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): OCTOBER 18, 2007
STEVEN MADDEN, LTD.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-23702 13-3588231
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
52-16 Barnett Avenue, Long Island City, New York 11104
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (718) 446-1800
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Not Applicable
(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 8.01 OTHER EVENTS.
On October 18, 2007, the Board of Directors of Steven Madden, Ltd. (the
"Company") has formed a committee to evaluate strategic alternatives to enhance
shareholder value (the "Committee"). The Committee is comprised of Peter
Migliorini, Richard P. Randall and Walter Yetnikoff, with Mr. Yetnikoff
designated as Chairman of the Committee. The Committee has been charged, among
other things, with the responsibility for evaluating any potential transaction.
Any potential transaction recommended by the Committee will be considered by the
Company's full Board of Directors. The Committee has retained Peter J. Solomon &
Company, which has previously provided consulting services to the Company, as
its financial advisor, and Weil, Gotshal & Manges LLP as its independent legal
counsel. 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.
99.1 Press Release, dated October 18, 2007, regarding the Company's announcement
that it was exploring strategic alternatives.
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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.
Date: October 23, 2007
Steven Madden, Ltd.
By: /s/ Jamieson A. Karson
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Name: Jamieson A. Karson
Title: Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Press Release, dated October 18, 2007, regarding the Company's
announcement that it was exploring strategic alternatives.
4
Exhibit 99.1
STEVEN MADDEN, LTD. ANNOUNCES STRATEGIC REVIEW
LONG ISLAND CITY, N.Y., October 18, 2007/PRNewswire-FirstCall/ -- Steven Madden,
Ltd. (Nasdaq: SHOO), a leading designer and marketer of fashion footwear and
accessories for women, men and children, today announced that it has received
inquiries from third parties with respect to an acquisition of the Company and
shareholder communications urging that the Company explore alternatives to
enhance shareholder value. The Board of Directors has determined to evaluate
strategic alternatives available to the Company and, to this end, has formed a
Strategic Review Committee of the Board comprised of three independent
directors, Peter Migliorini, Richard P. Randall and Walter Yetnikoff, with Mr.
Yetnikoff serving as Chairman. The Committee has been charged, among other
things, with the responsibility for evaluating any potential transaction, with
any transaction recommended by the Committee to be considered by the full Board
of Directors. The Strategic Review Committee has retained Peter J. Solomon &
Company, which has previously provided consulting services to the Company, as
its financial advisor, and Weil, Gotshal & Manges LLP as its independent legal
counsel. There can be no assurance that this process will result in any changes
to the Company's current plans. The Company does not expect to disclose further
developments regarding the process until the review of strategic alternatives
has been completed.
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.
Except as required by law, we expressly disclaim any intent or obligation to
update any forward-looking statements.
SOURCE: Steven Madden, Ltd.
CONTACT: Company, Ed Rosenfeld, Executive Vice President, Strategic
Planning and Finance of Steven Madden, Ltd., +1-718-446-1800; Investor
Relations, Cara O'Brien and Leigh Parrish, or Press, Melissa Merrill,
all of Financial Dynamics, +1-212-850-5600, for Steven Madden, Ltd.
Web site: http://www.stevemadden.com
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(SHOO)