Steven Madden, Ltd. - Current report filing (8-K)
April 11 2008 - 3:37PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report:
April 7, 2008
(Date of earliest
event reported)
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STEVEN MADDEN, LTD.
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(Exact Name of
Registrant as Specified in Charter)
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Delaware
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000-23702
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13-3588231
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(State or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer Identification No.)
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52-16 Barnett Avenue, Long Island
City, New York 11104
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(Address of Principal
Executive Offices) (Zip Code)
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Registrants telephone
number, including area code:
(718) 446-1800
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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Steven
Madden, Ltd. (the Company) and Edward R. Rosenfeld, the Companys interim
Chief Executive Officer, entered into an Employment Agreement, dated as of
April 7, 2008, but effective as of March 24, 2008 (the Employment Agreement),
pursuant to which Mr. Rosenfeld is to serve as the Companys interim Chief
Executive Officer for a term expiring on December 31, 2009, unless sooner
terminated in accordance with the provisions of the Employment Agreement. Pursuant to the Employment Agreement, Mr.
Rosenfeld is entitled to receive an annual base salary of $400,000, and Mr.
Rosenfeld is entitled to receive such additional compensation and annual bonus
as may be determined from time to time by the Board of Directors of the Company
in its sole discretion. In addition,
the Employment Agreement provides that Mr. Rosenfeld is entitled to receive, as
additional compensation, an option to purchase 40,000 shares of the Companys
common stock, exercisable to the extent of 8,000 shares on each of March 24,
2009, March 24, 2010, March 24, 2011, March 24, 2012 and March 24, 2013, said
option to remain exercisable for seven years from the effective date of the
Employment Agreement.
The
Company may terminate the Employment Agreement for cause (as such term is
defined in the Employment Agreement) or without cause. In the event that Mr. Rosenfelds employment
is terminated by the Company for cause, the Company shall have no further
obligations to Mr. Rosenfeld, and Mr. Rosenfeld shall be entitled to no further
compensation from the Company, except for pro-rata amounts due to him on the
date of his termination.
In
the event that Mr. Rosenfelds employment is terminated by the Company without
cause, as liquidated damages, he shall be entitled to receive all compensation
to which he would be entitled under the Employment Agreement through December
31, 2009.
In
the event that Mr. Rosenfelds employment is terminated by the Company without
cause during the period commencing 90 days prior to a Change of Control (as
defined in the Employment Agreement) and ending 180 days following a Change of
Control, he is entitled to receive an amount equal to the lesser of (1) the
average amount of total compensation actually received by him during the
preceding three calendar years multiplied by 3 and (2) the maximum amount that
is tax deductible to the Company under Section 280G of the Internal Revenue
Code.
The
foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K,
which is incorporated by reference herein.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Employment Agreement,
entered into as of April 7, 2008, but effective as of March 24, 2008, between
Steven Madden, Ltd. and Edward R. Rosenfeld.
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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.
Dated: April
10, 2008
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STEVEN
MADDEN, LTD.
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By:
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/s/ Edward R. Rosenfeld
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Edward R. Rosenfeld
Interim Chief Executive Officer
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