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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): October 27, 1998
MAXWELL SHOE COMPANY INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-24026 04-2599205
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
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101 SPRAGUE STREET
P.O. BOX 37
READVILLE (BOSTON), MA 02137
(Address of Principal Executive Offices) (Zip Code)
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 5. Other Events.
On October 27, 1998, Maxwell Shoe Company Inc. (the "Company") issued the
press release attached hereto as Exhibit 99.1 announcing that the Company's
Board of Directors had adopted a Stockholder Rights Plan. The plan was not
adopted in response to any known effort to acquire the Company but was intended
to protect the long-term value of the Company for its stockholders in the event
of any unsolicited attempt to acquire the Company.
Item 7. Financial Statements and Exhibits.
The following is filed as an exhibit to this Current Report on Form 8-K:
99.1 Press Release of the Registrant dated October 27, 1998.
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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 behalf of the undersigned
hereunto duly authorized.
Dated: October 27, 1998 MAXWELL SHOE COMPANY INC.
By: /s/ James J. Tinagero
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James J. Tinagero
Executive Vice President
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News Release
For Immediate Release
Investor Contact: James J. Tinagero
Maxwell Shoe Company Inc.
Executive Vice President
(617) 333-4032
Media Contact: Michael McMullan
Morgen-Walke Associates
(212) 850-5600
MAXWELL SHOE COMPANY INC. ADOPTS STOCKHOLDER RIGHTS PLAN
Hyde Park, MA, October 27, 1998 - Maxwell Shoe Company Inc. (Nasdaq: MAXS)
announced today that its Board of Directors has adopted a Stockholder Rights
Plan. The plan is not being adopted in response to any known effort to acquire
the Company but is intended to protect the long-term value of the Company for
its stockholders in the event of any unsolicited attempt to acquire the Company.
Under the plan, a dividend of one right to purchase a fraction of a share
of a newly-created class of preferred stock was declared for each share of Class
A common stock outstanding at the close of business on November 9, 1998. The
rights, which expire on November 2, 2008, may be exercised only if certain
conditions are met, such as the acquisition (or the announcement of a tender
offer the consummation of which would result in the acquisition) of 15 percent
or more of Maxwell Shoe Company Inc.'s Class A common stock by a person or
affiliated group. The distribution of the preferred share purchase rights is
not taxable to the Company's stockholders, nor does the issuance of the rights
affect earnings per share or change the way in which the Company's shares may be
traded.
Once exercisable, and in some cases if certain additional conditions are
met, the rights plan allows Maxwell Shoe Company Inc. stockholders (other than
the acquirer) to purchase common stock equivalents in Maxwell Shoe Company Inc.
or in the acquirer at a substantial discount.
The Board also has the right to redeem outstanding rights at any time
before a person has acquired 15% or more of the outstanding Class A common
stock, at a price of $0.001 per right. The terms of the rights may be amended
by the Board in certain circumstances. A complete description will be filed
with the Securities and Exchange Commission, and further details regarding the
rights plan will be provided to stockholders in a forthcoming letter.
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.
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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.
