<PAGE>
As filed with the Securities and Exchange Commission on June 1, 1998
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------------------
MAXWELL SHOE COMPANY INC.
(Exact name of issuer as specified in its charter)
DELAWARE 04-2599205
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
101 Sprague Street 02137
P.O. BOX 37 (Zip Code)
READVILLE (BOSTON), MA
(Address of Principal
Executive Offices)
1994 STOCK INCENTIVE PLAN
(Full title of the Plan)
Mr. Mark J. Cocozza
Chairman of the Board, Chief Executive Officer and President
Maxwell Shoe Company Inc.
101 Sprague Street
P.O. Box 37
Readville (Boston), MA 02137
(Name and address of agent for service)
(617) 364-5090
(Telephone number, including area code, of agent for service)
------------------------------------------
With a copy to:
Jonathan K. Layne, Esq.
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price per Aggregate Registration
Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 300,000 shares (1) $ 18.1875 (2) $ 5,456,250 (2) $ 1,609.59 (2)
$.01 par value
========================================================================================================
</TABLE>
(1) These shares of Class A Common Stock are reserved for issuance pursuant to
the 1994 Stock Incentive Plan of Maxwell Shoe Company Inc. Pursuant to Rule
416, there is also being registered such number of additional shares which
may become available for purchase pursuant to the foregoing Plan in the
event of certain changes in outstanding shares, including reorganizations,
recapitalizations, stock splits, stock dividends and reverse stock splits.
This Registration Statement does not include 750,000 shares available under
the Plan for which a registration statement on Form S-8 (File No. 33-83438)
was previously filed on August 30, 1994 and for which a registration fee was
previously paid.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
prices of the Class A Common Stock of Maxwell Shoe Company Inc. as reported
on the NASDAQ National Market System on May 27, 1998.
<PAGE>
This Registration Statement is being filed for the purpose of registering
additional securities of the same class as other securities for which a
registration statement on Form S-8 was filed with respect to the Maxwell Shoe
Company Inc. 1994 Stock Incentive Plan. Pursuant to General Instruction E of
Form S-8, the Registration Statement on Form S-8 (File No. 33-83438) filed on
August 30, 1994, by the Registrant with the Securities and Exchange Commission
is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated in this Registration
Statement by reference:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year ended
October 31, 1997;
(2) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
January 31, 1998;
(3) the Registrant's Current Report on Form 8-K dated May 4, 1998;
(4) the Registrant's Prospectus dated April 21, 1998 filed with the
Commission pursuant to Rule 424(b) of the Securities Act of 1933.
(5) the description of the Class A Common Stock set forth under the
heading "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-2 (File No. 333-48199) filed March
18, 1998 and amendments thereto; and
(6) the Registrant's Registration Statement on Form S-8 (File No. 33-
83438) filed August 30, 1994.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 8. EXHIBITS.
4.1 Maxwell Shoe Company Inc. 1994 Stock Incentive Plan, as amended
on April 2, 1998.
2
<PAGE>
4.2 Form of Employee Non-Qualified Stock Option Agreement pursuant to
1994 Stock Incentive Plan (incorporated by reference to
Registrant's Registration Statement on Form S-8 (File No. 33-
83438) filed August 30, 1994).
4.3 Form of Employee Incentive Stock Option Agreement pursuant to
1994 Stock Incentive Plan (incorporated by reference to
Registrant's Registration Statement on Form S-8 (File No. 33-
83438) filed August 30, 1994).
4.4 Form of Non-Employee Director Stock Option Agreement pursuant to
1994 Stock Incentive Plan (incorporated by reference to
Registrant's Registration Statement on Form S-8 (File No. 33-
83438) filed August 30, 1994).
4.5 Form of Restricted Stock Agreement pursuant to 1994 Stock
Incentive Plan (incorporated by reference to Registrant's
Registration Statement on Form S-8 (File No. 33-83438) filed
August 30, 1994).
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
24 Power of Attorney (included on page 4 of this Registration
Statement)
SIGNATURES
Pursuant to the requirements 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 the City of Readville, State of Massachusetts, on this 1st day
of June, 1998.
