Item 1.
Security and Issuer.
This
statement relates to shares of common stock, $0.0001 par value per share (the
Common Stock), of Steven Madden, Ltd., a Delaware corporation (the
Company). The Companys principal executive offices are located at 52-16
Barnett Avenue, Long Island City, New York 11104.
Item 2.
Identity and Background.
(a)
This Amendment No. 1 (the Amendment) is being filed jointly on behalf of the
following persons (collectively, the Reporting Persons): (i) Steven Madden, a
natural person (Steven Madden), and (ii) BOCAP Corp., a Florida corporation
(BOCAP) that is wholly-owned by Steven Madden, and amends and supplements the
Statement on Schedule 13D filed jointly by the Reporting Persons, John Madden
and Arvind Dharia (collectively, the Original Joint Filers) on January 12,
2005 (the Original Schedule 13D). Steven Madden is the sole director, sole
executive officer and sole stockholder of BOCAP.
The
Original Joint Filers filed the Original Schedule 13D jointly because they may
have been regarded as a group. However, in the Original Schedule 13D, each
Original Joint Filer disclaimed beneficial ownership of the shares owned by the
other Original Joint Filers, and disclaimed membership in a group, and stated
that the Original Schedule 13D did not constitute an acknowledgement that the Original
Joint Filers constituted a group.
Steven
Madden executed a power of attorney dated as of September 17, 2002, whereby
Steven Madden appointed John Madden and Arvind Dharia as his
attorney(s)-in-fact. Such power of attorney was terminated effective May 22,
2009. Accordingly, (i) any group status, as such term is used in Section
13(d)(3) of the Exchange Act, that may have been deemed to exist pursuant to
such power of attorney has ended; and (ii) effective May 22, 2009, John Madden
and Arvind Dharia no longer can be deemed to beneficially own more than five
percent of the Companys Common Stock and will make no further reports or
amendments to this Statement.
(b)
The business address for Steven Madden is c/o Steven Madden, Ltd., 52-16
Barnett Avenue, Long Island City, New York 11104. The business address for
BOCAP is 19810 Sawgrass Drive, #402, Boca Raton, Florida 33434.
(c)
Steven Madden is the founder of the Company, a principal shareholder of the
Company, and is currently employed as the Creative and Design Chief of the
Company. BOCAP is an investment company.
Item 3. Source
and Amount of Funds or Other Consideration.
The
response of the Reporting Persons to Item 6 of this Amendment is incorporated
herein by reference. The source and amount of funds or other consideration used
in acquiring the shares of Common Stock reported hereunder are as follows:
4
(i)
The proceeds of a loan in the amount of $3,000,000 from the Company to Steven
Madden were used to exercise options to purchase 510,000 shares of Common Stock
currently owned by Steven Madden. Such 510,000 shares were pledged to secure a
promissory note in favor of the Company executed in connection with such loan.
No funds were expended by any of the Reporting Persons in connection with the
acquisition of the remaining 90,080 shares of Common Stock currently owned by
Steven Madden. Such shares of Common Stock were acquired through the vesting of
shares of restricted stock granted to Steven Madden. No funds were expended by
any of the Reporting Persons in connection with the acquisition of the options
to purchase 20,000 shares of Common Stock granted to and currently held by
Steven Madden. No funds were expended by any of the Reporting Persons in
connection with the acquisition of the 88,500 shares of restricted stock
granted to and currently held by Steven Madden.
(ii)
$3,236,000 of working capital of BOCAP was used to acquire the 1,214,000 shares
of Common Stock currently owned by BOCAP.
Item 4.
Purpose of Transaction.
The
Reporting Persons do not have any current plans or proposals that relate to or
that would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Companys business or corporate structure; (g)
changes in the Companys charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the Company by
any person; (h) causing a class of securities of the Company to be delisted
from a national securities exchange, if any, or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of a registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Notwithstanding
the foregoing, the Reporting Persons retain the right to change their
investment intent, to acquire additional securities from time to time or to sell
or otherwise dispose of all or part of the securities beneficially owned by
them in any manner permitted by law.
Item 5.
Interest in Securities of the Issuer.
