UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment #2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005 Commission File Number 0-23702
STEVEN MADDEN, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3588231
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
52-16 Barnett Avenue, Long Island City, New York 11104
(Address of principal executive offices) (Zip Code)
(718) 446-1800
(Registrant's Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
Preferred Stock Purchase Rights
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the common equity held by non-affiliates of
the registrant (assuming for these purposes, but without conceding, that all
executive officers and Directors are "affiliates" of the registrant) as of June
30, 2005, the last business day of the registrant's most recently completed
second fiscal quarter, was approximately $233,359,000 (based on the closing sale
price of the registrant's common stock on that date as reported on The Nasdaq
National Market).
The number of outstanding shares of the registrant's common stock as of
March 9, 2006 was 13,846,168 shares.
EXPLANATORY NOTE
Steven Madden, Ltd. (the "Company") is filing this Amendment No. 2 on Form
10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31,
2005 solely for the purpose of adding Exhibit 10.29 to the original Form 10-K.
The Amendment does not reflect events occurring after the filing of the original
Form 10-K and, other than the addition of the exhibit referenced above to the
exhibit lists and the filing of such exhibit, does not modify or update the
disclosure in the original Form 10-K.
Item 15. Exhibits and Financial Statement Schedules.
(b) Exhibits.
10.29 Employment Agreement between the Company and Amelia Newton Varela,
effective as of October 1, 2004.#
31.01 Certification of Chief Executive Officer pursuant to Rule 13a-14 or
15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.02 Certification of Chief Financial Officer pursuant to Rule 13a-14 or
15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
- -------------------------
# Indicates management contract or compensatory plan or arrangement required
to be identified pursuant to Item 15(b).
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: New York, New York
May 8, 2006
STEVEN MADDEN, LTD.
By: /s/ JAMIESON KARSON
------------------------------------
Jamieson Karson
Chairman and Chief Executive Officer
STEVEN MADDEN, LTD.
FORM 10-K/A
EXHIBITS
--------
10.29 Employment Agreement between the Company and Amelia Newton Varela,
effective as of October 1, 2004.#
31.01 Certification of Chief Executive Officer pursuant to Rule 13a-14 or
15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.02 Certification of Chief Financial Officer pursuant to Rule 13a-14 or
15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
- -------------------------
# Indicates management contract or compensatory plan or arrangement required
to be identified pursuant to Item 15(b).
Exhibit 10.29
AMELIA VARELLA
EMPLOYMENT AGREEMENT
STEVE MADDEN - WHOLESALE WOMENS DIVISION
- --------------------------------------------------------------------------------
TITLE Executive Vice President (of SML) -Wholesale Sales
- --------------------------------------------------------------------------------
TERM EFFECTIVE 10/1/2004
- --------------------------------------------------------------------------------
BASE SALARY $300,000 10/01/2004
- --------------------------------------------------------------------------------
BONUS Within ninety days following the end of each
calendar year beginning December 31st, 2004 and
every calendar year thereafter, the Company shall
pay Exec. An annual cash bonus equal to 2% of the
increase in the Company's wholesale divisions'
EBIT of the fiscal year over the Company's
wholesale divisions' EBIT of prior fiscal year.
- --------------------------------------------------------------------------------
CASH COMPENSATION If Executive still employed by company by
12/31/07, then she will be entitled to a cash
compensation of $225,000 (75% of one year salary
or 25% per year of contract) less any applicable
taxes by law.
- --------------------------------------------------------------------------------
CAR ALLOWANCE & INSURANCE MONTHLY CAR AND INS. ALLOWANCE $1,250.00
- --------------------------------------------------------------------------------
Convenant Not to Compete The Executive recognizes that the service to be
performed by it hereunder is special and unique.
In consideration of the compensation granted
herein, Executive agrees that, in the event it
either terminates this agreement of its own accord
(without good cause) or it is terminated by the
Company for cause prior to the expiration of this
agreement, for a period of 12 months following
such termination, Executive shall not engage in or
accept employment with any competitive business
for its special and unique services.
If Executive terminates its relationship with
the Company prior to the expiration of the term,
She agrees to forfeit and surrender any unpaid
compensation without further liability to the
Company.
- --------------------------------------------------------------------------------
/s/ AMELIA NEWTON
- -----------------------
Amelia Newton
/s/ JAMIE KARSON
------------------------------
Jamie Karson, C.E.O
/s/ ARVIND DHARIA
------------------------------
Arvind Dharia, C.F.O
Exhibit 31.01
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Jamieson A. Karson, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of Steven
Madden, Ltd.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting
to be designed under our supervision, to provide
reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal control over financial
reporting.
/s/ JAMIESON A. KARSON
- ------------------------------------
Jamieson A. Karson
Chairman and Chief Executive Officer
May 8, 2006
Exhibit 31.02
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Arvind Dharia, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of Steven
Madden, Ltd.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal controls over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting
to be designed under our supervision, to provide
reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors
and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal control over financial
reporting.
/s/ ARVIND DHARIA
- -----------------------
Arvind Dharia
Chief Financial Officer
May 8, 2006