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 7, 2006
STEVEN MADDEN, LTD.
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(Exact name of registrant as specified in its charter)
Delaware 000-23702 13-3588231
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(State or other jurisdiction (Registration Number) (IRS Employer
of incorporation) Identification No.)
52-16 Barnett Avenue, Long Island City, New York 11104
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 446-1800
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(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 8, 2006, Steven Madden, Ltd. (the "Company") announced that,
pursuant to a Securities Purchase Agreement, dated February 7, 2006 (the
"Securities Purchase Agreement"), between the Company and Daniel M. Friedman
("Friedman"), the Company had acquired all of the issued and outstanding shares
of capital stock of each of Daniel M. Friedman & Associates, Inc. and DMF
International, Ltd. (together, the "DMF Companies"). The purchase price was
$18.0 million, plus certain earn-out purchase price payments to be made pursuant
to an Earn-Out Agreement, dated February 7, 2006 (the "Earn-Out Agreement"),
between the Company, Friedman and the DMF Companies. Pursuant to the Earn-Out
Agreement, Friedman shall be eligible to receive certain earn-out purchase price
payments in each of the fiscal years ending 2008, 2009 and 2010 based on the DMF
Companies' financial performance for those years.
The foregoing descriptions of the Securities Purchase Agreement and Earn-Out
Agreement do not purport to be complete and are qualified in their entirety by
reference to the Securities Purchase Agreement and Earn-Out Agreement, copies of
which are attached hereto as Exhibits 10.1 and 10.2 respectively, and are
incorporated herein by reference.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As discussed in Item 1.01 above, on February 7, 2006, the Company acquired all
of the issued and outstanding shares of capital stock of the DMF Companies for a
purchase price of $18.0 million, plus certain earn-out purchase price payments.
A copy of the Company's press release, dated February 8, 2006, announcing the
completion of the acquisition is filed herewith as Exhibit 99.1 and is
incorporated by reference herein in its entirety.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment within 71 calendar days after the date this report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Statements
The financial statements required by Item 9.01(b) of Form 8-K will be filed by
amendment within 71 calendar days after the date this report on Form 8-K is
required to be filed.
(c) Exhibits
10.1 Securities Purchase Agreement, dated February 7, 2006, between
the Company and Daniel M. Friedman.
10.2 Earn-Out Agreement, dated February 7, 2006, among the Company,
Daniel M. Friedman, Daniel M. Friedman & Associates, Inc. and
DMF International, Ltd.
99.1 Press Release dated February 8, 2006, announcing the Company's
acquisition of Daniel M. Friedman & Associates.
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
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Name: Jamieson A. Karson
Title: Chief Executive Officer
Date: February 10, 2006
EXHIBIT INDEX
DOC. NO. DOCUMENT DESCRIPTION
Exhibits:
10.1 Securities Purchase Agreement, dated February 7, 2006, between
the Company and Daniel M. Friedman.
10.2 Earn-Out Agreement, dated February 7, 2006, among the Company,
Daniel M. Friedman, Daniel M. Friedman & Associates, Inc. and
DMF International, Ltd.
99.1 Press Release dated February 8, 2006, announcing the Company's
acquisition of Daniel M. Friedman & Associates.