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: April 11, 2008
(Date of
earliest event reported)
STEVEN
MADDEN, LTD.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-23702
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13-3588231
|
|
(State
or Other Jurisdiction
|
(Commission
File No.)
|
(IRS
Employer
|
|
of
Incorporation)
|
Identification
Number)
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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
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):
G Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
G Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
G
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b))
G
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement
Reference is made to Item 5.02 below
which is hereby incorporated herein.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the terms and conditions
of a Termination Agreement, dated April 11, 2008 (the “Termination Agreement”),
Jeffrey Silverman resigned from his position as President of Steven Madden, Ltd.
(the “Company”) effective as of April 4, 2008. Pursuant to the
Termination Agreement, (i) the Company has agreed to accelerate the $600,000
payment due to Mr. Silverman on June 30, 2008, pursuant to the terms and
conditions of that certain Settlement and Release Agreement, dated as of
December 21, 2007 (see Exhibit 10.1 to the Company’s Form 8-K dated December 21,
2007), to April 19, 2008, and (ii) the Company and Mr. Silverman agreed to
release each other from claims which may arise from events occurring prior to
the date of the Termination Agreement. In addition, the Company has
retained Mr. Silverman to act as a consultant to the Company in connection with
the Company’s on-line and internet business operations for the period beginning
April 19, 2008 and ending June 30, 2008. In consideration of such
services, Mr. Silverman is entitled to receive $140,769.23.
The
foregoing description of the Termination Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Termination Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K,
which is incorporated by reference herein.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits.
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10.1
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Termination
Agreement, dated April 11, 2008, between Steven Madden, Ltd. and Jeffrey
Silverman.
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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.
| STEVEN MADDEN, LTD. | |||
|
Date:
April
15, 2008
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By:
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/s/ Edward R. Rosenfeld | |
| Edward R. Rosenfeld | |||
| Chief Executive Officer | |||
TERMINATION AGREEMENT, dated
as of April 11, 2008 (the “Agreement”), by and between STEVEN MADDEN, LTD., a
Delaware corporation (the “Company”), and JEFFREY SILVERMAN (the
“Executive”).
RECITALS
WHEREAS, the Executive is
employed by the Company pursuant to an Employment Agreement, dated as of May 16,
2007, by and between the Company and the Executive (the “Original Employment
Agreement”), as amended by an Amendment to Employment Agreement, dated as of
December 21, 2007, by and between the Company and the Executive (the
“Amendment”) (the Original Employment Agreement, as amended by the Amendment,
the “Employment Agreement”).
WHEREAS, the Company and the
Executive desire to terminate the Executive’s employment with the Company upon
and subject to the terms and conditions set forth herein.
NOW, THEREFORE, upon the
agreements and covenants set forth herein, the parties hereto agree as
follows:
1. EMPLOYMENT
TERMINATION; PAYMENTS; EMPLOYMENT AGREEMENT.
1.1 The
parties hereby acknowledge and agree that, effective at the close of business on
April 4, 2008, the Executive resigned his employment with the
Company.
1.2 On the
Agreement Effective Date (as hereinafter defined), the Company will pay to the
Executive the $600,000 lump-sum payment referred to in Section 1 of the
Settlement and Release Agreement, dated as of December 21, 2007, by and between
the Company and the Executive (the “Settlement Agreement”). The
amount to be paid to the Executive pursuant to this Section 1.2 (and, subject to
the terms and conditions of this Agreement, Section 6 hereof) shall constitute
the sole and exclusive remedy of the Executive, and the Executive shall not be
entitled to any other or further compensation, rights or benefits hereunder,
under the Employment Agreement, under the Settlement Agreement or
otherwise.
1.3 The
parties agree that the termination of the Executive’s employment with the
Company shall not result in a termination of the Employment
Agreement. The provisions of Sections 6, 7 and 8 of the Original
Employment Agreement (as amended by the Amendment) shall survive the termination
of the Executive’s employment; provided; however, that unless the Executive
revokes this Agreement as provided in Section 2.5 hereof, the reference to July
1, 2008 in Section 6(b) of the Original Employment Agreement (as amended by the
Amendment) is hereby deemed to refer to the Agreement Effective
Date.
2. WAIVER
AND RELEASE. As consideration for this Agreement and the
rights granted to the Executive herein, the Executive hereby makes the following
acknowledgments and agreements. For purposes of this Section 2, the
term “Company” shall include the Company and each and every of its
subsidiaries, affiliates, divisions, parents, and respective predecessors,
successors and assigns and their respective directors, officers,
representatives, shareholders, agents, employees, consultants and independent
contractors, past, present and future.
