<PAGE>
As filed with the Securities and Exchange Commission on October 14, 1997
Registration No. 33-94510
------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
------------------------------
POST EFFECTIVE
AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
STEVEN MADDEN, LTD.
(Exact name of registrant as specified in its charter)
New York 13-3588231
(State or other juris- (I.R.S. Employer
diction of organization) Identification No.)
52-16 Barnett Avenue, Long Island City, NY 11104
(Address of Principal Executive Offices) (Zip Code)
(Full title of the plan)
Steven Madden
President
Steven Madden, Ltd.
52-16 Barnett Avenue
Long Island City, NY 11104
(Name and address of agent for service)
(718) 446-1800
(Telephone number, including area code,
of agent for service)
continued overleaf
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents or portions thereof, as filed with the
Securities and Exchange Commission by Steven Madden, Ltd., a New York
corporation (the "Corporation"), are incorporated herein by reference:
(1) Quarterly Report on Form 10-QSB for the quarter ended June 30, 1997.
(2) Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997.
(3) Proxy Statement on Schedule 14A dated May 30, 1997.
(4) Annual Report on Form 10-KSB for the period ended December 31, 1996.
(5) The description of the Common Stock, par value $.0001 per share
("Common Stock"), of the Corporation contained in the Corporation
registration statement filed under Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Corporation pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended ("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
2
<PAGE>
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 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article IV of the By-Laws provides as follows:
"ARTICLE IV"
INDEMNIFICATION
Indemnification. The Corporation shall (a) indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense of
settlement of such action or suit, (b) indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director or officer of the Corporation,
or served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, for expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding, in each case to the fullest extent
3
<PAGE>
permissible under the indemnification provisions of Section 722 of the New York
Business Corporation Law or any successor statute and (c) advance reasonable and
necessary expenses in connection with such actions or suits, and not seek
reimbursement of such expenses unless there is a specific determination that the
officer or director is not entitled to such indemnification. The foregoing right
of indemnification shall in no way be exclusive of any other rights of
indemnification to which any such persons may be entitled, under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following is a complete list of exhibits filed as a part of this
registration statement:
Exhibit No. Document
4.1 Certificate of Incorporation of the Corporation (Incorporated
by reference to Corporation's Registration Statement on Form
SB-2 Registration No. 33-67162-NY)
4.2 Amendment to the Certificate of Incorporation of the
Corporation (Incorporated by reference to the Corporations'
Registration Statement on Form SB-2 Registration No.
33-67162-NY).
4.4 Consulting Agreement dated as of March 23, 1995 between the
Corporation and BOCAP Corp. Incorporated by reference to the
Corporation's Registration Statement on Form S-8, Registration
No. 33-94510.
4.5 Amended and Restated By-Laws of the Corporation. Incorporated
by reference to the Corporation's Registration Statement on
Form S-8, Registration No. 33-94510.
4.6 Stock Option Agreement dated as of June 1, 1995 between the
Corporation and Sam Schwarz. Incorporated by reference to the
Corporation's Registration Statement on Form S-8, Registration
No. 33-94510.
4.7 Stock Option Agreement dated as of June 17, 1995 between the
Corporation and
4
<PAGE>
John Basile. Incorporated by reference to the Corporation's
Registration Statement on Form S-8, Registration No. 33-94510.
4.8 Stock Option Agreement dated as of March 23, 1995 between the
Corporation and BOCAP Corp. Incorporated by reference to the
Corporation's Registration Statement on Form S-8, Registration
No. 33-94510.
5.0 Opinion of Bernstein & Wasserman, LLP. Incorporated by
reference to the Corporation's Registration Statement on Form
S-8, Registraiton No. 33-94510.
23.1 Consent of Bernstein & Wasserman, LLP (included in Exhibit 5.0).
Incorporated by reference to the Corporation's Registration
Statement on Form S-8, Registraiton No. 33-94510.
23.2 Consent of Richard A. Eisner & Company, LLP.
99.1 Reoffer Prospectus of the Corporation.
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, the paragraphs (1)(i) and (1)(ii) do not apply if
the information is required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act
5
<PAGE>
that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 be deemed to be the initial bona fide
offering thereof; and;
(3) 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.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (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 the registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described in item 6, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange 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 Act and
will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, as amended,
the Registrant, certifies that it has reasonable grounds to believe that it
meets all 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 the 10th day of October,
1997.
STEVEN MADDEN, LTD
By: /s/ Steven Madden
-----------------------------------
Steven Madden
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendments thereto has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Steven Madden Chairman of the Board, President and October 10, 1997
- ------------------------------ and Chief Executive Officer
Steven Madden
/s/ Rhonda Brown Chief Operating Officer and Director October 10, 1997
- ------------------------------
Rhonda Brown
/s/ Arvind Dharia Chief Financial Officer and Director October 10, 1997
- ------------------------------
Arvind Dharia
/s/ John Basile Director of Operations and Director October 10, 1997
- ------------------------------
John Basile
/s/ John L. Madden Director October 10, 1997
- ------------------------------
John L. Madden
/s/ Les Wagner Director October 10, 1997
- ------------------------------
Les Wagner
/s/ Peter Migliorini Director October 10, 1997
- ------------------------------
Peter Migliorini
7
<PAGE>
STEVEN MADDEN, LTD
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
8
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Document
----------- --------
4.1 Certificate of Incorporation of the Corporation (Incorporated by
reference to Corporation's Registration Statement on Form SB-2
Registration No. 33-67162-NY)
4.2 Amendment to the Certificate of Incorporation of the Corporation
(Incorporated by reference to the Corporations' Registration
Statement on Form SB-2 Registration No. 33-67162-NY).
