- Current report filing (8-K)
July 16 2009 - 3:50PM
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:
July 10, 2009
(Date of earliest event reported)
|
|
|
|
|
STEVEN MADDEN, LTD.
|
|
(Exact Name of
Registrant as Specified in Charter)
|
|
|
|
|
|
Delaware
|
|
000-23702
|
|
13-3588231
|
|
|
|
|
|
(State or Other
Jurisdiction of Incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
52-16 Barnett Avenue,
Long Island City, New York 11104
|
|
(Address of Principal
Executive Offices) (Zip Code)
|
|
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:
|
|
o
|
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
|
|
|
o
|
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
|
|
|
o
|
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
o
|
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
|
|
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
|
On
July 10, 2009, we, and certain of our subsidiaries, entered into collection
agency agreements with Rosenthal & Rosenthal, Inc., effective upon the
termination of the existing factoring agreement with GMAC Commercial Finance,
LLC. The terms we, us and our refer to Steven Madden, Ltd. and its
applicable subsidiaries as the context requires.
Pursuant
to the Rosenthal Agreements:
|
|
|
|
|
Rosenthal
will become the sole collection agent with respect to certain of our
receivables;
|
|
|
|
|
|
Rosenthal
will be entitled to receive a base commission of 0.275% of the gross invoice
amount of each receivable assigned for collection (plus certain additional
fees and expenses), subject to certain minimum annual commissions;
|
|
|
|
|
|
Rosenthal
will assume the credit risk resulting from the customers financial inability
to make payment with respect to credit approved receivables;
|
|
|
|
|
|
We will bear
the credit risk and cost of collection for receivables that we take at our
own credit risk and/or that Rosenthal does not approve; and
|
|
|
|
|
|
We are
granted a credit line that provides for advances and letters of credit,
subject in each case to the discretion of Rosenthal. The aggregate amount of
advances outstanding may not exceed the lesser of (a) 85% of the
aggregate net amount of eligible receivables outstanding, less required
reserves and outstanding letters of credit, if any, or (b) $30,000,000,
less the outstanding amount of undrawn letters of credit, with a $15,000,000
sub-limit for letters of credit. Advances accrue interest based, at our
election, upon either prime rate or LIBOR, and letters of credit are subject
to a commission.
|
The
initial term of the Rosenthal Agreements is twelve months, subject to automatic
renewal for additional twelve-month contract periods and may be terminated (i)
at any time by Rosenthal on 60 days notice; (ii) by us at the end of the
initial term or after the initial term on 60 days notice; or (iii) by us at
any time during the initial term, subject to an early termination fee.
Our
obligations under the Rosenthal Agreements are secured by a security interest
and lien on our receivables and other property. We and certain of our
subsidiaries have provided cross corporate guarantees to Rosenthal.
We
and our Daniel M. Friedman & Associates, Inc. subsidiary also remain
parties to a previously executed collection agency and factoring agreement with
Rosenthal relating to certain receivables.
The
foregoing summary is qualified in its entirety by the full text of the
Rosenthal Agreements, copies of which are attached hereto as Exhibits 10.1
though 10.6 and incorporated herein by reference; the letter agreement, a copy
of which is attached hereto as Exhibit 10.7 and incorporated herein by
reference; and the cross corporate guarantee, a copy of which is attached
hereto as Exhibit 10.8 and incorporated herein by reference.
|
|
Item 1.02
|
Termination of a Material Definitive Agreement.
|
On
July 13, 2009, we terminated the GMAC Agreement, effective on September 14,
2009. The GMAC Agreement, which had no specific expiration date and could be
terminated effective on or after July 1, 2009 on sixty days prior written
notice, provided us with a credit facility for advances and letters of credit
in an amount equal to the lesser of (i) $50,000,000 or (ii) the Borrowing Base
(as defined in the GMAC Agreement), subject to a $25,000,000 sub-limit for
letters of credit. The interest rate on the advances has changed from time to
time by amendments to the GMAC Agreement, and is currently a variable rate
based on the 30-day LIBOR. Under the GMAC Agreement, GMAC is paid a fee that
varies depending on the customer of between 0.15% and 0.25% of the gross
invoice amount collected by GMAC. Under the GMAC Agreement, GMAC maintains a
lien on all of our receivables and the receivables of certain of our
subsidiaries to secure our obligations to GMAC, and GMAC assumes the credit
risk for all purchased accounts approved by GMAC with certain restrictions.
|
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
|
|
|
10.1
|
Collection
Agency Agreement, dated July 10, 2009, between Steven Madden, Ltd. and
Rosenthal.
|
|
|
|
|
10.2
|
Collection
Agency Agreement, dated July 10, 2009, between Daniel M. Friedman &
Associates, Inc. and Rosenthal.
|
|
|
|
|
10.3
|
Collection
Agency Agreement, dated July 10, 2009, between Diva Acquisition Corp. and
Rosenthal.
|
|
|
|
|
10.4
|
Collection
Agency Agreement, dated July 10, 2009, between Steven Madden Retail, Inc. and
Rosenthal.
|
|
|
|
|
10.5
|
Collection
Agency Agreement, dated July 10, 2009, between Stevies, Inc. and Rosenthal.
|
|
|
|
|
10.6
|
Collection
Agency Agreement, dated July 10, 2009, between SML Acquisition Corp and
Rosenthal.
|
|
|
|
|
10.7
|
Letter
Agreement, dated July 10, 2009, among Steven Madden, Ltd. and certain
subsidiaries and Rosenthal.
|
|
|
|
|
10.8
|
Guarantee,
dated July 10, 2009, by Steven Madden, Ltd. and certain subsidiaries in favor
of Rosenthal.
|
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: July 16, 2009
|
|
|
|
STEVEN MADDEN, LTD.
|
|
|
|
|
By:
|
/s/ Edward R. Rosenfeld
|
|
|
Edward R. Rosenfeld
|
|
|
Chief Executive Officer
|
Steven Madden (NASDAQ:SHOO)
Historical Stock Chart
From Jun 2024 to Jul 2024
Steven Madden (NASDAQ:SHOO)
Historical Stock Chart
From Jul 2023 to Jul 2024