UNITED STATES 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): February 1, 2006 STEVEN MADDEN, LTD. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-23702 13-3588231 -------------------------------------------------------------------------------- (State or other jurisdiction (Registration Number) (IRS Employer of incorporation) Identification No.) 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 changed since last report.) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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. On February 1, 2006, Steven Madden, Ltd. (the "Company") and Arvind Dharia (the "Executive") executed Amendment Number 3 to Employment Agreement ("Amendment Number 3 to Employment Agreement"), which further amended the Employment Agreement, dated as of January 1, 1998, by and between the Company and the Executive, as previously amended. Attached hereto and incorporated herein by reference as Exhibit 10.1 is Amendment Number 3 to Employment Agreement. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable (b) Not applicable (c) Exhibit 10.1 Amendment Number 3 to Employment Agreement between the Company and Arvind Dharia, dated as of February 1, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Steven Madden, Ltd. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. STEVEN MADDEN, LTD. By: /s/ JAMIESON A. KARSON ------------------------------------- Name: Jamieson A. Karson Title: Chief Executive Officer Date: February 1, 2006 EXHIBIT INDEX DOC. NO. DOCUMENT DESCRIPTION Exhibit 10.1 Amendment Number 3 to Employment Agreement between the Company and Arvind Dharia, dated as of February 1, 2006