4.4 Consulting Agreement dated as of March 23, 1995 between the
Corporation and BOCAP Corp. Incorporated by reference to the
Corporation's Registration Statement on Form S-8, Registration
No. 33-94510.
4.5 Amended and Restated By-Laws of the Corporation. Incorporated by
reference to the Corporation's Registration Statement on Form
S-8, Registration No. 33-94510.
4.6 Stock Option Agreement dated as of June 1, 1995 between the
Corporation and Sam Schwarz. Incorporated by reference to the
Corporation's Registration Statement on Form S-8, Registration
No. 33-94510.
4.7 Stock Option Agreement dated as of June 17, 1995 between the
Corporation and John Basile. Incorporated by reference to the
Corporation's Registration Statement on Form S-8, Registration
No. 33-94510.
4.8 Stock Option Agreement dated as of March 23, 1995 between the
Corporation and BOCAP Corp. Incorporated by reference to the
Corporation's Registration Statement on Form S-8, Registration
No. 33-94510.
5.0 Opinion of Bernstein & Wasserman, LLP. Incorporated by reference
to the Corporation's Registration Statement on Form S-8,
Registraiton No. 33-94510.
23.1 Consent of Bernstein & Wasserman, LLP (included in Exhibit 5.0).
Incorporated by reference to the Corporation's Registration
Statement on Form S-8, Registraiton No. 33-94510.
23.2 Consent of Richard A. Eisner & Company, LLP.
99.1 Reoffer Prospectus of the Corporation.
9
</TABLE>
<PAGE>
EXHIBIT 23.2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated February 14, 1997 on the consolidated
financial statements of Steven Madden, Ltd. and subsidiaries included in the
1996 Annual Report on Form 10-KSB. We also consent to the reference to our firm
under the caption "Experts" in the prospectus.
Richard A. Eisner & Company, LLP
New York, New York
October 9, 1997
11
<PAGE>
EXHIBIT 99.1
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 14, 1997
STEVEN MADDEN, LTD.
300,000 Shares of Common Stock
The 300,000 shares (the "Shares") of Common Stock, par value $.0001 per
share (the "Common Stock"), of Steven Madden, Ltd., a New York company (the
"Company"), to which this Prospectus relates are being offered on behalf of and
for the account of Steven Madden, the Company's Chairman of the Board, President
and Chief Executive Officer (the "Selling Securityholder"). The Company will not
receive any of the proceeds from the sale of the Shares by the Selling
Securityholder. However, the Company will receive upon issuance of the Shares to
the Selling Securityholder up to $525,000 from the exercise of certain options
granted to the Selling Securityholder at an exercise price of $1.75 per share.
See "Use of Proceeds." Any brokerage commissions or other similar expenses
incurred by the Selling Securityholder will be borne by the Selling
Securityholder. The resale of the securities of the Selling Securityholder is
subject to Prospectus delivery and other requirements of the Securities Act of
1933, as amended (the "Act"). Sales of such securities or the potential of such
sales at any time may have an adverse effect on the market prices of the
securities offered hereby. See "Selling Securityholder".
The Common Stock offered by this Prospectus may be sold from time to
time by the Selling Securityholder, or by his transferees. No underwriting
arrangements have been entered into by the Selling Securityholder. The
distribution of the securities by the Selling Securityholder may be effected in
one or more transactions that may take place on the over-the-counter market
including ordinary broker's transactions, privately-negotiated transactions or
through sales to one or more market makers or dealers for resale of such shares
as principals at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Usual and customary or
specifically negotiated brokerage fees or commissions may be paid by the Selling
Securityholder in connection with sales of such securities.
This offering is currently not being underwritten. However, the Selling
Securityholder, brokers, dealers or underwriters and intermediaries that
participate with the Selling Securityholder in the distribution of the Shares
may be deemed "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Act"), with respect to the securities offered and any profits
realized or commissions received may be deemed
13
<PAGE>
underwriting compensation. It is anticipated that all Shares being offered
hereby, when sales thereof are made, will be made in one or more transactions
(which may involve one or more block transactions) through customary brokerage
channels, either through brokers acting as brokers or agents for the sellers, or
through market makers, dealers or underwriters acting as principals who may
resell the Shares on The Nasdaq National Market or in privately negotiated
sales, or otherwise, or by combination of such methods of offering. Sales may be
made either at market prices prevailing at the time of the sales or at
negotiated prices.
The Company's shares of Common Stock, Class A Warrants and Class B
Warrants were quoted since December 10, 1993 on The Nasdaq SmallCap Market under
the symbols SHOO, SHOOW and SHOOZ, respectively. In January 1996, the Class A
Warrants ceased trading as a result of the Company's call for redemption of such
securities. In January 1997, the Company's shares of Common Stock and Class B
Warrants commenced trading on The Nasdaq National Market. On October 8, 1997,
the last quoted price of the Common Stock and Class B Warrants were $8.19, and
$3.22, respectively.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 14, 1997.
