SEC Filing | Steven Madden Ltd

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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) JUNE 20, 2000 STEVEN MADDEN, LTD. ------------------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 0-23702 13-3588231 - -------------------------------------------------------------------------------- (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) FORMATION) 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 ------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT) -------------------------------------------------------------

ITEM 5. OTHER EVENTS. On June 20, 2000, Steven Madden, the Registrant's former Chairman and current Chief Executive Officer, was indicted in the Southern District and Eastern District of New York. The indictments allege that Mr. Madden engaged in securities fraud and money laundering activities. In addition, the Securities and Exchange Commission (the "SEC") filed a complaint in the United States District Court for the Eastern District of New York alleging that Mr. Madden violated Section 17(a) of the Securities Act of 1933, as amended, and Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Neither the indictments nor the SEC complaint alleges any wrongdoing by the Registrant or its other officers and directors. Mr. Madden has denied any improper conduct and has advised the Registrant that he will vigorously defend himself against any and all charges. On June 21, 2000, a class action lawsuit was filed in United States District Court for the Eastern District of New York against the Registrant, Steven Madden, Rhonda Brown, a director and the President and Chief Operating Officer of the Registrant, and Arvind Dharia, a director and the Chief Financial Officer of the Registrant, seeking remedies under the Exchange Act. Several other similar actions have been filed against the Registrant. On June 21, 2000, Steven Madden temporarily resigned as Chairman of the Board of Directors and the Registrant appointed Charles Koppelman as acting Chairman of the Board. Mr. Koppelman has been a director of the Registrant since June 1998. Mr. Madden continues to serve as the Registrant's Chief Executive Officer. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS. (c) Exhibits 1. Press Release of the Registrant dated June 20, 2000. 2. Press Release of the Registrant dated June 21, 2000. 2

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: June 28, 2000 3

STEVEN MADDEN, LTD. STATEMENT REGARDING C.E.O.

LONG ISLAND CITY, N.Y., June 20 /PRNewswire/ -- Steven Madden Ltd. (Nasdaq: SHOO
- - news) issued the following statement regarding the federal charges filed
against its Chairman and C.E.O., Steve Madden.

Unfortunately, the Company has not yet seen the charges brought against its
Chairman and Chief Executive Officer. The Company has been assured by Mr.
Madden's personal attorney that Steve Madden denies any improper conduct and
will vigorously defend himself against any and all charges.

The Company's management and Board of Directors are closely monitoring the
situation. The Company's business remains strong and it plans to continue to
execute its long-term strategies. Steven Madden Ltd. designs and markets
fashion-forward footwear for women, girls and "tween" consumers. The shoes are
sold through Steve Madden Retail Stores, Department Stores, Apparel and Footwear
Specialty Stores, and on-line @ www.stevemadden.com and @ www.stevies.com. The
Company has several licenses - including leather sportswear, outerwear, eyewear,
hosiery, jewelry, belts, fashion accessories, and handbags - owns and operates a
retail store 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


STEVEN MADDEN, LTD. ANNOUNCES THAT STEVE MADDEN WILL REMAIN CEO; APPOINTS
DIRECTOR CHARLES KOPPELMAN ACTING CHAIRMAN


LONG ISLAND CITY, N.Y., June 21 /PRNewswire/ -- Steven Madden Ltd. (Nasdaq:
SHOO) today announced that Steve Madden will continue to serve as Chief
Executive Officer of the Company. Mr. Madden will temporarily relinquish his
role as Chairman of the Board. The Company's Board of Directors unanimously
requested that Charles Koppelman assume the position of Acting Chairman of the
Board of Directors. Mr. Koppelman, currently an outside Director, accepted the
appointment, which is effective immediately.

The Company's Board of Directors met on Wednesday to review charges filed in
federal court against Mr. Madden. The Board unanimously agreed that Mr. Madden
should continue in his capacity as Chief Executive Officer.

No charges have been filed against the Company or any of its other Officers or
Directors. Mr. Madden has denied any improper conduct and will vigorously defend
himself against any and all charges.

An outside director of the Steven Madden Ltd. Board of Directors since June
1998, Mr. Koppelman is also Chairman and Chief Executive Officer of CAK
Entertainment and CAK Universal Credit Corp., a company that provides financing
for the entertainment, sports and licensing industries. Mr. Koppleman is also
Chairman of Worldwide Entertainment & Sports Corp. From 1988 to 1997, Mr.
Koppelman, who is 60, served as Chairman and Chief Executive Officer of EMI
Capital Music, NA.

Mr. Koppelman said, "As a member of the Board since 1998, I have been pleased to
be associated with this innovative and creative Company. Steven Madden Ltd. has
experienced strong growth and established itself as one of the premier
fashion-forward footwear manufacturers and retailers. The Company has a senior
management team with tremendous talent and depth of experience. I look forward
to working with them even more closely in my new role."

"I am gratified by the support I have received from the Board, our employees and
our partners," said Mr. Madden. "I look forward to continuing to serve the
Company as CEO and leading our eleven-member design team. Over the coming weeks,
we will be working diligently to prepare for the launching of our new line at
the WSA Shoe Show in Las Vegas in August."

Rhonda J. Brown, President and Chief Operating Officer, commented, "The outlook
for our business remains strong, and we will remain focused on executing our
business plans."

Steven Madden Ltd. designs and markets fashion-forward footwear for women, girls
and "tween" consumers. The shoes are sold through Steve Madden Retail Stores,
Department Stores, Apparel and Footwear Specialty Stores, and on-line @
http://www.stevemadden.com and @ http://www.stevies.com. The Company has several
licenses -- including leather sportswear, outerwear, eyewear, hosiery, jewelry,
belts, fashion accessories, and handbags -- owns and operates a retail store
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.