UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004 Commission File Number 0-23702
STEVEN MADDEN, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3588231
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
52-16 Barnett Avenue, Long Island City, New York 11104
(Address of principal executive offices) (Zip Code)
(718) 446-1800
(Registrant's Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [X] No [ ].
Indicate by check mark whether the registrant is a shell company (as
defined by Rule 12b-2 of the Exchange Act). Yes [ ] No [X].
Indicate by check mark whether the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
The aggregate market value of the common equity held by non-affiliates
of the registrant (assuming for these purposes, but without conceding, that all
executive officers and Directors are "affiliates" of the registrant) as of June
30, 2004, the last business day of the registrant's most recently completed
second fiscal quarter, was approximately $248,171,284 (based on the closing sale
price of the registrant's common stock on that date as reported on The Nasdaq
National Market).
The number of outstanding shares of the registrant's common stock as of
March 14, 2005 was 13,255,617 shares.
EXPLANATORY NOTE
Steven Madden, Ltd. (the "Company") is filing this Amendment No. 2 on Form
10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31,
2004 solely to correct an inadvertent omission in the Certifications of
Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act of
2002.
The Amendment does not reflect events occurring after the filing of the Form
10-K and, other than the filing of the corrected certifications mentioned above,
does not modify or update the disclosure in the original Form 10-K.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: New York, New York
November 14, 2005
STEVEN MADDEN, LTD.
By: /s/ JAMIESON KARSON
-------------------------------------
Jamieson Karson
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
Signature Title Date
--------------------------------------------------------------------------------
/s/ JAMIESON KARSON Chairman and Chief Executive November 14, 2005
--------------------------- Officer
Jamieson Karson
/s/ ARVIND DHARIA Chief Financial Officer November 14, 2005
---------------------------
Arvind Dharia
/s/ JEFFREY BIRNBAUM Director November 14, 2005
---------------------------
Jeffrey Birnbaum
/s/ MARC COOPER Director November 14, 2005
---------------------------
Marc Cooper
/s/ HAROLD KAHN Director November 14, 2005
---------------------------
Harold Kahn
/s/ THOMAS H. SCHWARTZ Director November 14, 2005
---------------------------
Thomas H. Schwartz
STEVEN MADDEN, LTD.
FORM 10-K/A
EXHIBITS
--------
31.01 Certification of Chief Executive Officer pursuant to Rule 13a-14 or
15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.02 Certification of Chief Financial Officer pursuant to Rule 13a-14 or
15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.