14
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information
including annual and quarterly reports on Form 10- KSB and 10-QSB (the "1934 Act
Filings") with the Securities and Exchange Commission (the "Commission"). The
statements contained in this Prospectus with respect to the contents of any
agreement or other document referred to herein are not necessarily complete and,
in each instance, reference is made to a copy of such agreement or document as
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by reference to the provisions of the relevant
documents. Reports and other information filed by the Company can be inspected
and copied at the public reference facilities maintained at the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material
can be obtained upon written request addressed to the Commission, Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a web site on the Internet (http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the
Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). The Company
has filed, through EDGAR, with the Commission a registration statement on Form
S-8 (herein together with all amendments and exhibits referred to as the
"Registration Statement") under the Act of which this Prospectus forms a part.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which have been omitted in accordance
with the rules and regulations of the Commission. For further information
reference is made to the Registration Statement.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFERING
DESCRIBED HEREIN OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SHARES TO WHICH IT RELATES, OR ANY OFFER OF SUCH SHARES TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER IS UNLAWFUL. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO SUCH DATE.
15
<PAGE>
Incorporation of Documents By Reference
The following documents or portions thereof, as filed with the
Securities and Exchange Commission by the Company, are incorporated herein by
reference into this Prospectus:
(1) Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997.
(2) Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997.
(3) Proxy Statement on Schedule 14A dated May 30, 1997.
(4) Annual Report on Form 10-KSB for the period ended
December 31, 1996.
(5) The description of the Common Stock, par value $.0001
per share ("Common Stock"), of the Company contained
in the Company's registration statement filed under
Section 12 of the 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 Securities Exchange Act of 1934, as amended ("Exchange Act"),
subsequent to the effective date of this Prospectus 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 this Prospectus 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 Prospectus 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
Prospectus.
16
<PAGE>
THE COMPANY
Steven Madden, Ltd. (the "Company") designs and markets fashion
footwear for sale to women, primarily through department stores, footwear
specialty stores, catalogues and eleven (11) Company owned retail stores. The
Company's products are designed to appeal principally to fashion conscious
consumers who shop at department stores and footwear boutiques, and are
moderately priced to attract a broad range of customers. Since its formation in
1990, the Company has introduced approximately four (4) new product lines each
year with the current collection consisting of approximately forty (40) styles,
including clogs, pumps, boots, sneakers and sandals. The Company's business is
comprised of a Steven Madden wholesale division, a retail division, a private
label division and the David Aaron(R) division. In 1997, the Company hopes to
increase sales in each of these divisions and to commence an aggressive
licensing program which will serve to significantly enhance the Company's brand
awareness with retailers and consumers. The Company was founded and developed by
Steven Madden, its Chief Executive Officer, President and Chairman of the Board.
Mr. Madden is the principal designer of the Company's footwear.
Steven Madden, Ltd., was incorporated as a New York corporation on July
9, 1990. The Company commenced operations in August, 1990 and introduced its
first styles of women's footwear and began shipping its products in the Fall of
1990. The Company completed its initial public offering in December 1993 and its
securities traded on The Nasdaq SmallCap Market until December 1996. Commencing
in January 1997, the Company's shares of Common Stock trade on The Nasdaq
National Market under the symbol "SHOO".
Recent Developments
On September 17, 1997, Jordan Belfort filed a Schedule 13D claiming
that Mr. Belfort beneficially owns 1,244,371 shares of Common Stock,
representing 14.9% of the shares of Common Stock outstanding. According to the
Schedule 13D, the shares of Common Stock beneficially owned by Mr. Belfort
include 30,000 shares of Common Stock recently purchased at $7 per share,
315,000 shares of Common Stock issuable upon the exercise of an option to
purchase shares of Common Stock at an exercise price of $5.80 per share, and
899,371 shares (the "Escrowed Shares") of Common Stock which are a portion of
the shares that are the subject of litigation among Mr. Belfort, Steve Madden,
the Company's Chairman of the Board, President and Chief Executive Officer, and
BOCAP Corp., a Florida corporation controlled by Mr. Madden. Mr. Belfort reports
that he purchased the Escrowed Shares from an escrow agent with whom the shares
were deposited by BOCAP. BOCAP has advised the Company that, pending resolution
of the current lawsuit, BOCAP contends that the escrow agent may not validly
sell the Escrowed Shares to Mr. Belfort. BOCAP has further advised the Company
that BOCAP has notified the Company's transfer agent that the Escrowed Shares
may not be validly transferred by the escrow agent to Mr. Belfort because such
shares are presently owned by BOCAP. Further, the Schedule 13D states that Mr.
Belfort intends to
17
<PAGE>
attempt to purchase additional shares of Common Stock and to nominate one or
more persons to stand for election to the Company's board of directors at the
Company's next meeting of stockholders. On September 30, 1997, Mr. Belfort filed
an amendment to Schedule 13D reporting that J2 Holdings, Inc., a corporation
wholly owned by Mr. Belfort, purchased from September 20, 1997 through September
26, 1997, 45,000 shares of Common Stock at prices ranging from $7.37 to $8.00.
As a result, Mr. Belfort claims beneficial ownership of 1,289,371 shares of
Common Stock, or 15.4% of the shares of Common Stock outstanding.
