SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: November 14, 2001
STEVEN MADDEN, LTD.
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(Exact name of registrant as specified in its charter)
Delaware 0-23702 13-3588231
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
52-16 Barnett Avenue, Long Island City, New York 11104
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 446-1800
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Items 1-4. Not Applicable.
Item 5. Other Events.
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On October 30, 2001, the Board of Directors of STEVEN MADDEN, LTD.
(the "Company") declared a dividend distribution of one preferred stock purchase
right (a "Right") for each outstanding share of Common Stock, $.0001 par value
per share (the "Common Stock"), of the Company held by stockholders of record on
November 26, 2001 (the "Record Date"). Each Right entitles the registered holder
to purchase from the Company one one-thousandth (1/1,000) of a share of
preferred stock of the Company, designated as Series A Junior Participating
Preferred Stock (the "Preferred Stock") at a price of $75.00 per one
one-thousandth (1/1,000) of a share (the "Exercise Price"). The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement"), dated as of November 14, 2001, between the Company and American
Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent").
As discussed below, initially the Rights will not be exercisable,
certificates will not be sent to stockholders and the Rights will automatically
trade with the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following the first date (the
"Stock Acquisition Date") on which there is a public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person"), with
certain exceptions set forth below, has acquired beneficial ownership of 15% or
more of the outstanding voting stock of the Company or such earlier or later
date (not beyond the thirtieth day after the Stock Acquisition Date) as the
Board of Directors may determine or (ii) the tenth business day (or such later
date as may be determined by the Board of Directors prior to such time as any
person or group of affiliated or associated persons becomes an Acquiring Person)
after the date of the commencement or announcement of a person's or group's
intention to commence a tender or exchange offer the consummation of which would
result in the ownership of 15% or more of the Company's outstanding voting stock
(even if no shares are actually purchased pursuant to such offer); prior
thereto, the Rights will not be exercisable, will not be represented by a
separate certificate, and will not be transferable apart from the Common Stock,
but will instead be evidenced, (i) with respect to any of the shares of Common
Stock held in uncertificated book-entry form (a "Book-Entry") outstanding as of
the Record Date, by such Book-Entry and (ii) with respect to the shares of
Common Stock evidenced by Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate, together with a copy of this Summary of
Rights. An Acquiring Person does not include (A) the Company, (B) any subsidiary
of the Company, (C) any employee benefit plan or employee stock plan of the
Company or of any subsidiary of the Company, or any trust or other entity
organized, appointed, established or holding Common Stock for or pursuant to the
terms of any such plan or (D) any person or group whose ownership of 15% or more
of the shares of voting stock of the Company then outstanding results solely
from (i) any action or transaction or transactions approved by the Board of
Directors before such person or group became an Acquiring Person or (ii) a
reduction
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in the number of outstanding shares of voting stock of the Company pursuant to a
transaction or transactions approved by the Board of Directors, provided that
any person or group that does not become an Acquiring Person by reason of clause
(i) or (ii) above shall become an Acquiring Person upon acquisition of an
additional 1% or more of the Company's voting stock then outstanding unless such
acquisition of additional voting stock will not result in such person or group
becoming an Acquiring Person by reason of such clause (i) or (ii). For purposes
of the foregoing, outstanding voting stock of the Company includes voting stock
that trades on a "when issued" basis on a national securities exchange or on the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ").
Until the Distribution Date (or earlier redemption or expiration of
the Rights), new Common Stock certificates issued after November 26, 2001 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), transfer
on the Company's Direct Registration System of any Common Stock represented by a
Book-Entry or a certificate outstanding as of November 26, 2001, and, in each
case, with or without a copy of this Summary of Rights attached thereto, will
also constitute the transfer of the Rights associated with the Common Stock
represented by such Book-Entry or certificate. As soon as practicable following
the Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate Rights Certificates
alone will evidence the Rights from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. Unless
earlier redeemed by the Company as described below, the Rights will expire at
the close of business on November 14, 2011 (the "Expiration Date") (or, if the
Distribution Date shall have occurred before November 14, 2011, at the close of
business on the 90th day following the Distribution Date).
The Preferred Stock is nonredeemable and, unless otherwise provided
in connection with the creation of a subsequent series of preferred stock (i)
subordinate to any other series of the Company's preferred stock and (ii) senior
to the Common Stock. The Preferred Stock may not be issued except upon exercise
of Rights. Each share of Preferred Stock will be entitled to receive when, as
and if declared, a quarterly dividend in an amount equal to (i) 1,000 times the
cash dividends declared on the Company's Common Stock, and (ii) a preferential
cash dividend, if any, in preference to holders of Common Stock in an amount
equal to $50.00 per share of Preferred Stock less the per share amount of all
cash dividends declared on the Preferred Stock pursuant to clause (i) since the
immediately preceding quarterly dividend payment date. In addition, Preferred
Stock is entitled to 1,000 times any noncash dividends (other than dividends
payable in equity securities) declared on the Common Stock, in like kind. In the
event of the liquidation of the Company, the holders of Preferred Stock will be
entitled to receive, for each share of Preferred Stock, a payment in an amount
equal to the greater of $1.00 per one one-thousandth of a share plus accrued and
unpaid dividends and distributions thereon or 1,000 times the payment made per
share of Common Stock. Each share of Preferred Stock will have 1,000 votes,
voting together with the Common Stock. In the event of any merger, consolidation
or other transaction in which Common Stock is exchanged, each share of Preferred
Stock will be entitled to receive 1,000 times the amount received per share of
Common Stock. The rights of Preferred Stock as to dividends, liquidation and
voting are protected by anti-dilution provisions.
