UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 3
[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 (I.R.S. employer identification no.)
of 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 by 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. 3 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 deleting "Part I. Item 1. Business - Trademarks
and Service Marks" in its entirety and substituting a new "Part I. Item 1.
Business - Trademarks and Service Marks" in lieu thereof, as set forth below.
The Amendment does not reflect events occurring after the filing of the original
Form 10-K and, other than the changes to "Part I. Item 1. Business - Trademarks
and Service Marks" section referenced above and the filing of certifications of
the Company's chief executive officer and chief financial officer, respectively,
pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, does
not modify or update the disclosure in the original Form 10-K, as amended.
ITEM 1 BUSINESS
Trademarks and Service Marks
The STEVE MADDEN and/or STEVE MADDEN plus Design trademarks and service marks
have been registered in numerous International Classes in the United States
(Int'l Cl. 25 for clothing and footwear; Int'l Cl. 18 for leather goods, such as
handbags and wallets; Int'l Cl. 9 for eyewear; Int'l Cl. 14 for jewelry; Int'l
Cl. 3 for cosmetics and fragrances; Int'l Cl. 20 for picture frames and
furniture; Int'l Cl. 16 for paper goods; Int'l Cl. 24 for bedding; and Int'l Cl.
35 for retail store services). The Company also has pending trademark
applications in the United States for the mark STEVE MADDEN and/or STEVE MADDEN
(design) in numerous international classes (Class 2 for paints, Class 4 for
candles, Class 6 for key chains and id bracelets, Class 11 for lamps, Class 21
for housewares, Class 26 for hair accessories, Class 27 for rugs and carpets,
Class 28 for sporting goods, and Class 32 for light beverages).
The Company also has trademark registrations in the United States for the marks
EYESHADOWS BY STEVE MADDEN (Int'l Cl. 9 for eyewear), ICE TEE (Int'l Cl. 25 for
clothing and footwear), SHOE BIZ BY STEVE MADDEN (Int'l Cl. 25 for clothing and
footwear; and Int'l Cl. 35 for retail store services) STEVEN M. (Int'l Class 25
for clothing and footwear); and STEVEN (Int'l Cl. 25 for clothing and footwear,
Class 3 for cosmetics and fragrances, Class 14 for jewelry, Class 18 for leather
goods, Class 26 for hair accessories, Class 35 for retail store services, and
Class 9 for eyewear). The Company also has pending applications for STEVEN in
various international classes (Class 2 for paints, Class 4 for candles, Class 6
for key chains and id bracelets, Class 11 for lamps, Class 16 for printed
matter, Class 20 for furniture, Class 21 for housewares, Class 24 for fabrics
and bedding, Class 26 for hair accessories, Class 27 for rugs and carpets, Class
28 for sporting goods, and Class 32 for light beverages). The Company also owns
a registration for the mark SOHO COBBLER and SOHO COBBLER (design) in the U.S.
in Class 25 for footwear.
The Company also has several pending applications in the U.S. for MADDEN in a
variety of international classes (Class 3 for cosmetics and fragrances, Class 18
for bags, , Class 14 for jewelry, and Class 25 for clothing and footwear). The
Company also has pending applications in the U.S. for STEVEN BY STEVE MADDEN in
Classes 18 (bags) and 24 (bedding), and for MADDEN BY STEVE MADDEN in Class 2
for paints, Class 3 for perfume and cosmetics, Class 4 for candles, Class 6 for
key rings and key chains, Class 9 for eyewear and CDs, Class 11 for lamps, Class
14 for jewelry, Class 16 for stationery and notebooks, Class 18 for bags, Class
20 for furniture, Class 21 for housewares, Class 24 for bedding, Class 25 for
clothing and footwear, Class 26 for hair accessories, Class 27 for carpets and
rugs, Class 28 for toys and games, Class 32 for light beverages, and Class 35
for retail store services.
Additionally, the Company has several pending trademark and service mark
applications in the United States for various marks, including a stylized "H"
Design (Int'l Cl. 25 for clothing and footwear). STEVE MADDEN LUXE in Class 25
for clothing and footwear, and FINA FIRENZE in Classes 18 (bags), 25 (clothing
and footwear), and 35 (retail stores). RULE STEVE MADDEN (in Class 2 for paints,
Class 3 for perfume and cosmetics, Class 4 for candles, Class 6 for key rings
and key chains, Class 9 for eyewear and CDs, Class 11 for lamps, Class 14 for
jewelry, Class 16 for stationery and notebooks, Class 18 for bags, Class 20 for
furniture, Class 21 for housewares, Class 24 for bedding, Class 25 for clothing
and footwear, Class 26 for hair accessories, Class 27 for carpets and rugs,
Class 28 for toys and games, Class 32 for light beverages, and Class 35 for
retail store services), SM NEW YORK (in Class 3 for perfume and cosmetics, Class
14 for jewelry, Class 18 for bags, Class 20 for furniture, Class 21 for
housewares, and Class 25 for clothing and footwear); and SMNY (in Class 3 for
perfume and cosmetics, Class 14 for jewelry, Class 18 for bags, Class 20 for
furniture, Class 21 for housewares, and Class 25 for clothing and footwear).