On July 29, 1997, the Company entered into an Amended Employment
Agreement with Steven Madden, the Company's Chairman of the Board, President and
Chief Executive Officer which terminates on December 31, 2007. The Amended
Employment Agreement provides that Mr. Madden shall receive a base salary of
$275,000 for the year ending December 31, 1998, $300,000 for the year ending
December 31, 1999, and for each year thereafter the base salary shall be
increased by 10%. Mr. Madden is also entitled to receive bonuses in cash,
capital stock or other property as the Board of Directors may determine from
time to time in its sole discretion. The Amended Employment Agreement also
provides for a signing bonus of $200,000, an annual non-accountable expense
allowance of $50,000 and an automobile allowance. Under the terms of the Amended
Employment Agreement, Mr. Madden may be terminated for Cause (as defined) or for
Total Disability (as defined) in which event Mr. Madden would not be entitled to
severance payments. If Mr. Madden is terminated for other than Cause or Total
Disability, the Company is required to pay the base salary due over the
remaining term of the Agreement (the "Base Salary Payment"), fifty percent (50%)
of which is payable on the termination date and fifty percent (50%) of which is
payable in equal installments on each January 1 during the remaining term of the
Amended Employment Agreement. Further, should a Change of Control (as defined)
occur without Mr. Madden's prior written consent, the Company is required to pay
Mr. Madden the Base Salary Payment plus an amount equal to Mr. Madden's bonus
during the preceding 12 months multiplied by the number of years remaining in
the term of the Agreement.
The Company maintains its principal executive offices and a retail
warehouse facility at 52-16 Barnett Avenue, Long Island City, NY 11104,
telephone number (718) 446-1800 and a showroom at 1370 Avenue of the Americas,
New York, NY 10019 and wholesale warehouses in Ft. Lauderdale, FL 33316 and Long
Island City, NY 11104.
Steven Madden, Ltd. - Wholesale Division
The wholesale division sells and markets the Company's Steve Madden(TM)
brand to major department stores, better specialty stores, and shoe stores
throughout the country and in Canada. During the last few years the Steve
Madden(TM) product line has become a leading footwear brand in the fashion
conscious junior marketplace. To serve its customers (women primarily ages 16 to
25), the Company creates and markets fashion forward footwear designed to appeal
to customers seeking exciting, new footwear designs at reasonable prices. In
1996,
18
<PAGE>
the wholesale division expanded its product mix to include sales of tailored
shoes, casual boots, and evening footwear. The Company, to further diversify its
product offerings, is including athletic footwear in 1997.
As the Company's largest division, the Steve Madden(TM) wholesale
division accounted for $36,500,000 in sales in 1996, or approximately 80% of the
Company's total sales. Many of the wholesale division's newly created styles are
test marketed at the Company's retail stores. Within a few days, the Company can
determine if a test product appeals to customers. This enables the Company to
rapidly respond to changing preferences which is essential to success in the
junior marketplace.
Steven Madden Retail, Inc. - Retail Division
The Company currently operates eleven (11) retail shoe stores under the
Steve Madden(TM) name. The stores are primarily located in the New York City
metropolitan area with additional stores located in California, Georgia and
Maryland. The stores have been designed to appeal to young fashion conscious
women by creating a "nightclub" type atmosphere. The retail stores have been
very successful for the Company, generating sales in excess of $1,000 per square
foot. Sales are primarily from the sale of the Company's Steve Madden(TM)
product line. Same store sales increased 9% in 1996 over 1995 sales and total
sales for the retail division were $3,805,000 compared to $1,951,000 for 1995.
The Company believes that the Retail Division will continue to enhance
overall sales and profits while building equity in the brand. It is for these
reasons that the Company has embarked upon an aggressive expansion plan and
intends to add approximately three (3) new retail stores during the remainder of
1997. Additionally, the expansion of the Retail Division enables the Company to
test and react to new products and classifications which strengthen the Steve
Madden wholesale division. In 1996, the Company hired a Director of Retail to
manage the retail store expansion.
Adesso-Madden, Inc. - Private Label Division
In September 1995, the Company incorporated Adesso-Madden, Inc. as a
wholly owned subsidiary ("A-M"). A-M was formed to serve as a buying agent to
mass market merchandisers, shoe store chains and other off-price retailers with
respect to their purchase of private label shoes. As a buying agent, A-M
arranges with shoe manufacturers in Asia and South America for them to
manufacture private label shoes to the specifications of their clients. A-M
receives commissions in connection with the purchase of private label shoes by
its clients. A-M entered into an employment agreement with Gerald Mongeluzo,
pursuant to which Mr. Mongeluzo will serve as President of A-M for a period of
two (2) years. Mr. Mongeluzo's employment agreement has not been renewed. Mr.
Mongeluzo was the founder and President of Adesso Shoes, Inc. which was
previously engaged in a business similar to A-
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M's business. To the Company's knowledge, Adesso Shoes, Inc. has ceased its
operations. In 1996, sales for the Private Label Division generated revenue of
$2,500,000 for the last three (3) months of 1996 and a commission of $951,000
for the year ended December 31, 1996.
The Diva Acquisition Corp. - David Aaron(R) Division
On April 1, 1996, the Company acquired Diva International, Inc., a New
York corporation ("Diva"), and its affiliate, Design Studio, a Spanish
corporation ("Design Studio"). The Company acquired through Diva Acquisition
Corp., a wholly owned subsidiary, all of the outstanding capital stock of Diva
and the assets of Design Studio for an aggregate of (i) $1,000,000 in cash and
(ii) $1,400,000 to be paid on the first anniversary of the Closing (the
"Subsequent Payment"). In lieu of paying the Subsequent Payment in cash, the
Company may elect to issue shares of Common Stock, subject to adjustment based
upon net assets of Diva at the time of Closing. Because of a downward adjustment
to the amount of the Subsequent Payment, the Company has agreed to issue 108,479
shares of Common Stock as payment of the Subsequent Payment, as adjusted. In
connection with the Diva transaction, the Company entered into employment
agreements with four (4) key employees of Diva. The agreements provide such
individuals with base salaries and bonuses based upon the performance of Diva
Acquisition Corp.
