UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[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 of (I.R.S. employer identification no.)
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 in 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.
DOCUMENTS INCORPORATED BY REFERENCE:
PART III INCORPORATES CERTAIN INFORMATION BY REFERENCE FROM THE
REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED TO BE HELD ON OR ABOUT MAY 26, 2006.
EXPLANATORY NOTE:
STEVEN MADDEN, LTD. (THE "COMPANY") IS FILING THIS AMENDMENT NO. 1 ON FORM
10-K/A TO ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31,
2005 TO REPLACE (i) THE SARBANES-OXLEY ACT OF 2002 CERTIFICATIONS THAT WERE
INADVERTENTLY DATED MARCH 16, 2006, AS OPPOSED TO THE DATE THEY WERE SIGNED,
MARCH 14, 2006 AND (ii) THE EXHIBIT TABLES, WHICH INADVERTENTLY OMITTED LISTING
THE CERTIFICATIONS. NO REVISIONS HAVE BEEN MADE TO THE COMPANY'S FINANCIAL
STATEMENTS OR ANY OTHER DISCLOSURE CONTAINED IN THE COMPANY'S FORM 10-K
ORIGINALLY FILED ON MARCH 14, 2006.
(b) Exhibits
3.01 Certificate of Incorporation of the Company (incorporated by reference
to Exhibit 1 to the Company's Current Report on Form 8-K filed with the
Commission on November 23, 1998).
3.02 Amended & Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.02 to the Company's Annual Report on Form 10-K for its fiscal
year ended December 31. 2001).
4.01 Specimen Certificate for shares of Common Stock (incorporated by
reference to Exhibit 4.01 to the Company's Registration Statement on
Form SB-2/A filed with the Commission on September 29, 1993 (File No.
033-67162)).
4.02 Rights Agreement between the Company and American Stock Transfer and
Trust Company (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed with the Commission on
November 16, 2001).
10.01 Third Amended Employment Agreement between the Company and Steven
Madden (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the Commission on July 20, 2005).
10.02 Employment Agreement of Jamieson Karson (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the
Commission on January 6, 2006).#
10.03 Employment Agreement of Arvind Dharia (incorporated by reference to
Exhibit 10.07 to the Company's Annual Report on Form 10-K for its
fiscal year ending December 31, 2000).#
10.04 Amendment No. 1 to Employment Agreement of Arvind Dharia (incorporated
by reference to Exhibit 99.4 to the Company's Quarterly Report on Form
10-Q for its fiscal quarter ending June 30, 2001).#
10.05 Amendment No. 2 to Employment Agreement of Arvind Dharia (incorporated
by reference to Exhibit 10.16 to the Company's Quarterly Report on Form
10-Q for its fiscal quarter ending September 30, 2002).#
10.06 Amendment No. 3 to Employment Agreement of Arvind Dharia (incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form
8-K filed with the Commission on February 3, 2006).#
10.07 Amendment No. 2 to Employment Agreement of Richard Olicker
(incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the Commission on June 16, 2005).#
10.08 Employment Agreement between the Company and Awadhesh Sinha, dated as
of June 15, 2005 (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the Commission on June
21, 2005).#
10.09 Consulting Agreement, effective as of August 1, 2004, between the
Company, John Madden and J.L.M. Consultants Inc.*
10.10 Amendment No. 1 to Consulting Agreement, dated as of March 10, 2005,
between the Company, John Madden and J.L.M. Consultants Inc.*
10.11 Amendment No. 2 to Consulting Agreement, dated as of April 14, 2005,
between the Company, John Madden and J.L.M. Consultants Inc.*
10.12 Employment Agreement with Robert Schmertz dated March 11, 2005
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ending March 31, 2005).#
10.13 Employment Agreement with Andrew Shames dated March 8, 2004
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ending March 31, 2005).#
10.14 Commission Agreement between the Company and Hev Sales, Inc. dated
March 8, 2004 (incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for its fiscal quarter ending
March 31, 2005).
10.15 Employment Agreement between the Company, Adesso Madden, Inc. and
Joseph Masella and T.J.M. Sales Corporation dated May 7, 2002
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ending March 31, 2005).#
10.16 Amendment No. 1 to Employment Agreement between the Company, Adesso
Madden, Inc. and Joseph Masella and T.J.M. Sales Corporation dated
September 2, 2002 (incorporated by reference to Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q for its fiscal quarter ending
March 31, 2005).#
10.17 Amendment No. 2 to Employment Agreement between the Company, Adesso
Madden, Inc. and Joseph Masella and T.J.M. Sales Corporation dated
September 27, 2002 (incorporated by reference to Exhibit 10.6 to the
Company's Quarterly Report on Form 10-Q for its fiscal quarter ending
March 31, 2005).#
10.18 Employment Agreement between Adesso-Madden, Inc. and Gerald Mongeluzo
(incorporated by reference to Exhibit 99.5 to the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ending June 30, 2001).#
10.19 Employment Agreement between Steven Madden Retail, Inc. and Mark
Jankowski (incorporated by reference to Exhibit 99.6 to the Company's
Quarterly Report on Form 10-Q for its fiscal quarter ending June 30,
2001).#
10.20 Settlement Agreement, dated February 2, 2005, among Barington Companies
Equity Partners, L.P., Barington Companies Investors, LLC, James
Mitarotonda, Barington Companies Offshore Fund, Ltd., Barington
Companies Advisors, LLC, Barington Capital Group, L.P., LNA Capital
Corp., Parche, LLC, Starboard Value & Opportunity Fund, LLC, Admiral
Advisors, LLC, Ramius Capital Group, LC, C4S & Co., LLC, Peter A.