2.1 The terms
and implications of this Agreement have been fully explained to the
Executive.
2.2 The
Executive has been advised that he has twenty-one (21) days to consider this
Agreement and decide for himself whether or not he wants to sign
it.
2.3 The
Executive has been advised to consult with an attorney of his choice concerning
this Agreement and the implications to the Executive of signing or not signing
it.
2.4 The
Executive has carefully considered other alternatives to executing this
Agreement, and has decided that he wants to sign it.
2.5 The
Executive is entitled to change his mind and revoke this Agreement within seven
(7) days of signing it (the “Revocation Period”). This Agreement will
not become effective and the Executive will not receive any of the benefits set
out below until the eighth day after the Executive signs it (the “Agreement
Effective Date”). Any revocation within the Revocation Period must be
submitted, in writing, to the Chief Executive Officer of the Company and state,
“I hereby revoke my acceptance of the Termination Agreement between the Company
and me.” The revocation must be received by the Chief Executive
Officer by the end of the Revocation Period. If the last day of the
Revocation Period is a Saturday, Sunday, or legal holiday in the state of New
York, then the Revocation Period shall not expire until the next following day
which is not a Saturday, Sunday, or legal holiday and the Agreement Effective
Date shall be likewise extended. In the event of a timely revocation
by the Executive, this Agreement shall be deemed null and void.
2.6 By
entering into this Agreement, the parties do not admit, and specifically deny,
any liability or wrongdoing, or violation of any law, statute, order, regulation
or policy. It is expressly understood and agreed that this Agreement
is being entered into solely for the purpose of avoiding the costs of litigation
and amicably resolving all matters in controversy, disputes, causes of action,
claims, contentions and differences of any kind whatsoever which have been or
could have been alleged by the respective parties against each
other.
2.7 The
Executive acknowledges that he knows that there are various federal, state and
local laws which prohibit employment discrimination on the basis of age, sex,
race, color, creed, national origin, marital status, religion, disability or
veteran status and that these laws are enforced through the Federal Equal
Employment Opportunity Commission, the New York State Division of Human Rights
and various city, county and local human rights agencies. In
addition, the Executive acknowledges that he knows that there are other federal,
state and local laws of other types or description regarding employment,
including, but not limited to, claims arising from or derivative of the
Executive’s employment with the Company. For the consideration set
forth in this Agreement, to which the Executive is not otherwise entitled, the
Executive intends to voluntarily give up any rights he may have under these or
any other law with respect to his employment with the Company or the termination
of his employment, including his rights under the Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C. §621 et. seq. (“ADEA”), and Title
VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000 et. seq.
(“Title VII”). The parties agree that this is not an acknowledgment
that the Company has violated any law or regulation and the Company specifically
denies having done so.
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2.8 The
consideration set forth herein is in full and complete satisfaction of all
claims whatsoever. The Executive hereby releases, waives, and forever discharges
any and all claims of any kind against the Company arising from the Executive’s
employment and/or separation from employment with the Company, or from any other
matter whatsoever up to and including the date of this Agreement, whether known
or unknown, that he may have or had, including, but not limited to, fraud,
claims arising under ADEA, Title VII, the Civil Rights Act of 1866, 42 U.S.C.
§1981, 42 U.S.C. §1983, The Equal Pay Act, as amended, 29 U.S.C. §206(d)(1), the
Fair Labor Standards Act of 1938, as amended, 29 U.S.C. §201 et. seq., the
Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et. seq., the Employee
Retirement Income Security Act of 1974, as amended, 29 U.S.C. §1001 et. seq.,
the Americans with Disabilities Act, 42 U.S.C. §12101 et. seq., the Civil Rights
Act of 1991, 105 Stat. 1071, Executive Order 11246, and any other federal, state
and local fair employment practice law, workers’ compensation law, unemployment
insurance law, and any other employee relations duties and obligations, whether
imposed by express or implied contract, tort (including, but not limited to, all
intentional torts, negligence, negligent hiring, training, supervision or
retention), common law, equity, public policy statute, executive order or law,
any claims for physical or emotional distress or injuries, or any other duty
obligation of any kind or description, as well as any rights or claims the
Executive or his attorney or other representative have or may have for costs,
expenses, attorneys’ fees or otherwise.
2.9 The
Executive agrees to keep this Agreement confidential and not to reveal its
contents to anyone except his attorney, his immediate family or his financial
Executive, or as required by law. The Company agrees to keep this
Agreement confidential and not to reveal the contents to anyone except its
attorneys, accountants, officers, directors and human resources director, or as
required by law or regulation, including pursuant to the disclosure requirements
of the Securities and Exchange Commission and The Nasdaq Stock
Market.