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If the dividends accrued on the Preferred Stock for four or more consecutive
quarterly dividend periods shall not have been declared and paid or irrevocably
set aside for payment, the holders of record of the Preferred Stock of the
Company of all series (including the Preferred Stock) will have the right to
elect two members to the Company's Board of Directors.
The number of shares of Preferred Stock issuable upon exercise of
the Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock. The
Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.
Unless the Rights are earlier redeemed, in the event that, after the
time that a Person becomes an Acquiring Person, the Company were to be acquired
in a merger or other business combination (in which any shares of Common Stock
are changed into or exchanged for other securities or assets) or more than 50%
of the assets or earning power of the Company and its subsidiaries (taken as a
whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record, other than the Acquiring Person, of a Right will
from and after such date have the right to receive, upon payment of the Exercise
Price, that number of shares of common stock of the acquiring company having a
market value at the time of such transaction equal to two times the Exercise
Price.
In addition, unless the Rights are earlier redeemed, in the event
that a person or group becomes an Acquiring Person, the Rights Agreement
provides that proper provision will be made so that each holder of record of a
Right, other than the Acquiring Person (whose Rights will thereupon become null
and void), will thereafter have the right to receive, upon payment of the
Exercise Price, that number of one one-thousandths of a share of Preferred Stock
having a market value at the time of the transaction equal to two times the
Exercise Price (such market value to be determined with reference to the market
value of the Company's Common Stock as provided in the Rights Agreement).
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding voting stock, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one share of Common Stock
per Right (subject to adjustment).
Fractions of shares of Preferred Stock (other than fractions which
are integral multiples of one one-thousandth of a share) may, at the election of
the Company, be evidenced by depositary receipts. The Company may also issue
cash in lieu of fractional shares which are not integral multiples of one
one-thousandth of a share.
At any time on or prior to the close of business on the earlier of
(i) the tenth day after the Stock Acquisition Date (or such later date as a
majority of the Board of Directors may determine) or (ii) the Expiration Date,
the Company may redeem the Rights in whole, but not in part, at a price of $0.01
per Right (the "Redemption Price"). Immediately upon the effective time of the
action of the Board of Directors of the Company authorizing redemption of the
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Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
For as long as the Rights are then redeemable, the Company may amend
the Rights in any manner, including an amendment to extend the time period in
which the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may amend the Rights in any manner that does not
materially adversely affect the interests of holders of the Rights as such.
The TIDE Committee of the Company, consisting of Directors who are
neither officers, employees nor affiliates of the Company, will review the
Rights Agreement at least every three years and, if a majority of the members of
the TIDE Committee deems it appropriate, may recommend a modification or
termination of the Rights Agreement.
Until a Right is exercised, the holder, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
As of November 12, 2001, there were 13,156,909 shares of Common Stock
issued (of which 11,911,705 shares were outstanding and 1,245,204 shares were
held in treasury). As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock so that all
such shares will have Rights attached. The Company's Board of Directors has
reserved for issuance upon exercise of the Rights 60,000 shares of Series A
Junior Participating Preferred Stock.
The Rights Agreement (which includes as Exhibit B the form of Right
Certificate and Election to Purchase and as Exhibit C the form of Certificate of
Designations of Series A Junior Participating Preferred Stock) is attached
hereto as an exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by reference to the
Rights Agreement and such exhibits thereto.
Item 6. Not Applicable.
Item 7. Exhibits.
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4.1 Rights Agreement, which includes as Exhibit B the forms of
Right Certificate and Election to Purchase and as Exhibit C
the form of Certificate of Designations of Series A Junior
Participating Preferred Stock.
99.1 Press release, dated November 16, 2001, issued by the Company.
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SIGNATURE
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, thereunto duly authorized.
STEVEN MADDEN, LTD.
By: /s/ Jamieson Karson
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Name: Jamieson Karson
Title: Chief Executive Officer
Date: November 16, 2001
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Rights Agreement, dated as of November 14, 2001 (the
"Rights Agreement"), between STEVEN MADDEN, LTD. and
AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent,
including as Exhibit B the forms of Right Certificate and
of Election to Exercise.
99.1 Press release, dated November 16, 2001, issued by the
Company.
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