(a),
(b) and (d) The responses of each Reporting Person to Rows (7) through
(13) of the cover page of this Schedule 13D amendment are incorporated herein
by reference. As of the date hereof, the Reporting Persons have the following
interest in the securities of the Company:
(i)
Steven Madden beneficially owns 1,922,580 shares of Common Stock. This number
includes (A) 600,080 shares of Common Stock owned directly by Steven Madden,
(B) options to purchase 20,000 shares of Common Stock which were exercisable by
Steven Madden as of April 29, 2009, (C) 88,500 shares of restricted stock held
by Steven Madden (which includes 7,500 shares of restricted stock which are
scheduled to vest and cease to be restricted on March 24, 2010; and 81,000
shares of restricted stock, one-third of which are scheduled to vest and cease
to be restricted on June 9 of 2009, 2010 and 2011, respectively), and (D)
1,214,000 shares of Common Stock, which are owned by BOCAP, a corporation
wholly-owned by Steven Madden.
5
Steven
Madden beneficially owns an aggregate of 10.9% of the Companys Common Stock
(which is calculated based on a total of 17,650,545 shares of Common Stock
outstanding as of May 6, 2009, as reported in the Companys Quarterly Report on
Form 10-Q for the period ended March 31, 2009).
(ii)
BOCAP beneficially owns 1,214,000 shares of Common Stock. This number
represents 1,214,000 shares of Common Stock owned directly by BOCAP.
BOCAP
beneficially owns an aggregate of 6.9% of the Companys Common Stock (which is
calculated based on a total of 17,650,545 shares of Common Stock outstanding as
of May 6, 2009, as reported in the Companys Quarterly Report on Form 10-Q for
the period ended March 31, 2009). BOCAPs beneficial ownership does not include
708,580 shares of Common Stock which are owned by Steven Madden. BOCAP does
not, directly or indirectly, have or share voting or investment power with
respect to such shares, and disclaims beneficial ownership of such shares.
The
table below sets forth, for each Reporting Person, the numbers of shares of
Common Stock for which there is sole power to vote or to direct the vote,
shared power to vote or direct the vote, or sole or shared power to dispose or
to direct the disposition.
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Steven Madden
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BOCAP
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Sole Power
to Vote/Direct Vote
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708,580
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1,214,000
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Shared Power
to Vote/Direct Vote
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1,214,000
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0
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Sole Power
to Dispose/Direct Disposition
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708,580
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1,214,000
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Shared Power
to Dispose/Direct Disposition
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1,214,000
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0
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6
(c) There have been no purchases or sales of Common Stock by the Reporting Persons
within the last sixty days except for the following:
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Holder
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Date
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Transaction
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Shares
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Price
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Steven
Madden
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05/21/2009
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Sell*
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35,000
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$
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27.252
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Steven
Madden
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05/22/2009
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Sell*
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21,000
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$
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27.0373
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Steven
Madden
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05/26/2009
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Sell*
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44,000
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$
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27.5898
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* Effected in
the open market through a broker.
(e)
The response of the Reporting Persons to Item 2(a) of this Amendment is
incorporated herein by reference.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Steven
Madden executed a power of attorney dated as of September 17, 2002, whereby
Steven Madden appointed John Madden and Arvind Dharia as his
attorney(s)-in-fact. Such power of attorney was terminated effective May 22,
2009.
On
June 25, 2007, the Company made a loan to Steven Madden, its Creative and Design
Chief and a principal shareholder of the Company, in the amount of $3,000,000,
in order for Mr. Madden to exercise 510,000 options that were due to expire and
hold the underlying Company stock. Mr. Madden executed a secured promissory
note in favor of the Company that bears interest at an annual rate of 8% and
originally was due on the earlier of the date Mr. Madden ceases to be employed
by the Company or December 31, 2008. An amendment to the note, dated December
19, 2007, extended the due date to March 31, 2009. As of December 31, 2008,
$370,000 of interest had accrued on the note. Pursuant to the terms of the
note, the note is secured by a pledge of 510,000 shares of the Companys common
stock. On April 6, 2009, the note was further amended and restated to (i)
extend the due date to the earlier of the date that Mr. Madden ceases to be
employed by the Company and June 30, 2015 (the Maturity Date), and (ii) amend
the rate of interest to accrue at a rate of 8% per annum from June 25, 2007
until April 6, 2009, and 6% per annum from April 7, 2009 until the Maturity
Date.