Diva designs and markets fashion footwear to women under the "David
Aaron(R)" name through major department stores and better footwear specialty
stores. Diva's products are designed to appeal principally to fashion conscious
women, ages 25 to 44, who shop at department stores and footwear boutiques,
priced a tier above the Steve Madden(TM) brand. The Company recorded sales from
the David Aaron(R) brand of approximately $3,000,000 for the nine month period
from April 1, 1996 (the date of acquisition) through December 31, 1996, or 7% of
the Company's total sales.
Products
The Company designs and markets a variety of shoes under the Steve
Madden(TM) name for young women and under the David Aaron(R) name for more
sophisticated customers. The Steve Madden(TM) line emphasizes up-to-date fashion
while the David Aaron(R) brand concentrates on fashionable variations with
contemporary styling. New designs are introduced periodically in response to
developing demands and tastes. The Company presently manufactures women's
footwear, including boots, clogs, sneakers and sandals.
Manufacturing
As is common in the footwear industry, the Company contracts for the
manufacture of footwear products to its specifications through independent
manufacturers. The Company
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believes that this sourcing of footwear products minimizes its investment in
fixed plants, reduces costs, and enables the Company to more efficiently and
rapidly introduce new product designs. At the same time, the Company does not
bear the expense or risks of maintaining its own manufacturing operation. The
Company presently contracts for manufacture of its shoes by factories located
predominately in Mexico, Brazil and China. Although the Company has not
entered into long-term manufacturing contracts with any of these companies,
the Company believes that a sufficient number of alternative sources exist, for
the manufacture of its products, although there can be no assurance that the
Company will be able to replace its current suppliers without delay or increased
costs. The Company does not believe that its position will be materially
affected by political or economic conditions in such foreign countries because
of the availability of such alternative resources.
The principal materials used in the Company's footwear are leather,
nylon, rubber, wood, and polyurethane. These materials are available from any
number of sources, both within the United States and in foreign countries,
although a loss of supply could temporarily interrupt or delay the manufacture
of affected items or force the Company to seek manufacturers elsewhere.
The Company believes that it has the ability to develop, over a period
of time, adequate alternative sources of supply, both domestic and foreign, for
the products obtained from present foreign suppliers. However, should the
Company be unable to acquire products from present suppliers or alternative
sources, the Company's operations would be seriously disrupted until alternative
suppliers could be found. Any such action could result in increases in the cost
of footwear in general and, accordingly might adversely affect the sales and
profitability of the Company.
Customers
The Company's customers purchasing shoes consist principally of
department stores and specialty stores, including shoe boutiques. Presently, the
Company sells approximately fifty percent (50%) of its products to department
stores, including Federated Department Stores (Bloomingdales, Burdines, Macy's
and Rich's), Dillards and Dayton Hudson and approximately fifty percent (50%) to
specialty stores, including shoe stores such as Edison Brothers (Wild Pair,
Precis, Bakers and Leeds) and ready-to-wear stores such as The Buckle, Urban
Outfitters and Pacific Sunwear. Federated Department Stores presently accounts
for approximately fifteen percent (15%) of the Company's sales. In 1996, the
Company expanded its customer base beyond the East and West coasts into other
major markets including the Midwest, Southwest, Northwest and Canada.
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Distribution
The Company distributes its shoe products through its sales force,
presently comprised of twelve (12) employees, one (1) full time Director of
Operations and eleven (11) sales representatives. These sales representatives
work on a commission basis and are responsible for placing the Company's
products with its principal customers, including department and specialty
stores. The Company intends to leverage its existing network of sales
representatives and thereby open new markets and increase its customer bases.
Competition
The fashionable footwear industry is highly competitive. The Company's
competitors include specialty companies as well as companies with diversified
product lines. The recent substantial growth in the sales of fashionable
footwear has encouraged the entry of many new competitors and increased
competition from established companies. Most of these competitors, including
Nine-West, Esprit, Sam and Libby, Zodiac and Guess, have significantly greater
financial and other resources than the Company. The Company believes effective
advertising and marketing, fashionable styling, high quality and value are the
most important competitive factors and intends to employ these elements as it
develops its products.
Marketing, Advertising and Promotion
The Company's current marketing approach is targeted to fashion forward
young women who demand footwear with up-to-the-minute styling at reasonable
prices. The Company believes that consumer preference is shifting from tailored
footwear to athletic looks, dress and casual leather fashion footwear. In
response to this trend, the Company has concentrated its efforts on the design
and marketing of a collection which includes sneakers, dress platform shoes,
clogs, boots and sandals. The Company presents its products at various national
and regional trade shows. To reinforce the Company's presence in the
marketplace, marketing and promotional strategies are created to improve sales
at the retail level and reinforce brand awareness.
The Company advertises its footwear in trade and consumer publications
as well as on billboards and painted walls in key locations. The Company intends
to expand its marketing efforts by increasing its advertising in fashion and
teen publications. In addition, the Company will launch in 1997 a national
consumer add campaign for David Aaron(R), as well as trade advertising. The
Company will augment the national effort for Steve Madden(TM) with strategic and
regional marketing.