2.10 The
Executive agrees that he will not in any way disparage the Company, or make or
solicit any comments, statements or the like, to the media, to current, future
or former employees or to other persons or entities that may be considered to be
derogatory or detrimental to the good name or business reputation of the
Company. The Executive similarly agrees not to otherwise take or
condone any action which is intended, or would reasonably be expected, to harm
the Company, to impair the Company’s reputation, or to lead to unwanted or
unfavorable publicity to the Company. The Executive understands that
any unauthorized disclosure or disparagement by him or by anyone to whom he
discloses such information will result in the forfeiture of all amounts paid by
the Company under this Agreement.
2.11 This
Agreement has been executed freely, knowingly and voluntarily by the Executive
without duress, coercion, or undue influence, with a full understanding of its
terms. The Executive acknowledges and agrees that, prior to executing
this Agreement, he has been provided with sufficient time in which to consider
this Agreement and that, in deciding to execute this Agreement, he has relied on
his own judgment and further acknowledges that he is fully aware of its contents
and of its legal effects. The parties to this Agreement agree that no
fact, evidence or transaction currently unknown to them but which may hereafter
become known to them shall affect in any way or manner the final or
unconditional nature of this Agreement.
2.12 BY
SIGNING THIS AGREEMENT, THE EXECUTIVE STATES THAT: HE HAS READ IT; HE
UNDERSTANDS IT AND KNOWS THAT HE IS GIVING UP IMPORTANT RIGHTS; HE AGREES WITH
EVERYTHING IN IT; HE WAS TOLD, IN WRITING, TO CONSULT AN ATTORNEY BEFORE SIGNING
IT; HE HAS BEEN ADVISED THAT HE HAS 21 DAYS TO REVIEW THE AGREEMENT AND THINK
ABOUT WHETHER OR NOT HE WANTS TO SIGN IT; AND HE HAS SIGNED IT KNOWINGLY AND
VOLUNTARILY.
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3. COMPANY
RELEASE. The Company hereby releases, waives, and forever
discharges any and all claims of any kind against the Executive arising from the
Executive’s employment and/or separation from employment with the Company, or
from any other matter whatsoever up to and including the date of this Agreement,
whether known or unknown, that it may have or had.
4. AFFIRMATIONS. The
Executive affirms that he has not filed, caused to be filed, or presently is a
party to any claim, complaint, or action against the Company in any
forum. The Executive furthermore affirms that he has no known
workplace injuries or occupational diseases.
5. VENDOR
PAYMENTS. The Company hereby covenants and agrees that, provided
that the Executive has not revoked this Agreement as provided in Section 2.5
hereof, on the Agreement Effective Date, the Company will pay the Company
vendors set forth on Schedule 5 attached hereto and made a part hereof the
amounts indicated on such Schedule as owing by the Company. The
Company shall have no obligation to the Executive with respect
thereto.
6. CONSULTING
AGREEMENT.
6.1 Subject
to the terms and conditions set forth herein, provided that the Executive has
not revoked this Agreement as provided in Section 2.5 hereof, during the period
commencing on the Agreement Effective Date and terminating on June 30, 2008, the
Company hereby retains the Executive, and the Executive hereby accepts such
retention, to act as a consultant to advise and assist in the maintenance and
growth of the Company’s on-line and internet business operations (the
“Services”). None of such Services shall be provided by the Executive
unless and until the Company requests the particular services in
writing.
6.2 In
consideration for the Services to be provided hereunder, provided that the
Executive has not revoked this Agreement as provided in Section 2.5 hereof, the
Company shall pay the Executive One Hundred Forty Thousand Seven Hundred
Sixty-Nine Dollars and Twenty-Three Cents ($140,769.23) on the Agreement
Effective Date.
6.3 The
relationship created hereunder is that of the Executive acting as an independent
contractor. It is expressly acknowledged and agreed that the
Executive shall have no authority to bind the Company to any agreement or
obligation with any third party. The Executive acknowledges and
agrees further that, since he is not an employee of the Company, the Company
shall not be responsible for the withholding or payment of any
taxes.
7. COMPLIANCE
WITH AGREEMENTS. Provided that the Executive has not revoked
this Agreement as provided in Section 2.5 hereof, Compo Enhancements, LLC
(“Compo”) shall comply with those written agreements between Compo and those
sub-contractors in Romania as more fully described on Schedule 7 attached hereto
and made a part hereof.
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8. CHOICE OF
LAW. The parties agree that this Agreement shall be governed
by and construed in accordance with the laws of the State of New York, excluding
choice of law principles thereof.
