2007.



                                   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.

                                                                           EVERLAST WORLDWIDE INC.
                                            (Registrant)

Date: JuneSeptember 2919, 2007
                                                                           By: /s/ GarySeth JA. DaileyHorowitz
                                                                                   ----------------------------------------
                                                                           Name:  GarySeth JA. DaileyHorowitz
                                                                           Title: President and Chief FinancialExecutive Officer


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                                  EXHIBIT INDEX
                                  -------------

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

2.1               Amendment No. 1 to Agreement and Plan of Merger, dated as
                  of June 29, 2007, among Brands Holdings Limited, EWI
                  Acquisition, Inc. and Everlast Worldwide Inc.

99.1              Press Release dated JuneSeptember 2919, 2007.


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