MAXWELL SHOE COMPANY INC.
By: /s/ MARK J. COCOZZA
--------------------------------------
Mark J. Cocozza
Chairman of the Board, Chief Executive
Officer and President
3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark J. Cocozza and James J. Tinagero as
such person's true and lawful attorney-in-fact and agent with full power of
substitution for such person and in such person's name, place and stead, in any
and all capacities, to sign and to file with the Securities and Exchange
Commission, any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in connection
therewith, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or any substitute therefor, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement 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/ MARK J. COCOZZA Chairman of the Board, Chief Executive June 1, 1998
- ------------------------------------- Officer and President
Mark J. Cocozza (Principal Executive Officer)
/s/ JAMES J. TINAGERO Executive Vice President June 1, 1998
- ------------------------------------- (Principal Financial Officer)
James J. Tinagero
/s/ RICHARD J. BAKOS Vice President Finance and June 1, 1998
- ------------------------------------- Chief Financial Officer
Richard J. Bakos (Principal Accounting Officer)
/s/ STEPHEN A. FINE Director June 1, 1998
- -------------------------------------
Stephen A. Fine
/s/ JONATHAN K. LAYNE Director June 1, 1998
- -------------------------------------
Jonathan K. Layne
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
4.1 Maxwell Shoe Company Inc. 1994 Stock Incentive Plan, as amended on April 2, 1998.
4.2 Form of Employee Non-Qualified Stock Option Agreement pursuant to 1994 Stock Incentive Plan
(incorporated by reference to Registrant's Registration Statement on Form S-8 (File No. 33-83438)
filed August 30, 1994).
4.3 Form of Employee Incentive Stock Option Agreement pursuant to 1994 Stock Incentive Plan (incorporated
by reference to Registrant's Registration Statement on Form S-8 (File No. 33-83438) filed August 30,
1994).
4.4 Form of Non-Employee Director Stock Option Agreement pursuant to 1994 Stock Incentive Plan
(incorporated by reference to Registrant's Registration Statement on Form S-8 (File No. 33-83438)
filed August 30, 1994).
4.5 Form of Restricted Stock Agreement pursuant to 1994 Stock Incentive Plan (incorporated by reference to
Registrant's Registration Statement on Form S-8 (File No. 33-83438) filed August 30, 1994).
5 Opinion of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5).
24 Power of Attorney (included on page 4 of this Registration Statement)
</TABLE>
5
<PAGE>
EXHIBIT 4.1
MAXWELL SHOE COMPANY INC.
AMENDED 1994 STOCK INCENTIVE PLAN
Section 1. PURPOSE OF PLAN
The purpose of this 1994 Stock Incentive Plan (this "Plan") of Maxwell
Shoe Company Inc., a Delaware corporation (the "Company"), is to enable the
Company and its subsidiaries to attract, retain and motivate their employees and
consultants by providing for or increasing the proprietary interests of such
employees and consultants in the Company, and to enable the Company to attract,
retain and motivate its nonemployee directors and further align their interests
with those of the stockholders of the Company by providing for or increasing the
proprietary interests of such directors in the Company.
SECTION 2. PERSONS ELIGIBLE UNDER PLAN
Any person, including any director of the Company, who is an employee
of or consultant to the Company or any of its subsidiaries (an "Employee") shall
be eligible to be considered for the grant of Awards (as hereinafter defined)
hereunder. Any director of the Company who is not an Employee (a "Nonemployee
Director") shall automatically receive Nonemployee Director Options (as
hereinafter defined) pursuant to Section 4 hereof, but shall not otherwise
participate in this Plan.
SECTION 3. AWARDS
(a) The Committee (as hereinafter defined), on behalf of the Company,
is authorized under this Plan to enter into any type of arrangement with an
Employee that is not inconsistent with the provisions of this Plan and that, by
its terms, involves or might involve the issuance of (i) shares of Class A
Common Stock, par value $.01 per share, of the Company ("Common Shares") or (ii)
a Derivative Security (as such term is defined in Rule 16a-1 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such
Rule may be amended from time to time) with an exercise or conversion privilege
at a price related to the Common Shares or with a value derived from the value
of the Common Shares. The entering into of any such arrangement is referred to
herein as the "grant" of an "Award."
