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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): April 27, 1998
MAXWELL SHOE COMPANY INC.
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<S> <C> <C>
Delaware 04-2599205
(State or Other Jurisdiction of 0-24026 (IRS Employer
Incorporation) (Commission File Number) Identification No.)
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101 Sprague Street
P.O. Box 37 02137
Readville (Boston), MA (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (617) 364-5090
None
(Former name or former address, if changed since last report)
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ITEM 1. CHANGE OF CONTROL OF REGISTRANT
On April 27, 1998, Maxwell Shoe Company Inc. (the "Company") issued the
press release attached hereto as Exhibit 99.1 announcing that, as of such date,
certain stockholders of the Company, including Maxwell V. Blum, Betty Ann Blum,
Marjorie W. Blum and a trust for the benefit of Eleanor Blum (collectively, the
"Blum Family") consummated the sale of 5,044,167 shares of Class A Common Stock
("Common Stock") of the Company upon conversion of a like number of Class B
shares and the exercise of stock options. The Company also announced that it
sold 801,625 shares of Common Stock pursuant to the full exercise of an over-
allotment option granted by the Company to the underwriters.
As a result of the consummation of the above transactions (including
certain management changes effected at the closing thereof), the Company is no
longer controlled by Maxwell V. Blum or any member of the Blum Family.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MAXWELL SHOE COMPANY INC.
Date: May 4, 1998 By: /s/ Richard J. Bakos
__________________________________
Richard J. Bakos
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release of the Registrant dated April 27, 1998.
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EXHIBIT 99.1
News Release
For Immediate Release
Investor Contact: Richard J. Bakos
Maxwell Shoe Company Inc.
Chief Financial Officer
(617) 333-4007
Media Contact: Michael McMullan
Morgen-Walke Associates
(212) 850-5600
MAXWELL SHOE COMPANY INC. ANNOUNCES CLOSING OF
COMMON STOCK OFFERING
Hyde Park, MA, April 27, 1998 -- Maxwell Shoe Company Inc., (Nasdaq: MAXS),
today announced the closing of a public offering of an aggregate of 6,145,792
shares of Class A Common Stock at $17.50 per share.
Of the shares sold, 5,044,167 Class A shares were sold by members of the
Blum family and a trust for their benefit upon conversion of a like number of
Class B shares and exercise of stock options, and 300,000 Class A shares were
sold by Mark J. Cocozza pursuant to the exercise of stock options. The Company
did not receive any proceeds from the sale of shares by the selling
stockholders. In addition, the Company sold 801,625 shares of Class A Common
Stock pursuant to the full exercise of an over-allotment option granted by the
Company to the underwriters. The offering was made through an underwriting
group managed by Lehman Brothers Inc., Bear, Stearns & Co. Inc., BT Alex. Brown
Incorporated, and Tucker Anthony Incorporated.
The Company also announced the completion of the management changes
described in the Company's April 21, 1998 Prospectus, including the election of
Mark J. Cocozza to the positions of Chairman of the Board and Chief Executive
Officer in addition to his previous position of President of the Company.
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MAXWELL SHOE COMPANY INC. ANNOUNCES
CLOSING OF COMMON STOCK OFFERING
Maxwell Shoe Company Inc. designs, develops and markets casual and dress
footwear for women and children. The Company's brands include Mootsies
Tootsies, Jones New York, and Sam & Libby.
Certain statements contained in this press release regard matters that are
not historical facts and are forward looking statements (as such term is defined
in the rules promulgated pursuant to the Securities Act of 1933, as amended).
Because such forward looking statements contain risks and uncertainties, actual
results may differ materially from those expressed in or implied by such forward
looking statements. Factors that could cause actual results to differ
materially include, but are not limited to: changing consumer preference,
competition from other footwear manufacturers or retailers, loss of key
employees, general economic conditions and adverse factors impacting the retail
footwear industry, and the inability by the Company to source its products due
to political or economic factors or the imposition of trade or duty
restrictions. The Company undertakes no obligation to release publicly the
results of any revisions to these forward looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Investors are also directed to other risks
discussed in documents filed by the Company with the Securities and Exchange
Commission.
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