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) May 23, 2001
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STEVEN MADDEN, LTD.
(Exact name of registrant as specified in its charter)
Delaware 0-23702 13-3588231
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Formation)
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 changes since last report)
Item 5. Other Events.
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On May 23, 2001, Steven Madden, the founder and Chief Executive Officer
of Steven Madden, Ltd. (the "Company"), entered into a plea agreement with the
U.S. Attorney's Office related to the federal charges filed against him in June
2000. In addition, Mr. Madden reached a separate settlement agreement with the
Securities and Exchange Commission. As a result, effective as of July 1, 2001,
Mr. Madden will resign as the Company's Chief Executive Officer and will become
the Company's Creative and Design Chief and in addition, will resign from the
Company's Board of Directors at that time. It is expected that Mr. Madden will
be sentenced in September 2001 and will return to work for the Company as its
Creative and Design Chief following his incarceration. Under the agreement with
the SEC, Mr. Madden has agreed to not serve as an officer or director of a
publicly traded company for 7 years.
In connection with these events, the Company has postponed its annual
meeting of stockholders from May 25, 2001 to July 10, 2001.
Item 7. Financial Statements, Pro Forma Information and Exhibits.
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(c) Exhibit
1. Press Release of the Registrant dated May 23, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
STEVEN MADDEN, LTD.
By: /s/ Steven Madden
--------------------------------
Steven Madden
Chief Executive Officer
Dated: May 24, 2001
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Exhibit 1
Wednesday May 23, 11:28 am Eastern Time
PRESS RELEASE
STEVEN MADDEN, LTD. ANNOUNCES MANAGEMENT CHANGE
CEO SETTLES GOVERNMENT CHARGES UNRELATED TO THE COMPANY'S BUSINESS
COMPANY POSTPONES ANNUAL MEETING UNTIL JULY 10
LONG ISLAND CITY, N.Y.--(BUSINESS WIRE)--May 23, 2001--The Board of Directors of
Steven Madden, Ltd. (NASDAQ:SHOO - news) today announced that Steve Madden will
not stand for reelection as a Director of the Company at its next annual meeting
and will relinquish his role as an officer of the Company effective July 1,
2001.
The announcement follows Mr. Madden's plea agreement with the U.S. Attorney's
Office, which is unrelated to the Company and its business. In addition, Mr.
Madden has reached a separate settlement agreement with the Securities and
Exchange Commission.
On July 1, 2001, Mr. Madden will become Creative and Design Chief of the
Company. He will act in this capacity until his departure, which is anticipated
late this year. Mr. Madden is expected to return to this position upon
completion of any time he serves.
The Company also reaffirmed a number of previously announced management changes.
Jamieson Karson will succeed Steve Madden as Chief Executive Officer as planned
on July 1, 2001. As Design Director for the Steve Madden brand, Rachelle Watts
will play an integral role in further building the Company's core brand.
Charles Koppelman, Executive Chairman of the Board of Directors, commented,
"Today is a difficult day for the Company. We cannot help but recognize Steve's
vision, inspiration and energy, which have done so much to build this dynamic
and successful company. The Board of Directors also acknowledges that Steve
faces consequences for the charges, which were resolved in the plea agreement
and a separate settlement agreement with the Securities and Exchange Commission.
The Board has considered all of the facts in this context and has decided it
would be in the best interest of the Company for Steve to continue to create and
design for the Company."
Mr. Koppelman continued, "One of Steve's most significant accomplishments as
Chief Executive Officer was assembling management and design teams that are
second to none. At the senior management level, Jamieson Karson, our new Chief
Executive Officer, Rhonda Brown, President, and I will focus on guiding the
strategic direction of the Company. On the product and design side, we have a
15-member team that encompasses some of the best talent in the industry. More
specifically, Rachelle Watts, who was named Design Director for the Steve Madden
line in early May, will continue her role in working to further the success of
the Company's largest and most visible brand. Our entire design team will
continue to concentrate on creating the unique, fashion-forward footwear that
has been the hallmark of this Company."
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Rhonda Brown, President, said, "As we move forward, the Company is extremely
strong, positioning us to maintain our superior status in the footwear market
and enhance our growing market share. We are fortunate to have so many talented
and experienced people in our organization. Each of our divisions is well
positioned under the leadership of brand managers and presidents. Our operations
team, led by our Chief Operating Officer Richard Olicker, continues to be very
strong. All of us are united in our commitment to build upon our tremendous
track record of developing distinctive brands, designing innovative products and
generating strong financial growth as evidenced by our achievement of 19
consecutive quarters of meeting or exceeding analysts expectations."
The Company also announced that in connection with recent events, it is required
to amend its proxy statement, which will be sent to shareholders on or about
June 11, 2001. As a result, the Company's annual shareholder meeting has been
rescheduled for July 10, 2001. A new record date for the annual meeting will be
set for June 5, 2001.
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, www.stevies.com, and www.stevemaddenmens.com. The Company
has several licenses for the Steve Madden & Stevies brands -- including
outerwear, leather sportswear, eyewear, hosiery, watches, handbags, and belts --
owns and operates two retail stores under its David Aaron brand, and is the
licensee for l.e.i. Footwear and Jordache 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.
Contact:
Steven Madden, Ltd.
Charles Koppelman
Executive Chairman
Rhonda J. Brown
President
(718) 446-1800
or
Investor Relations:
Morgen-Walke Associates
David Walke/Cara O'Brien/Jack Cohen
Press: Stacy Roth
(212) 850-5600
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