(b) Awards are not restricted to any specified form or structure and
may include, without limitation, sales or bonuses of stock, restricted stock,
stock options, reload stock options, stock purchase warrants, other rights to
acquire stock, securities convertible into or redeemable for stock, stock
appreciation rights, limited stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, and an Award may consist
of one such security or benefit, or two or more of them in tandem or in the
alternative.
<PAGE>
(c) Common Shares may be issued pursuant to an Award for any lawful
consideration as determined by the Committee, including, without limitation,
services rendered by the recipient of such Award.
(d) Subject to the provisions of this Plan, the Committee, in its sole
and absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may include, among
other things:
(i) a provision permitting the recipient of such Award,
including any recipient who is a director or officer of the Company, to pay
the purchase price of the Common Shares or other property issuable pursuant
to such Award, or such recipient's tax withholding obligation with respect
to such issuance, in whole or in part, by any one or more of the following:
(A) the delivery of previously owned shares of capital stock
of the Company (including "pyramiding") or other property, provided
that the Company is not then prohibited from purchasing or acquiring
shares of its capital stock or such other property,
(B) a reduction in the amount of Common Shares or other
property otherwise issuable pursuant to such Award, or
(C) the delivery of a promissory note, the terms and
conditions of which shall be determined by the Committee;
(ii) a provision conditioning or accelerating the receipt of
benefits pursuant to such Award, either automatically or in the discretion
of the Committee, upon the occurrence of specified events, including,
without limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of substantially all of the property and
assets of the Company or an event of the type described in Section 8
hereof; or
(iii) a provision required in order for such Award to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code
(an "Incentive Stock Option"), provided that the recipient of such Award is
eligible under the Internal Revenue Code to receive an Incentive Stock
Option.
(e) Notwithstanding any other provision of this Plan, no Employee
shall to be granted options for in excess of 100,000 shares of Common Stock,
subject to adjustment pursuant to Section 8 hereof, during any one calendar
year.
SECTION 4. NONEMPLOYEE DIRECTOR OPTIONS
(a) Each person who becomes a Nonemployee Director after the effective
date of this Plan shall automatically be granted, upon becoming a Nonemployee
Director, a
2
<PAGE>
Nonemployee Director Option to purchase 5,000 Common Shares. Each year, on the
first business day following the date of the annual meeting of stockholders of
the Company, or any adjournment thereof, at which directors of the Company are
elected, each Nonemployee Director shall automatically be granted an option (a
"Nonemployee Director Option") to purchase 5,000 Common Shares.
(b) If, on any date upon which Nonemployee Director Options are to be
automatically granted pursuant to this Section 4 (a "Date of Grant"), the number
of Common Shares remaining available for option under this Plan is insufficient
for the grant to each Nonemployee Director of a Nonemployee Director Option to
purchase the entire number of Common Shares specified in this Section 4, then a
Nonemployee Director Option to purchase a proportionate amount of such available
number of Common Shares (rounded to the nearest whole share) shall be granted to
each Nonemployee Director on such date.
(c) Each Nonemployee Director Option granted under this Plan shall be
exercisable in full upon the Date of Grant of such Nonemployee Director Option.
(d) Each Nonemployee Director Option granted under this Plan shall
expire upon the first to occur of the following:
(i) The second anniversary of the date upon which the optionee
shall cease to be a Nonemployee Director; or
(ii) The tenth anniversary of the Date of Grant of such
Nonemployee Director Option.
(e) Each Nonemployee Director Option shall have an exercise price
equal to the greater of (i) the aggregate Fair Market Value on the Date of Grant
of such option of the Common Shares subject thereto or (ii) the aggregate par
value of such Common Shares on such date.