Cohen, Morgan B. Stark, Jeffrey M. Solomon, Thomas W. Strauss, RJG
Capital Partners, LP, RJG Capital Management, LLC, Ronald Gross and
Steven Madden, Ltd. (incorporated by reference to Exhibit 99.1 to the
Company's Current Report on Form 8-K filed with the Commission on
February 2, 2005).
10.21 Stock Purchase Agreement, dated as of February 7, 2006, by and between
the Company and Daniel M. Friedman (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the
Commission on February 13, 2006).
10.22 Earn-Out Agreement, dated as of February 7, 2006, by and among the
Company, Daniel M. Friedman, Daniel M. Friedman & Associates, Inc. and
DMF International, Ltd. (incorporated by reference to Exhibit 10.2 to
the Company's Current Report on Form 8-K filed with the Commission on
February 13, 2006).
10.24 1996 Stock Plan, approved and adopted on March 6, 1996 (incorporated by
reference to Exhibit 10.27 to the Company's Registration Statement on
Form S-8 filed with the Commission on November 3, 1997).#
10.25 The 1997 Stock Plan, approved and adopted on May 10, 1997 (incorporated
by reference to Exhibit 10.28 to the Company's Registration Statement
on Form S-8 filed with the Commission on November 3, 1997).#
10.27 The 1998 Stock Plan, approved and adopted on January 16, 1998
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-8 filed with the Commission on July
28, 1998).#
10.28 The 1999 Stock Plan, approved and adopted on March 15, 1999, amended as
of March 20, 2000 and March 30, 2001 (incorporated by reference to
Exhibit 10.A to the Company's Registration Statement on Form S-8 filed
with the Commission on July 26, 2004).#
21.01 Subsidiaries of Registrant.*
23.01 Consent of Eisner LLP*
24.01 Power of Attorney*
31.01 Certification of Chairman 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.+
32.01 Certification of Chairman & Chief Executive Officer pursuant to 18
U.S.C. Section 1350 Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.+
32.02 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.+
--------------------------
* Filed with the registrant's original Annual Report on Form 10-K for the
year ended December 31, 2005, which was originally filed on March 14, 2006.
+ Filed herewith.
# Indicates management contract or compensatory plan or arrangement required
to be identified pursuant to Item 15(b).
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
March 15, 2006
STEVEN MADDEN, LTD.
By: /s/ JAMIESON A. KARSON
------------------------------------
Jamieson Karson
Chairman and Chief Executive Officer
STEVEN MADDEN, LTD.
FORM 10-K/A
EXHIBITS
--------
3.01 Certificate of Incorporation of the Company (incorporated by reference
to Exhibit 1 to the Company's Current Report on Form 8-K filed with the
Commission on November 23, 1998).
3.02 Amended & Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.02 to the Company's Annual Report on Form 10-K for its fiscal
year ended December 31. 2001).
4.01 Specimen Certificate for shares of Common Stock (incorporated by
reference to Exhibit 4.01 to the Company's Registration Statement on
Form SB-2/A filed with the Commission on September 29, 1993 (File No.
033-67162)).
4.02 Rights Agreement between the Company and American Stock Transfer and
Trust Company (incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed with the Commission on
November 16, 2001).
10.01 Third Amended Employment Agreement between the Company and Steven
Madden (incorporated by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the Commission on July 20, 2005).
10.02 Employment Agreement of Jamieson Karson (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the
Commission on January 6, 2006).#
10.03 Employment Agreement of Arvind Dharia (incorporated by reference to
Exhibit 10.07 to the Company's Annual Report on Form 10-K for its
fiscal year ending December 31, 2000).#
10.04 Amendment No. 1 to Employment Agreement of Arvind Dharia (incorporated
by reference to Exhibit 99.4 to the Company's Quarterly Report on Form
10-Q for its fiscal quarter ending June 30, 2001).#
10.05 Amendment No. 2 to Employment Agreement of Arvind Dharia (incorporated
by reference to Exhibit 10.16 to the Company's Quarterly Report on Form
10-Q for its fiscal quarter ending September 30, 2002).#
10.06 Amendment No. 3 to Employment Agreement of Arvind Dharia (incorporated
by reference to Exhibit 10.1 to the Company's Current Report on Form
8-K filed with the Commission on February 3, 2006).#
10.07 Amendment No. 2 to Employment Agreement of Richard Olicker
(incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the Commission on June 16, 2005).#
10.08 Employment Agreement between the Company and Awadhesh Sinha, dated as
of June 15, 2005 (incorporated by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K filed with the Commission on June
21, 2005).#
10.09 Consulting Agreement, effective as of August 1, 2004, between the
Company, John Madden and J.L.M. Consultants Inc.*
10.10 Amendment No. 1 to Consulting Agreement, dated as of March 10, 2005,
between the Company, John Madden and J.L.M. Consultants Inc.*
10.11 Amendment No. 2 to Consulting Agreement, dated as of April 14, 2005,
between the Company, John Madden and J.L.M. Consultants Inc.*
10.12 Employment Agreement with Robert Schmertz dated March 11, 2005
(incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ending March 31, 2005).#
10.13 Employment Agreement with Andrew Shames dated March 8, 2004
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ending March 31, 2005).#
10.14 Commission Agreement between the Company and Hev Sales, Inc. dated
March 8, 2004 (incorporated by reference to Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for its fiscal quarter ending
March 31, 2005).