In 1996, the Company created its site on the World Wide Web at
http:\\www.Stevemadden.com to provide information regarding the Company's
products to potential customers. In 1997, the Company intends to promote its Web
site by offering
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visitors interactive activities, such as "Dear Steve" where the Company's
customers can discuss fashion and other topics of interest.
In 1995, the Company hired an in-store coordinator to enhance sales of
the Company's products to major retail stores. The Company believes that by
supervising the display and merchandising of the Company's various shoe lines as
well as ordering the Company's shoes on behalf of sizable department stores, the
in-house coordinator will assist in increasing the Company's sales. In 1997, at
least 50 in store presentations will be in place.
In 1996, the Company hired an Image Director to implement marketing and
licensing strategies which include engaging a new advertising agency and a
promotion and public relations firm. Additionally, efforts to select licensing
partners in key product categories has been initiated. As of October 1997, five
(5) separate licenses have been executed for Steve Madden(TM) sportswear and
jeanswear, hosiery, handbags, sunglasses and jewelry.
On December 4, 1995, the Company entered into an arrangement pursuant
to which it prepaid for media time (television and radio) and print advertising
(newspaper and magazines). In January 1997, the Company was granted a one (1)
year extension through December 1999 on the usage of the credits thereby
strengthening its marketing efforts.
Management Information Systems (MIS) Operations
In 1996, the Company hired a Director of Management Information Systems
to further strengthen its systems of operation, including a more versatile
hardware and software package linking the Company's operations. The Company
commenced usage of its new wholesale software package and warehousing software
package in March 1997 and began using the automatic inventory replenishment
package in August 1997.
Receivables Financing
The Company finances its receivables through the use of a factor. The
Company's present relationship with Capital Factors, Inc. permits the Company to
draw down eighty percent (80%) of its invoiced receivables at an interest rate
of the greater of six percent (1%) or prime plus one percent (1%). The agreement
provides that Capital Factors is not required to purchase all the Company's
receivables. The Company has utilized several other factors in the past and
regularly explores alternative factoring relationships in order to obtain such
receivables financing on terms which are more favorable to the Company.
Trademarks
The Steve Madden(TM) trademark is the property of the Company and has
been registered with the United States Patent and Trademark Office ("PTO"). In
1996, the Company filed
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applications with the PTO to register its Steve Madden(TM) trademark with regard
to footwear, handbags, clothing, sunglasses and eyeglasses, jewelry, belts,
cosmetics and fragrances. There can be no assurance, however, that the Company
will be able to effectively protect such property rights. The failure by the
Company to protect such rights from unlawful and improper appropriation may have
a material adverse effect on the Company.
The Company has also filed application with the PTO to register its
Steve Madden(TM) trademark for the operation of its retail stores plus design
trademark in the United States in connection with clothing, sunglasses and
eyeglasses, jewelry, belts, cosmetics and fragrances.
The David Aaron(R) trademark was registered with the PTO on June 6,
1995, under the classifications for handbags, clothing, and footwear. Diva
Acquisition Corp. has also filed application with the PTO in January, 1997 to
register its David Aaron(R) trademark for the operation of anticipated retail
stores.
RISK FACTORS
An investment in the securities offered hereby is speculative and
involves a high degree of risk and substantial dilution and should only be
purchased by investors who can afford to lose their entire investment.
Prospective purchasers, prior to making an investment, should carefully consider
the following risks and speculative factors, as well as other information set
forth elsewhere in this Prospectus, associated with this offering, including the
information contained in the Financial Statements incorporated by reference
herein.
Statements in this Prospectus that are not statements of historical or
current fact constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other unknown
factors that could cause the actual results of the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. In addition to statements that
explicitly describe such risks and uncertainties, readers are urged to consider
statements labeled with the terms "believes," "belief," "expects," "intends,"
"anticipates" or "plans" to be uncertain and forward-looking. The forward-
looking statements contained herein are also subject generally to other risks
and uncertainties that are described from time to time in the Company's reports
and registration statements filed with the Securities and Exchange Commission
and certain of these risks are summarized below.
1. Dependence on Key Personnel. The Company is dependent, in
particular, upon the services of Steven Madden, its Chief Executive Officer,
President, Chairman of the Board and chief designer. If Mr. Madden is unable to
provide these services for whatever reason, the business could be materially and
adversely affected. The Company therefore maintains a
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key person life insurance policy on Mr. Madden with coverage in the amount of
$10,000,000. The Company has an employment contract with Mr. Madden that expires
in December 1999. See "Recent Developments for a summary of the Employment
Agreement between the Company and Mr. Madden. Since Mr. Madden is involved in
the design and marketing of the Company's footwear, as well as all aspects of
the Company's business, there can be no assurance that a suitable replacement
could be found if Mr. Madden were unable to perform services for the Company. As
a consequence, his loss could have a material adverse effect upon the Company.