(f) Payment of the exercise price of any Nonemployee Director Option
granted under this Plan and the optionee's tax withholding obligation, if any,
with respect to such Nonemployee Stock Option shall be made in full in cash
concurrently with the exercise of such Nonemployee Director Option; provided,
however, that the payment of such exercise price and/or tax withholding may
instead be made, in whole or in part, by any one or more of the following:
(i) the delivery of previously owned shares of capital stock of
the Company, provided that the Company is not then prohibited from
purchasing or acquiring shares of its capital stock or such other property;
or
(ii) the delivery, concurrently with such exercise and in
accordance with Section 220.3(e)(4) of Regulation T promulgated under the
Exchange Act, of a properly executed exercise notice for such Nonemployee
Director Option and irrevocable instructions to a broker promptly to
deliver to the Company a specified
3
<PAGE>
dollar amount of the proceeds of a sale of or a loan secured by the Common
Shares issuable upon exercise of such Nonemployee Director Option.
(g) The "Fair Market Value" of a Common Share or other security on any
date (the "Determination Date") shall be equal to the closing price per Common
Share or unit of such other security on the business day immediately preceding
the Determination Date, as reported in The Wall Street Journal, Western Edition,
or, if no closing price was so reported for such immediately preceding business
day, the closing price for the next preceding business day for which a closing
price was so reported, or, if no closing price was so reported for any of the 30
business days immediately preceding the Determination Date, the average of the
high bid and low asked prices per Common Share or unit of such other security on
the business day immediately preceding the Determination Date in the over-the-
counter market, as reported by the National Association of Securities Dealers,
Inc. Automated Quotations System ("NASDAQ") or such other system then in use,
or, if the Common Shares or such other security were not quoted by any such
organization on such immediately preceding business day, the average of the
closing bid and asked prices on such day as furnished by a professional market
maker making a market in the Common Shares or such other security selected by
the Board.
(h) All outstanding Nonemployee Director Options shall terminate upon
the first to occur of the following:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger or consolidation of the Company
(other than a reorganization, merger or consolidation the sole purpose of
which is to change the Company's domicile solely within the United States)
as a result of which the outstanding securities of the class then subject
to such outstanding Nonemployee Director Options are exchanged for or
converted into cash, property and/or securities not issued by the Company,
unless such reorganization, merger or consolidation shall have been
affirmatively recommended to the stockholders of the Company by the Board
and the terms of such reorganization, merger or consolidation shall provide
that such Nonemployee Director Options shall continue in effect thereafter
and shall be exercisable to acquire the number and type of securities or
other consideration to which the Nonemployee Directors would have been
entitled had they exercised such Nonemployee Director Options immediately
prior to such reorganization, merger or consolidation; or
(iii) the sale of all or substantially all of the property and
assets of the Company.
(i) Each Nonemployee Director Option shall be nontransferable by the
optionee other than by will or the laws of descent and distribution, and shall
be exercisable during the optionee's lifetime only by the optionee or the
optionee's guardian or legal representative.
4
<PAGE>
(j) Nonemployee Director Options are not intended to qualify as
Incentive Stock Options.
SECTION 5. STOCK SUBJECT TO PLAN
(a) The aggregate number of Common Shares that may be issued pursuant
to all Incentive Stock Options granted under this Plan shall not exceed
1,050,000, subject to adjustment as provided in Section 8 hereof.
(b) The aggregate number of Common Shares issued and issuable pursuant
to all Awards (including Incentive Stock Options) and Nonemployee Director
Options granted under this Plan shall not exceed 1,050,000, subject to
adjustment as provided in Section 8 hereof.
(c) For purposes of Section 5(b) hereof, the aggregate number of
Common Shares issued and issuable pursuant to all Awards and Nonemployee
Director Options granted under this Plan shall at any time be deemed to be equal
to the sum of the following:
(i) the number of Common Shares that were issued prior to such
time pursuant to Awards and Nonemployee Director Options granted under this
Plan, other than Common Shares that were subsequently reacquired by the
Company pursuant to the terms and conditions of such Awards and with
respect to which the holder thereof received no benefits of ownership such
as dividends; plus
(ii) the number of Common Shares that were otherwise issuable
prior to such time pursuant to Awards granted under this Plan, but that
were withheld by the Company as payment of the purchase price of the Common
Shares issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance; plus
(iii) the maximum number of Common Shares issuable at or after
such time pursuant to Awards and Nonemployee Director Options granted under
this Plan prior to such time.
