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): September 12, 2007
STEVEN MADDEN, LTD.
(Exact name of registrant as specified in its charter)
Delaware 000-23702 13-3588231
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(State or other jurisdiction (Registration Number) (IRS Employer
of incorporation) Identification No.)
52-16 Barnett Avenue, Long Island City, New York 11104
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 446-1800
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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:
[ ] 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 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On September 18, 2007, Steven Madden, Ltd. (the "Company") issued a press
release pursuant to Nasdaq Marketplace Rule 4803 announcing that due to the
resignation of Harold D. Kahn from the Company's board of directors and audit
committee on September 7, 2007, the Company received a letter from The Nasdaq
Stock Market on September 12, 2007 indicating that the Company no longer
complies with Nasdaq's independent director and audit committee requirements set
forth in Marketplace Rules 4350(c)(1) and 4350(d)(2)(A). A copy of the Company's
press release is attached as Exhibit 99.1 hereto, and is incorporated by
reference into this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated September 18, 2007.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Steven Madden, Ltd. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
STEVEN MADDEN, LTD.
By: /s/ JAMIESON A. KARSON
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Name: Jamieson A. Karson
Title: Chief Executive Officer
Date: September 18, 2007
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EXHIBIT INDEX
DOC. NO. DOCUMENT DESCRIPTION
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Exhibit 99.1 Press Release dated September 18, 2007.
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EXHIBIT 99.1
Company Contact: Ed Rosenfeld
Executive Vice President,
Strategic Planning and Finance
Steven Madden, Ltd.
(718) 446-1800
Investor Relations: Cara O'Brien/Leigh Parrish
Press: Melissa Merrill
Financial Dynamics
(212) 850-5600
FOR IMMEDIATE RELEASE
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STEVEN MADDEN, LTD. ANNOUNCES DIRECTOR RESIGNATION
LONG ISLAND CITY, N.Y. - September 18, 2007 - Steven Madden, Ltd. (NASDAQ:
SHOO), a leading designer and marketer of fashion footwear and accessories for
women, men and children, today announced that due to the resignation of Harold
D. Kahn from the Company's board of directors and audit committee on September
7, 2007, the Company received a letter from The Nasdaq Stock Market on September
12, 2007 indicating that the Company no longer complies with Nasdaq's
independent director and audit committee requirements set forth in Marketplace
Rules 4350(c)(1) and 4350(d)(2)(A).
The Company has a cure period under Marketplace Rules 4350(c)(1) and 4350(d)(4)
to regain compliance with the independent director and audit committee
requirements. The cure period is (1) until the earlier of the Company's next
annual shareholders' meeting or September 7, 2008; or (2) if the next annual
shareholders' meeting is held before March 5, 2008, then the Company must
evidence compliance no later than March 5, 2008. In order to remedy its
noncompliance with Marketplace Rule 4350(d)(2)(A), the Company intends on
appointing Walter Yetnikoff, an independent director, to the audit committee,
ensuring that the audit committee would again be composed of three independent
directors. The Company intends to be in compliance with Marketplace Rule
4350(c)(1) prior to the end of the cure period.
Steven Madden, Ltd. designs and markets fashion-forward footwear and accessories
for women, men and children. The shoes and accessories are sold through
company-owned retail stores, department stores, apparel and footwear specialty
stores, and online at www.stevemadden.com. The Company has several licenses for
its brands, including dresses, outerwear, cold weather accessories, eyewear, and
girls apparel and owns and operates 100 retail stores, including its online
store. Through its wholly-owned subsidiary, Daniel M. Friedman & Associates, the
Company is the licensee for Betsey Johnson handbags and belts, Ellen Tracy
belts, and Tracy Reese handbags and belts.
Statements in this press release that are not statements of historical or
current fact constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown
factors that could cause the actual results of the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. In addition to statements which
explicitly describe such risks and uncertainties readers are urged to consider
statements labeled with the terms "believes", "belief", "expects", "intends",
"anticipates" or "plans" to be uncertain and forward-looking. The forward
looking statements contained herein are also subject generally to other risks
and uncertainties that are described from time to time in the Company's reports
and registration statements filed with the Securities and Exchange Commission.