AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 2000,
REGISTRATION NO. -_________
-----------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
STEVEN MADDEN, LTD.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3588231
---------------------------- ------------------------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF ORGANIZATION)
52-16 BARNETT AVENUE, LONG ISLAND CITY, NY 11104
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1999 STOCK PLAN
------------------------
(FULL TITLE OF THE PLAN)
STEVEN MADDEN
CHIEF EXECUTIVE OFFICER
STEVEN MADDEN, LTD.
52-16 BARNETT AVENUE
LONG ISLAND CITY, NY 11104
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(718) 446-1800
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(TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
CONTINUED OVERLEAF
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate registration
to be registered registered(1) per share offering price fee
---------------- ------------- ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock 575,000(2) $ 7.0625(3) $4,060,937.50 $1,072.69
Total $1,072.69
-----------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended ("Securities Act"), this registration statement also covers an
indeterminate number of shares as may be required by reason of any
stock dividend, recapitalization, stock split, reorganization, merger,
consolidation, combination or exchange of shares or other similar
change affecting the stock.
(2) Includes 575,000 shares of Common Stock reserved under the 1999 Stock
Plan, as amended.
(3) Estimated solely for the purpose of calculating the registration fee
based upon the closing price of the shares of Common Stock on July 3,
2000 of $ 7.0625 reported on The Nasdaq National Market.
<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, as filed with the Securities and Exchange
Commission by Steven Madden, Ltd., a Delaware corporation (the "Corporation"),
are incorporated herein by reference:
(1) Current Report on Form 8-K filed on June 28, 2000.
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000.
(3) Proxy Statement on Schedule 14A dated April 12, 2000.
(4) Annual Report on Form 10-K for the period ended December 31, 1999.
(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 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.
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<PAGE>
ITEM 4. Description of Securities.
Not Applicable.
ITEM 5. Interests of Named Experts and Counsel
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify its directors and officers, as well as
other employees and individuals, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute requires court approval
before there can be any indemnification in which the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
Article Tenth of the Registrant's Certificate of Incorporation states
as follows:
The Corporation 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 their heirs,
executors, and administrators of such a person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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<PAGE>
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as a part of this
registration statement:
EXHIBIT NO. DOCUMENT
5.1 Opinion of Berlack, Israels & Liberman LLP.
10.1 1999 Stock Plan, as amended.
23.1 Consent of Berlack, Israels & Liberman LLP (included in Exhibit
5.1).
23.2 Consent of Richard A. Eisner & Company, LLP.
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, that 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 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.
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<PAGE>
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.
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<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 30th day of June, 2000.
STEVEN MADDEN, LTD.
By: /s/ STEVEN MADDEN
--------------------------------
Steven Madden
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.
Signature Title Date
--------- ----- ----
/s/ CHARLES KOPPELMAN Chairman of the Board June 30, 2000
------------------------
Charles Koppelman
/s/ STEVEN MADDEN Chief Executive Officer June 30, 2000
-------------------------
Steven Madden
/s/ RHONDA BROWN President and Chief Operating June 30, 2000
------------------------- Officer and Director
Rhonda Brown
/s/ ARVIND DHARIA Chief Financial and Chief June 30, 2000
------------------------ Accounting Officer and Director
Arvind Dharia
/s/ JOHN BASILE Executive Vice President June 30, 2000
------------------------ and Director
John Basile
/s/ LES WAGNER Vice President - Steven Madden June 30, 2000
------------------------ Retail, Inc. and Director
Les Wagner
/s/ JOHN L. MADDEN Director June 30, 2000
------------------------
John L. Madden
/s/ PETER MIGLIORINI Director June 30, 2000
------------------------
Peter Migliorini
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<PAGE>
STEVEN MADDEN, LTD
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DOCUMENT
5.1 Opinion of Berlack, Israels & Liberman LLP.
10.1 1999 Stock Plan, as amended.
23.1 Consent of Berlack, Israels & Liberman LLP (included in Exhibit
5.1).
23.2 Consent of Richard A. Eisner & Company, LLP.
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