SECTION 6. DURATION OF PLAN
Neither Awards nor Nonemployee Director Options shall be granted under
this Plan after January 30, 2004. Although Common Shares may be issued after
January 30, 2004 pursuant to Awards and Nonemployee Director Options granted
prior to such date, no Common Shares shall be issued under this Plan after
January 30, 2014.
SECTION 7. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a committee of the Board (the
"Committee") consisting of two or more directors, each of whom is a
"disinterested person"
5
<PAGE>
(as such term is defined in Rule 16b-3 promulgated under the Exchange Act, as
such Rule may be amended from time to time).
(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to
this Plan;
(ii) determine which persons are Employees and to which of such
Employees, if any, Awards shall be granted hereunder;
(iii) grant Awards to Employees and determine the terms and
conditions thereof, including the number of Common Shares issuable pursuant
thereto;
(iv) determine the terms and conditions of the Nonemployee
Director Options that are automatically granted hereunder, other than the
terms and conditions specified in Section 4 hereof;
(v) determine whether, and the extent to which, adjustments are
required pursuant to Section 8 hereof; and
(vi) interpret and construe this Plan and the terms and
conditions of all Awards and Nonemployee Director Options granted
hereunder.
SECTION 8. ADJUSTMENTS
If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in (a) the number
and type of shares or other securities or cash or other property that may be
acquired pursuant to Incentive Stock Options and other Awards and Nonemployee
Director Options theretofore granted under this Plan, (b) the maximum number and
type of shares or other securities that may be issued pursuant to Incentive
Stock Options and other Awards and Nonemployee Director Options thereafter
granted under this Plan, and (c) the maximum number of Common Shares for which
options may be granted during any one calendar year.
6
<PAGE>
SECTION 9. AMENDMENT AND TERMINATION OF PLAN
The Board may amend or terminate this Plan at any time and in any
manner, subject to the following limitations:
(a) no such amendment or termination shall deprive the recipient of
any Award or Nonemployee Director Option theretofore granted under this Plan,
without the consent of such recipient, of any of his or her rights thereunder or
with respect thereto; and
(b) Section 4 hereof shall not be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
SECTION 10. EFFECTIVE DATE OF PLAN
This Plan shall be effective as of January 30, 1994, the date upon
which it was approved by the Board; provided, however, that no Common Shares may
be issued under this Plan until it has been approved, directly or indirectly, by
the affirmative votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote at a meeting duly held in
accordance with the laws of the State of Delaware.
7
<PAGE>
EXHIBIT 5
June 1, 1998
(213) 229-7000 C 59343-00008
Maxwell Shoe Company Inc.
101 Sprague Street
P.O. Box 37
Readville (Boston), MA 02137
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as counsel to Maxwell Shoe Company Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") with respect to the registration under
the Securities Act of 1933, as amended, of 300,000 shares of Class A Common
Stock, $.01 par value (the "Shares"), of the Company (the "Class A Stock")
which have been reserved for issuance from time-to-time pursuant to awards
granted and to be granted pursuant to the Company's 1994 Stock Incentive Plan,
as amended (the "Plan").
We have examined, among other things, the Company's Certificate of
Incorporation, Bylaws and the Plan, each as amended to date, and related
agreements, and records of corporate proceedings and other actions taken and
proposed to be taken by the Company in connection with the authorization,
issuance and sale of the Shares pursuant to awards granted under the Plan.
Based on the foregoing and in reliance thereon, it is our opinion that the
Shares of Class A Stock, when issued pursuant to awards granted and exercised in
accordance with the provisions of the Plan and related agreements, will be
legally issued, fully paid and non-assessable.
<PAGE>
June 1, 1998
Page 2
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
GIBSON, DUNN & CRUTCHER LLP
JKL/SS/AUN
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1994 Stock Incentive Plan of Maxwell Shoe Company Inc. of
our report dated December 15, 1997, with respect to the consolidated financial
statements and schedule of Maxwell Shoe Company Inc. included in its Annual
Report (Form 10-K) for the year ended October 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
June 1, 1998