Item 7.
Materials to be Filed as Exhibits.
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Exhibit 2
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Second
Amended and Restated Secured Promissory Note (filed herewith).
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7
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: May 26,
2009
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/s/ STEVEN
MADDEN
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Steven
Madden
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BOCAP Corp.
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/s/ STEVEN
MADDEN
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By: Steven
Madden, President
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8
EXHIBIT 2
SECOND AMENDED AND RESTATED
SECURED PROMISSORY NOTE
1.
FOR VALUE RECEIVED, the undersigned, STEVEN H. MADDEN, an individual residing
at 175 East 73rd Street, New York, New York 10021 (the
Borrower
),
hereby unconditionally promises to pay to the order of STEVEN MADDEN, LTD., a
Delaware corporation (the
Company
), at the time, place and in the
manner specified below, the principal amount of three million dollars
($3,000,000), and to pay simple interest on the unpaid principal amount hereof
at the rate of (i) eight percent (8%) per annum (calculated on the basis of a
360-day year) from June 25, 2007 until the date hereof, and (ii) six percent
(6%) per annum (calculated on the basis of a 360-day year), from the date
hereof until the Maturity Date (as defined herein). This Second Amended and
Restated Secured Promissory Note (the
Note
) amends, restates and
replaces the Secured Promissory Note, dated June 25, 2007, and the Amended and
Restated Secured Promissory Note, dated December 19, 2007, each as previously
executed and delivered by the Borrower to the order of the Company to evidence
a loan from the Company to the Borrower, together with all accrued and unpaid
interest thereon (collectively, the
Original Notes
).
2.
The Borrower shall pay the full principal amount of this Note, and all accrued
and unpaid interest thereon, to the Company on the earlier of (i) the date the
Borrower ceases to be employed by the Company and (ii) June 30, 2015 (the
Maturity
Date
). If the Maturity Date shall fall on a day other than a
Business
Day
(defined as a day on which national banks in New York, New York are
open to the public for regular business), such payment may be made on the next
succeeding Business Day without triggering the running of the time necessary to
constitute a Default (as defined in Paragraph 9 below).
3.
Payment of principal and interest under this Note shall be payable in lawful
money of the United States of America in immediately available funds at the
offices of the Company at 52-16 Barnett Avenue, Long Island City, New York
11104 (or such other address as constitutes the principle office of the Company
at the time of payment, if different), or at such other place as the Company may
designate in writing to the Borrower.
4.
The Borrower may prepay this Note in whole or in part at any time and from time
to time, without penalty. All payments shall be applied first to accrued and
unpaid interest and then to principal.
5.
The Company is hereby authorized by the Borrower from time to time to set off,
appropriate and apply any and all amounts due and payable to the Company by the
Borrower under this Note against any and all amounts payable and/or equity
granted to the Borrower by the Company pursuant to Section 4.10 of that certain
Third Amended Employment Agreement, dated as of July 15, 2005, by and between
the Borrower and the Company.
9
6.
To secure the Borrowers payment and performance of all of the Borrowers
obligations hereunder, the Borrower hereby pledges to and assigns to the
Company, and grants to the Company a first priority continuing security
interest in, 510,000 shares of the common stock of the Company, par value
$.0001 per share (the
Common Stock
) owned by the Borrower (the
Pledged
Shares
) and all dividends and distributions in respect of such Pledged
Shares, and proceeds of all of the foregoing (collectively, the
Collateral
).
The Borrower shall deliver (or cause to be delivered) and pledge to the Company
any and all certificates evidencing the Pledged Shares (accompanied by stock
powers or assignments, as applicable, duly executed in blank), provided,
however, that if a securities intermediary, broker or agent holds any of the
Pledged Shares, the Borrower, at the Companys direction, shall: (a) cause such
securities intermediary, broker and/or agent to execute and deliver to the
Company a duly executed control agreement acknowledging the pledge granted
hereunder and perfecting the Companys security interest in the Pledged Shares,
which agreement shall be in form and substance acceptable to the Company in its
sole discretion, or (b) authorize such securities intermediary, broker or agent
to transfer the Borrowers securities entitlements with respect to such Pledged
Shares to an account as to which the Company is its customer. Until the
Borrowers obligations under this Note are satisfied in full, the Borrower
shall not offer, sell, contract to sell, transfer or otherwise dispose of or encumber
the Pledged Shares without the Companys prior written consent. Except as
modified by this Note, all amounts owed to the Company by the Borrower under
the Original Notes on the date hereof are hereby ratified and affirmed and
shall hereafter continue to be evidenced by this Note, and the security
interest in the Collateral granted pursuant to the Original Notes shall remain
continuously perfected, in effect and uninterrupted from the initial date of
grant thereof, and nothing contained in this Note shall operate as a waiver of
any right, power or remedy of the Company under any provision of the Original
Notes or otherwise.