The Company further owns registrations for the STEVE MADDEN and/or STEVE MADDEN
plus Design trademarks and service marks in various International Classes in
Argentina, Australia, Bahrain, Belize, Brazil, Canada, Chile, China, Colombia,
El Salvador, Guatemala, Hong Kong, Israel, Italy, Japan, Korea, Lebanon, Mexico,
Nicaragua, the Netherlands, Panama, Saudi Arabia, Singapore, South Africa,
Taiwan, the United Arab Emirates, Venezuela, the European Union, and the Benelux
countries and has pending applications for registration of the STEVE MADDEN
and/or STEVE MADDEN plus Design trademarks and service marks in Bahrain, Costa
Rica, Guatemala, Honduras, Indonesia, Korea, Kuwait, Lebanon, New Zealand, Oman,
Peru, Philippines, Qatar, Russia, Saudi Arabia, Singapore, Turkey, and the
United Arab Emirates . Additionally, the Company owns registrations for the
STEVEN trademark and service mark in various International Classes in China,
Hong Kong, Lebanon, Japan, Thailand, Taiwan, and the United Arab Emirates and
has pending applications for registration of the STEVEN trademark and service
mark in Australia, Bahrain, China, Indonesia, Israel, Italy, Korea, Malaysia,
New Zealand, Oman, Philippines, Qatar, Russia, South Africa, Saudi Arabia,
Taiwan, Thailand, Turkey, and Taiwan.
The Company further owns registrations for the "torch stripe" design in Class 25
in the European Union and Panama, and has a pending application for the "torch
stripe" design in Class 25 in China.
The Company further owns registrations for the mark STEVEN BY STEVE MADDEN in
various international classes in the European Union, and has pending
applications for the mark STEVEN BY STEVE MADDEN in various international
classes in Canada, China, Israel, and Korea.
Additionally, the Company, through its Diva Acquisition Corp. subsidiary, owns
registrations for the DAVID AARON trademark and service mark in various
International Classes in the United States (Int'l Cl. 25 for clothing and
footwear; Int'l Cl. 18 for leather goods, such as handbags and wallets; and
Int'l Cl. 35 for retail store services), and in Australia, Canada, the European
Union, Hong Kong, Japan, Korea, Panama, and South Africa in some or all of
Classes 3, 18, and 25, and for its D. AARON trademark in Class 25 Spain. Also,
the Company own registrations for the DAVID AARON trademark in the United States
in International Class 3 for perfume and cosmetics; International Class 9 for
eyewear; International Class 14 for jewelry; International Class 16 for paper
goods; International Class 18 for bags; International Class 24 for bed and bath
products; International Class 25 for clothing and footwear and International
Class 26 hair accessories in Korea.
The Company, through its Stevies, Inc. subsidiary, also owns various
registrations for the STEVIES and /or STEVIES plus Design trademark and service
mark in a number of International Classes in the United States (Int'l Cl. 18 for
leather goods, such as handbags and wallets; Int'l Cl. 9 for eyewear;
International Class 35 for retail store services; International Class 14 for
jewelry; International Class 28 for toys; International Class 16 for paper
goods; International Class 3 for perfume and cosmetics, International Class 9
for CDs and eyewear, and International Class 26 for hair accessories), and for
STEVIES BY STEVE MADDEN in Class 14 for jewelry, Class 9 for eyewear, Class 3
for perfume and cosmetics, Class 28 for toys and games, Class 35 for retail
services, Class 16 for stationery and notebooks, Class 18 for bags). The
Company, through its Stevies, Inc. subsidiary, also owns registrations for its
STEVIES and/or STEVIES plus Design mark for various goods in Argentina, Bahrain,
Canada, China, Columbia, the European Union, Hong Kong, Israel, Japan, Korea,
Lebanon, Malaysia, Mexico, Panama, Singapore, Taiwan and the United Arab
Emirates. Additionally Stevies, Inc. has several pending trademark and service
mark applications for registration of the STEVIES and STEVIES plus Design marks
in various International Classes in Brazil, Indonesia, Korea, Kuwait, Mexico,
New Zealand, Oman, Peru, Qatar, Saudi Arabia, Singapore, South Africa, Thailand,
Turkey, the United Arab Emirates and Venezuela. Finally, Stevies, Inc. also owns
several trademark and service mark registrations of the STEVIES BY STEVE MADDEN
mark in various International Classes in the United States (Int'l Cl. 25 for
clothing and footwear; Int'l Cl. 14 for jewelry; Int'l Cl. 18 for leather goods,
such as handbags and wallets; Int'l Cl. 16 for paper goods; Int'l Cl. 3 for
cosmetics and fragrances; Int'l Cl. 9 for eyewear; Int'l Cl. 28 for toys; and
Int'l Cl. 35 for retail store services).
The Company believes that its trademarks have a significant value and are
important to the marketing of the Company's products. There can be no assurance,
however, that the Company will be able to effectively obtain rights to its marks
throughout all of the countries of the world. Moreover, no assurance can be
given that others will not assert rights in, or ownership of, trademarks and
other proprietary rights of the Company or that the Company will be able to
successfully resolve such conflicts. The failure of the Company to protect such
rights from unlawful and improper appropriation may have a material adverse
effect on the Company's business and financial condition.
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(b) Exhibits.
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.
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
July 5, 2006
STEVEN MADDEN, LTD.
By: /s/ JAMIESON KARSON
------------------------------------
Jamieson Karson
Chairman and Chief Executive Officer
STEVEN MADDEN, LTD.
FORM 10-K/A
EXHIBITS
--------
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.
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
July 5, 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
July 5, 2006