UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 16, 2004
STEVEN MADDEN, LTD.
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(Exact name of registrant as specified in its charter)
Delaware 0-23702 13-3588231
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
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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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)
[ ] 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 5.02 Departure of Directors or Principal Executive Officers;
Election of Directors; Appointment of Principal Officers.
On December 16, 2004, Steven Madden, Ltd. (the "Company")
issued a press release announcing that Harold Kahn, the former
Chairman and Chief Executive Officer of Macy's East, has been
elected to the Company's board of directors effective
immediately. No decision has yet been made with respect to the
committee(s) of the board on which Mr. Kahn will serve.
Mr. Kahn is not party to any arrangement or understanding with
any person pursuant to which Mr. Kahn was elected as a
director, nor is Mr. Kahn a party to any transaction, or
series of transactions, required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Kahn's election to
the Company's board of directors is attached as Exhibit 99.1
to this report and is incorporated herein by reference.
Item 9.01(c) Financial Statements and Exhibits.
99.1 Press Release of Steven Madden, Ltd. dated
December 16, 2004.
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SIGNATURE
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.
STEVEN MADDEN, LTD.
By: /s/ JAMIESON KARSON
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Name: Jamieson Karson
Title: Chairman and Chief Executive
Officer
Date: December 17, 2004
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Exhibit 99.1
Company Contact: Richard Olicker
President, Chief Operating Officer
Steven Madden, Ltd.
(718) 446-1800
Investor Relations: Cara O'Brien/Lila Sharifian
Press: Melissa Merrill
Financial Dynamics
(212) 850-5600
FOR IMMEDIATE RELEASE
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I. STEVEN MADDEN, LTD. ELECTS HAROLD KAHN TO ITS BOARD OF DIRECTORS
LONG ISLAND CITY, N.Y. - December 16, 2004 - Steven Madden, Ltd. (NASDAQ: SHOO),
a leading designer, wholesaler and marketer of fashion footwear for women, men
and children, today announced that Harold Kahn has been elected to the Company's
Board of Directors, effective immediately. The addition of Mr. Kahn expands the
Company's Board to eight members, while increasing the number of independent
directors to five.
Mr. Kahn, 59, has over 35 years of experience in the retail industry. Until
March 2004, Mr. Kahn served as Chairman and Chief Executive Officer of Macy's
East, a $5 billion division of Federated Department Stores, Inc. Prior to that,
he held the positions of Chief Executive Officer of Federated's former Abraham
and Straus division, President of Montgomery Ward, and Chief Executive Officer
of Macy's South and Macy's West. Currently, Mr. Kahn heads HDK Associates, a
consulting company that advises financial and investment groups.
Commenting on the appointment, Jamieson A. Karson, Chairman and Chief Executive
Officer, stated, "Hal is a valuable new addition to our Board of Directors and
we are very pleased to welcome him to Steven Madden, Ltd. He has had a very
distinguished career and his extensive background in the retail industry,
together with his candid, objective input, will strengthen and enhance our
Board. We are confident he will bring a unique and experienced perspective to
our business and look forward to his contributions as we continue to work
towards delivering long-term value for our shareholders."
"Steven Madden, Ltd. is a Company with a very solid portfolio of brands and I
value the opportunity to join the Board and contribute to the long-term growth
of the business," said Mr. Kahn on the occasion of his election to the Board.
"I've known Steven Madden, Ltd. and its industry for some time. The Company has
a solid management team that has deep experience in the retail industry and has,
under the leadership of Jamie Karson, weathered a very challenging retail
environment. The opportunities for the Company in the present environment are
excellent and I am excited to work with management to implement the Company's
strategic plan and to capitalize on future market opportunities."
Mr. Kahn recently resigned from Barington Capital's Advisory Board and is no
longer affiliated with Barington in any respect. Mr. Kahn is joining Steven
Madden, Ltd. as an independent board member and his role is to further the
interests of all shareholders.
Steven Madden, Ltd. designs and markets fashion-forward footwear for women, men
and children. The shoes are sold through Steve Madden retail stores, department
stores, apparel and footwear specialty stores, and on-line at
www.stevemadden.com. The Company has several licenses for the Steve Madden and
Stevies brands, including eyewear, hosiery, and belts, owns and operates one
retail store under its Steven brand, and is the licensee for l.e.i Footwear,
Candie's Footwear and UNIONBAY Men's Footwear.
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.
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