7.
From time to time upon request by the Company, the Borrower shall furnish such
further assurances of title with respect to the Collateral, execute such
written agreements, or do such other acts, in each case as may be reasonably
necessary, in the Companys sole discretion, in order to perfect or continue
the first priority lien and security interest of the Company in the Collateral.
8.
The Borrower hereby authorizes the Company to file one or more Uniform
Commercial Code (
UCC
) financing statements, and amendments and
continuations thereto (or similar documents required by any laws of any
applicable jurisdiction), relating to all or any part of the Collateral without
the signature of the Borrower (to the extent such signature is required under
the laws of any applicable jurisdiction).
9.
If the Borrower fails to make any payment of principal or interest on the date
when such payment is due and payable under this Note and such failure continues
for a period of three (3) days (a
Default
), then, in addition to all
other rights, options and remedies granted or available to the Company under
this Note, the Company may, upon or at any time after the occurrence of a
Default, exercise any and all rights of a secured creditor under the UCC, as in
effect from time to time, and under any other applicable law or in equity.
10.
The Borrower waives presentment, notice of dishonor and protest of this Note.
The Company shall not be deemed to have waived any of its rights or remedies
hereunder unless such waiver shall be in writing and signed by the Company, and
no delay or omission by the Company in exercising any of its rights or remedies
hereunder shall operate as a waiver thereof. A waiver of any right or remedy on
one occasion shall not be construed as a waiver of any other right or remedy
then or thereafter existing.
10
11.
This Note may not be modified or amended without the express written consent of
the Company and the Borrower.
12.
This Note shall be binding upon the Borrower and the Borrowers heirs, legal
representatives, successors and assigns. This Note may be transferred and assigned
by the Company in its sole discretion. This Note may be transferred and
assigned by the Borrower only with the prior written consent of the Company,
such consent to be given in the Companys absolute discretion.
13.
This Note shall be construed in accordance with and governed by the laws of the
State of New York without regard to principles of conflicts of law.
14.
THE BORROWER AGREES THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR
ARISING OUT OF THIS NOTE MAY BE INITIATED AND PROSECUTED IN THE STATE OR
FEDERAL COURTS, AS THE CASE MAY BE, LOCATED IN NEW YORK COUNTY, NEW YORK. THE
BORROWER CONSENTS TO AND SUBMITS TO THE EXERCISE OF JURISDICTION OVER HIS
PERSON BY ANY SUCH COURT HAVING JURISDICTION OVER THE SUBJECT MATTER, WAIVES
PERSONAL SERVICE OF ANY AND ALL PROCESS UPON HIM AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE BORROWER AT HIS
ADDRESS SET FORTH ABOVE OR TO ANY OTHER ADDRESS AS MAY APPEAR IN THE COMPANYS
RECORDS AS THE ADDRESS OF THE BORROWER.
IN
ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS NOTE, EACH
OF THE COMPANY AND THE BORROWER WAIVES TRIAL BY JURY, AND THE BORROWER ALSO
WAIVES (I) THE RIGHT TO INTERPOSE ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR
DESCRIPTION, (II) ANY OBJECTION BASED ON FORUM NON CONVENIENS OR IMMUNITY, AND
(III) ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
15.
In the event of a Default under this Note, the Borrower agrees to pay all costs
of collection, including reasonable attorneys fees, incurred in collection of
this Note and enforcement of the Companys rights and remedies.
IN
WITNESS WHEREOF, the Borrower has hereunto set his hand as of the day and year
first above written.
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/s/
Steven H. Madden
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Steven
H. Madden
|
11
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