As filed with the Securities and Exchange Commission on August 14, 2002,
Registration No. -_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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STEVEN MADDEN, LTD.
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(Exact name of registrant as specified in its charter)
Delaware 13-3588231
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
52-16 Barnett Avenue, Long Island City, NY 11104
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(Address of Principal Executive Offices) (Zip Code)
1999 Stock Plan
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(Full Title of the Plan)
Jamieson Karson
Vice Chairman and Chief Executive Officer
Steven Madden, Ltd.
52-16 Barnett Avenue
Long Island City, NY 11104
(718) 446-1800
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(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
Copies to:
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
(212) 504-6000
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CALCULATION OF REGISTRATION FEE
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Title of securities Proposed maximum Proposed maximum
registration to be Amount to be offering price per aggregate offering
registered registered(1) Share(2) price(2) Amount of fee(2)
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Common Stock............ 680,000 $16.27 $11,063,600 $1,017.85
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(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock dividends, recapitalizations, stock splits,
reorganizations, mergers, consolidations, combinations or exchanges of
shares and similar transactions.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum aggregate offering price and the registration fee are
based upon the average of the high and low prices per share of the
Registrant's Common Stock reported on August 7, 2002.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
Pursuant to General Instruction E of Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement is filed by
Steven Madden, Ltd., a Delaware corporation (the "Company"), to register an
additional 680,000 shares of the Company's common stock, par value $.0001 per
share (the "Common Stock"), as to which options may be granted under the
Company's 1999 Stock Plan (the "1999 Plan").
On September 10, 1999, the Company filed a Registration Statement on Form
S-8 (Registration No. 333-86903) (the "1999 Registration Statement") in order to
register 400,000 shares of Common Stock issuable under the 1999 Plan.
On May 12, 2000, the Company's stockholders approved an amendment to the
1999 Plan to increase the number of shares as to which options or awards may be
granted from 400,000 to 975,000 shares. On July 6, 2000, the Company filed a
Registration Statement on Form S-8 (Registration No. 333-40924) (the "2000
Registration Statement") in order to register the additional 575,000 shares of
Common Stock issuable under the 1999 Plan.
On July 10, 2001, the Company's stockholders approved an amendment to the
1999 Plan to increase the number of shares as to which options or awards may be
granted from 975,000 to 1,600,000 shares. On August 30, 2001, the Company filed
a Registration Statement on Form S-8 (Registration No. 333-68712) (the "2001
Registration Statement, and together with the 2000 Registration Statement and
the 1999 Registration Statement, the "Earlier Registration Statements") in order
to register the additional 625,000 shares of Common Stock issuable under the
1999 Plan.
On May 17, 2002, the Company's stockholders approved a further amendment to
the 1999 Plan to increase the number of shares as to which options or awards may
be granted from 1,600,000 to 2,280,000 shares. This Registration Statement on
Form S-8 is being filed to register the additional 680,000 shares of Common
Stock issuable under the 1999 Plan.
Pursuant to General Instruction E of Form S-8, the contents of the Earlier
Registration Statements, including the documents incorporated by reference
therein, are hereby incorporated by reference into this Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to employees eligible to participate in the 1999 Plan as
specified by Rule 428(b)(1) of the Securities Act. Those documents and the
documents incorporated by reference into this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents, as filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated herein by
reference:
(1) Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
(2) Proxy Statement on Schedule 14A dated April 19, 2002, as amended on
May 1, 2002.
(3) Annual Report on Form 10-K for the year ended December 31, 2001.
(4) The description of the Common Stock contained in the Company
registration statement filed under Section 12 of the Securities
Exchange Act of 1934, as amended ("Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this Registration
Statement and prior to the filing of a post-effective amendment which indicate
that all securities offered have been sold or which registers all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article Ten of the Company's Certificate of Incorporation states as
follows:
The Company shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
The Company's Restated Certificate of Incorporation is filed as Exhibit 1
to the Current Report on Form 8-K filed on November 23, 1998.
For the undertaking with respect to indemnification, see Item 9.
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Item 8. Exhibits
Exhibit No. Description
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4(a)(1) Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 1 to the
Current Report on Form 8-K filed on August 11, 1998)
4(a)(2) Rights Agreement between the Company and American
Stock Transfer and Trust Company. (incorporated by
reference to Exhibit 1 to the Registration Statement
on Form 8-A filed on November 16, 2001)
4(b) Amended and Restated By-laws of the registrant
(incorporated by reference to Exhibit 3.02 to the
Report on Form 10-K filed on March 29, 2002)
5 Opinion of Cadwalader, Wickersham & Taft.
10(a) 1999 Stock Plan, as amended.
23(a) Consent of Cadwalader, Wickersham & Taft (included in
Exhibit 5).
23(b) Consent of Eisner LLP.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (a)(i) and
(a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act, that are incorporated by reference in
this Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time will be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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(d) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 6 of this Registration
Statement, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Long Island City, New York, on August 14, 2002.
STEVEN MADDEN, LTD.
By: /s/ JAMIESON KARSON
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Jamieson Karson
Vice Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ CHARLES KOPPELMAN Executive Chairman of the Board August 14, 2002
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Charles Koppelman
/s/ JAMIESON KARSON Vice Chairman and Chief Executive Officer August 14, 2002
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Jamieson Karson
/s/ ARVIND DHARIA Chief Financial and Chief Accounting August 14, 2002
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Arvind Dharia
/s/ GERALD MONGELUZO President - Adesso-Madden, Inc. and Director August 14, 2002
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Gerald Mongeluzo
/s/ JOHN L. MADDEN Director August 14, 2002
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John L. Madden
/s/ MARC S. COOPER Director August 14, 2002
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Marc S. Cooper
/s/ PETER MIGLIORINI Director August 14, 2002
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Peter Migliorini
/s/ HEYWOOD WILANSKY Director August 14, 2002
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Heywood Wilansky
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EXHIBIT INDEX
Exhibit No. Description
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4(a)(1) Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 1 to the
Current Report on Form 8-K filed on August 11, 1998)
4(a)(2) Rights Agreement between the Company and American
Stock Transfer and Trust Company. (incorporated by
reference to Exhibit 1 to the Registration Statement
on Form 8-A filed on November 16, 2001)
4(b) Amended and Restated By-laws of the registrant
(incorporated by reference to Exhibit 3.02 to the
Report on Form 10-K filed on March 29, 2002)
5 Opinion of Cadwalader, Wickersham & Taft.
10(a) 1999 Stock Plan, as amended.
23(a) Consent of Cadwalader, Wickersham & Taft (included in
Exhibit 5).
23(b) Consent of Eisner LLP.
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