2. Reliance on Domestic and Foreign Manufacturers. As is common in the
footwear industry, the Company contracts for the manufacture of its products to
its specifications through independent manufacturers in the United States and
abroad. As a result, at present, the Company is reliant upon foreign
manufactures for the overwhelming majority of its finished products. The Company
does not have any long-term contracts with these manufacturers and, as a
consequence, any of these manufacturing relationships may be terminated, by
either party, at any time. Although the Company believes that other facilities
are available for the manufacture of the Company's products, both within and
outside of the United States, there can be no assurance that such facilities
would be available to the Company on an immediate basis or that the costs
charged to the Company by such manufacturers will not be greater than those
presently paid. Management believes that this sourcing of footwear products
minimizes its investment in a fixed plant, reduces other costs, expedites
production turnover and mitigates various risks. The Company has no contracts
with manufacturers beyond the terms of purchase orders issued. At additional
cost, the Company has, in special circumstances, reduced the time required to
deliver footwear from a factory in order to meet demands of its customers. If
events should prevent the Company from acquiring products from the
manufacturers, the Company's operations would be seriously disrupted until
alternative manufacturers were found, with a significant adverse financial
impact. Any such action could result in increases in the cost of footwear in
general and, accordingly, might adversely affect the sales or profitability of
the Company.
The Company's business is subject to certain risks of doing business
abroad, such as economic and political strife, currency fluctuations and the
imposition of additional regulations relating to imports, including quotas,
duties or taxes, and other changes on imports. The Company does not believe that
any such economic or political conditions will materially affect the Company's
ability to purchase products, since a variety of materials and alternative
sources exist. The Company cannot be certain, however, that it will be able to
identify such alternative sources without delay or without greater cost to the
Company. At present, approximately 85% of the Company's products are
manufactured in Mexico, Brazil and China. The Company can not predict whether
additional United States customs, duties, quotas or restrictions will be imposed
upon the importation of its products in the future or what effect such
restrictions could have on the Company and its business.
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3. Fashion Trends. The success of the Company's products depends in
significant part upon the ability of the Company to anticipate and respond to
women's fashion trends. There can be no assurance that the Company's products
will correspond to changes in taste and demand or that the Company will be able
to successfully market products which respond to such trends.
4. Dependence Upon Customer. The Company's customers purchasing shoes
consist principally of department stores and specialty stores, including shoe
boutiques. Presently, the Company sells approximately fifty percent (50%) of its
products to department stores, including Federated Stores (Bloomingdales,
Burdines, Macy's and Bullocks) Dillards and Dayton Hudson and approximately
fifty (50%) percent to specialty stores, including shoe stores such as Edison
Brothers (Wild Pair, Precis, Bakers and Leeds) and ready-to-wear stores such as
The Buckle, Urban Outfitters and Pacific Sunwear. Federated Stores presently
accounts for approximately fifteen percent (15%) of the Company's sales. As a
result, the loss of Federated Stores as a customer could have a material adverse
effect on the Company's business.
5. Intense Industry Competition. The footwear industry in which the
Company markets and sells its products is highly competitive. At present, the
Company believes that its products constitute no more than a one (1%) percent
share of the market for junior women's shoes. The Company's competitors include
specialized women's shoe companies with diversified product lines, most of which
are better established and better financed than the Company. The Company
believes that the primary elements of competition are advertising and marketing
capabilities, fashion, quality and value. The Company's competitors include
Nine-West, Esprit, Sam and Libby, Zodiac, and Guess. Most of the Company's
competitors have significantly greater financial and other resources and there
can be no assurance that the Company will be able to compete successfully with
other fashion footwear companies.
6. Risks Attendant to Expansion. Like any business enterprise operating
in a specialized and competitive market, the Company is subject to many business
risks which include, but are not limited to, unforeseen marketing and
promotional expenses, unforeseen negative publicity, competition, and lack of
operating experience. In particular, the Company is subject to any significant
increases in the cost of its goods and materials and the ability of larger,
better established shoe manufacturers and retailers to purchase materials at a
greater discount and in greater quantity. Expansion of retail operations will be
subject to the ability of the Company to identify appropriate locations for
retail stores, and to attract and market compatible product lines. Many of the
risks may be unforeseeable or beyond the control of management. There can be no
assurance that the Company will successfully implement its business plan in a
timely or effective manner.
7. No Dividends. The Company has not paid dividends to its
shareholders in the past and there can be no assurances that the operations of
the Company will generate sufficient
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revenues so that the Company will have positive cash flow or operate at
profitable levels for the foreseeable future. It is anticipated that any
earnings which may be generated from operations of the Company will be used to
finance the growth of the Company and that cash dividends will not be paid to
holders of Common Stock.
8. Outstanding Warrants and Options. The Company currently has
outstanding 1,875,000 Class B Warrants exercisable at $5.50 per share and
150,000 Class C Warrants exercisable at $15.00 per share. The Class B Warrants
and Class C Warrants expire in December 1998. As of October 9, 1997, the Company
had outstanding options to purchase an aggregate of approximately 2,300,000
shares of Common Stock (including 1,300,000 of which are beneficially owned by
Steven Madden) and 86,000 additional shares of Common Stock reserved for
issuance upon the grant of future options under its current stock option plans.
Holders of such options and warrants are likely to exercise them when, in all
likelihood, the Company could obtain additional capital on terms more favorable
than those provided by the options. Further, while its options and warrants are
outstanding, they may adversely affect the terms in which the Company could
obtain additional capital.
USE OF PROCEEDS
The Shares being offered hereby are for the account of the Selling
Securityholder. Accordingly, the Company will not receive any of the proceeds
from the sale of the Shares by the Selling Securityholder. However, the Shares
are being issued by the Company to the Selling Securityholder upon the exercise
of certain options issued to the Selling Securityholder at an exercise price of
$1.75 per share. In the event that all of the options are exercised, the Company
will receive an aggregate of $525,000, all of which will be used for working
capital purposes.