9. ENTIRE
AGREEMENT. This Agreement
contains the full and complete understanding and agreement of the parties hereto
with respect to the subject matter contained herein and supersedes all prior or
contemporaneous written or oral understandings or agreements with respect to the
subject matter hereof. No modification of this Agreement shall be
binding unless made in writing and signed by the party sought to be
charged.
10. BINDING
EFFECT. This Agreement
shall be binding upon, and shall inure to the benefit of, the parties hereto and
their respective successors, assigns and legal representatives.
11. WAIVER;
SEVERABILITY. The waiver by
either party of a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any subsequent breach. If any provision of this
Agreement, or part thereof, shall be held to be invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and not in
any way affect or render invalid or unenforceable any other provisions of this
Agreement, and this Agreement shall be carried out as if such invalid or
unenforceable provision, or part thereof, had been reformed, and any court of
competent jurisdiction is authorized to so reform such invalid or unenforceable
provision, so that it would be valid, legal and enforceable to the fullest
extent permitted by applicable law.
12. NOTICES;
DELIVERIES. Any and all notices or other communications or
deliveries required or permitted to be given or made pursuant to any of the
provisions of this Agreement shall be deemed to have been duly given or made for
all purposes when hand delivered or sent by certified or registered mail, return
receipt requested and postage prepaid, or overnight mail or courier as
follows:
If to the
Company or Compo:
Steven
Madden, Ltd.
52-16
Barnett Avenue
Long
Island City, New York 11104
Attn: Chief
Executive Officer
5
with a
copy to:
Certilman
Balin Adler & Hyman, LLP
90
Merrick Avenue
East
Meadow, New York 11554
Attention: Steven
J. Kuperschmid, Esq.
If to the
Executive, at his last known address as reflected in the Company’s
records,
or such
other address as shall be furnished in writing by either party, and any notice,
delivery or communication given pursuant to the provisions hereof shall be
deemed to have been given as of the date delivered or so mailed or
transmitted.
13. COUNTERPARTS;
HEADINGS. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which taken together shall constitute
one agreement. The headings contained in this Agreement are solely
for the convenience of the parties, and are not intended to and do not limit,
construe or modify any of the terms and conditions hereof.
14. REPRESENTATION
BY COUNSEL; INTERPRETATION. Each party acknowledges that it or
he has been represented by counsel, or has been afforded the opportunity to be
represented by counsel, in connection with this Agreement. Accordingly, any rule
or law or any legal decision that would require the interpretation of any
claimed ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived by the parties. The provisions of
this Agreement shall be interpreted in a reasonable manner to give effect to the
intent of the parties hereto.
[Remainder
of page intentionally left blank.]
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IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first above
written.
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STEVEN
MADDEN, LTD.
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|||
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By:
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/s/ Edward R. Rosenfeld | |
| Edward R. Rosenfeld, Chief Executive Officer | |||
| /s/ Jeffrey Silverman | |||
| Jeffrey Silverman | |||
COMPO
ENHANCEMENTS, LLC
AGREES
TO BE BOUND TO THE
PROVISIONS
OF ONLY SECTION
7
OF THIS AGREEMENT.
COMPO
ENHANCEMENTS, LLC
By:
Steven Madden, Ltd., Its Member Manager
By: /s/ Edward R.
Rosenfeld
Edward
R. Rosenfeld, Chief Executive Officer
SCHEDULE
5
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Vendor
Name
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Amount
Payable by the Company
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Liang
Xiao Hong
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$83,968.34
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Wang
You Ming
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$3,761.30
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SCHEDULE
7
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1.
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Services
Contract, dated as of January 8, 2006, by and between Web Future Studio
SRL and Compo.
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2.
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Services
Contract No. 3, effective as of August 1, 2006, by and between SC
Cybertech SRL and Compo.
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3.
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Services
Contract No. 1, dated as of January 9, 2007, by and between SC Web Net
Media SRL and Compo.
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4.
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Services
Contract, dated as of March 1, 2007, by and between SC Void Soft SRL and
Compo.
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5.
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Services
Contract, dated as of May 1, 2007, by and between Checkout Consulting SRL
and Compo.
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6.
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Services
Contract, dated as of August 1, 2007, by and between SC I Code Systems SRL
and Compo.
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7.
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Services
Contract, dated as of September 5, 2007, by and between MIDA Software 4U
SRL and Compo.
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8.
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Services
Contract, effective as of September 9, 2007, by and between SC Digital
Brand SRL and Compo.
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9.
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Services
Contract, dated as of January 21, 2008, by and between SC WeRule Studio
SRL and Compo.
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