10.15 Employment Agreement between the Company, Adesso Madden, Inc. and
Joseph Masella and T.J.M. Sales Corporation dated May 7, 2002
(incorporated by reference to Exhibit 10.4 to the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ending March 31, 2005).#
10.16 Amendment No. 1 to Employment Agreement between the Company, Adesso
Madden, Inc. and Joseph Masella and T.J.M. Sales Corporation dated
September 2, 2002 (incorporated by reference to Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q for its fiscal quarter ending
March 31, 2005).#
10.17 Amendment No. 2 to Employment Agreement between the Company, Adesso
Madden, Inc. and Joseph Masella and T.J.M. Sales Corporation dated
September 27, 2002 (incorporated by reference to Exhibit 10.6 to the
Company's Quarterly Report on Form 10-Q for its fiscal quarter ending
March 31, 2005).#
10.18 Employment Agreement between Adesso-Madden, Inc. and Gerald Mongeluzo
(incorporated by reference to Exhibit 99.5 to the Company's Quarterly
Report on Form 10-Q for its fiscal quarter ending June 30, 2001).#
10.19 Employment Agreement between Steven Madden Retail, Inc. and Mark
Jankowski (incorporated by reference to Exhibit 99.6 to the Company's
Quarterly Report on Form 10-Q for its fiscal quarter ending June 30,
2001).#
10.20 Settlement Agreement, dated February 2, 2005, among Barington Companies
Equity Partners, L.P., Barington Companies Investors, LLC, James
Mitarotonda, Barington Companies Offshore Fund, Ltd., Barington
Companies Advisors, LLC, Barington Capital Group, L.P., LNA Capital
Corp., Parche, LLC, Starboard Value & Opportunity Fund, LLC, Admiral
Advisors, LLC, Ramius Capital Group, LC, C4S & Co., LLC, Peter A.
Cohen, Morgan B. Stark, Jeffrey M. Solomon, Thomas W. Strauss, RJG
Capital Partners, LP, RJG Capital Management, LLC, Ronald Gross and
Steven Madden, Ltd. (incorporated by reference to Exhibit 99.1 to the
Company's Current Report on Form 8-K filed with the Commission on
February 2, 2005).
10.21 Stock Purchase Agreement, dated as of February 7, 2006, by and between
the Company and Daniel M. Friedman (incorporated by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the
Commission on February 13, 2006).
10.22 Earn-Out Agreement, dated as of February 7, 2006, by and among the
Company, Daniel M. Friedman, Daniel M. Friedman & Associates, Inc. and
DMF International, Ltd. (incorporated by reference to Exhibit 10.2 to
the Company's Current Report on Form 8-K filed with the Commission on
February 13, 2006).
10.24 1996 Stock Plan, approved and adopted on March 6, 1996 (incorporated by
reference to Exhibit 10.27 to the Company's Registration Statement on
Form S-8 filed with the Commission on November 3, 1997).#
10.25 The 1997 Stock Plan, approved and adopted on May 10, 1997 (incorporated
by reference to Exhibit 10.28 to the Company's Registration Statement
on Form S-8 filed with the Commission on November 3, 1997).#
10.27 The 1998 Stock Plan, approved and adopted on January 16, 1998
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-8 filed with the Commission on July
28, 1998).#
10.28 The 1999 Stock Plan, approved and adopted on March 15, 1999, amended as
of March 20, 2000 and March 30, 2001 (incorporated by reference to
Exhibit 10.A to the Company's Registration Statement on Form S-8 filed
with the Commission on July 26, 2004).#
21.01 Subsidiaries of Registrant.*
23.01 Consent of Eisner LLP*
24.01 Power of Attorney*
31.01 Certification of Chairman 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.+
32.01 Certification of Chairman & Chief Executive Officer pursuant to 18
U.S.C. Section 1350 Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.+
32.02 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.+
--------------------------
* Filed with the registrant's original Annual Report on Form 10-K for the
year ended December 31, 2005, which was originally filed on March 14, 2006.
+ Filed herewith.
# Indicates management contract or compensatory plan or arrangement required
to be identified pursuant to Item 15(b).