SELLING SECURITYHOLDER
The number of Shares that may actually be sold by the Selling
Securityholder will be determined by the Selling Securityholder, and may depend
upon a number of factors, including, among other things, the market price of the
Common Stock. Because the Selling Securityholder may sell all, some or none of
the Shares that he holds, and because the offering contemplated by this
Prospectus is not nor is anticipated to be a "firm commitment" underwritten
offering, no estimate can be given as to the number of Shares that will be held
by the Selling Securityholder upon or prior to termination of this offering. See
"Plan of Distribution". The table below sets forth information as of the date of
this prospectus concerning beneficial ownership of Common Stock by the Selling
Securityholder.
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<TABLE>
<CAPTION>
Shares of Percent of
Common Common
Shares of Common Stock Stock
Stock Beneficially Percent of Beneficially Beneficially
Owned Before Common Stock Owned After Owned After
Name Offering(1) Before Offering Offering Offering
- ------------- ------------------ --------------- -------------- --------------
<S> <C> <C> <C> <C>
Steven Madden 2,854,816(2) 30.6 % 2,554,816(3) 27.3 %
</TABLE>
- ----------------------
(1) Beneficial ownership as reported in the table above has been
determined in accordance with Item 403 of Regulation S-B of the
Securities Act of 1933 and Rule 13(d)-3 of the Securities Exchange
Act.
(2) Includes (i) 1,284,816 shares of Common Stock held by BOCAP, a
corporation owned by Mr. Madden, (ii) 800,000 Shares of Common Stock
issuable upon the exercise of an option held by Mr. Madden at an
exercise price of $1.75 per share, (iii) 20,000 shares
of Common Stock issuable upon the exercise of an option granted to
Mr. Madden under the Company's 1995 Stock Plan, at an exercise
price of $5.50 per share, and (iv) 500,000 shares of Common Stock
issuable upon the exercise of an option granted under the Company's
1997 Stock Plan, at an exercise price of $3.31 per share.
(3) Assumes the sale of all of the Shares offered hereby.
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<PAGE>
PLAN OF DISTRIBUTION
The Company will receive no proceeds from the sale of the Shares by the
Selling Securityholder. However, the Company will receive up to $525,000 from
the exercise of certain options granted to the Selling Securityholder at an
exercise price of $1.75 per share. See "Use of Proceeds." The Shares may be
sold from time to time to purchasers directly by the Selling Securityholder.
Alternatively, the Selling Securityholder may sell the Shares in one or more
transactions (which may involve one or more block transactions) on The Nasdaq
National Market, in privately negotiated transactions or otherwise or in a
combination of such transactions; each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices; some or all of the
Shares may be sold through broker-dealers acting as principals for resale by
such dealers; and in connection with such sales, such brokers may receive
compensation in the form of commissions, discounts, or fees from the Selling
Securityholder and/or the purchasers of such Shares for whom they may act as
broker or agent. It is anticipated that the Selling Securityholder will offer
all the Shares for sale.
The Selling Securityholder, any brokers, dealers or underwriters and
intermediaries that participate with the Selling Securityholder in the
distribution of the Shares may be deemed "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Act"), with respect to the
securities offered and any profits realized or commissions received may be
deemed underwriting compensation. It is anticipated that all Shares being
offered hereby, when sales thereof are made, will be made in one or more
transactions (which may involve one or more block transactions) through
customary brokerage channels, either through brokers acting as brokers or agents
for the sellers, or through market makers, dealers or underwriters acting as
principals who may resell the shares on The Nasdaq National Market or in
privately negotiated sales, or otherwise, or by combination of such methods of
offering. Any dealer or broker participating in any distribution of the Shares
may be required to deliver a copy of this Prospectus, to any person who
purchases any of the Shares from or through such dealer or broker.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage in
market making activities with respect to the Shares for a period of up to five
days preceding such distribution. The Selling Stockholders will be subject to
the applicable provisions of the Exchange Act and the rules and regulations
promulgated thereunder, including without limitation Regulation M, which
provisions may limit the timing of purchases and sales by the Selling
Securityholder.
In order to comply with certain state securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
unless the Shares have been registered and qualify for sale
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<PAGE>
in such state, or unless an exemption from registration or qualifications
available and is obtained.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Bernstein & Wasserman, LLP.
EXPERTS
The consolidated financial statements of Steven Madden, Ltd. and
subsidiaries included in the Company's annual report on Form 10-KSB for the year
ended December 31, 1996, incorporated by reference in this Prospectus and the
Registration Statement have been audited by Richard A. Eisner & Company, LLP,
independent auditors, as indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the report of said firm given
upon their authority as experts in accounting and auditing.
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No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus and
if given or made, such information or representations must not be relied upon as
having been authorized by the Company or any Underwriter. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create any implication that there has been no change in the affairs of the
Company since the date hereof. This Prospectus does not constitute an offer of
any securities other than the securities to which it relates or an offer to any
person in any jurisdiction in which such an offer would be unlawful.
TABLE OF CONTENTS
Page
Available Information.........
Prospectus Summary..........
The Company...................
Risk Factors.....................
Use of Proceeds.................
Dilution...............
Selling Securityholder
Plan of Distribution
Legal Matters.................
Experts.......................
Additional Information........
STEVEN MADDEN, LTD.
300,000 Shares of Common Stock
----------
PROSPECTUS
----------
October 14, 1997
