UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 7, 2006
STEVEN MADDEN, LTD.
(Exact name of registrant as specified in its charter)
Delaware 000-23702 13-3588231
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(State or other jurisdiction (Registration Number) (IRS Employer
of incorporation) Identification No.)
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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(Former name or former address, if changed since last report.)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
On February 7, 2006, Steven Madden, Ltd. (the "Company") entered into a
Securities Purchase Agreement (the "Securities Purchase Agreement"), between the
Company and Daniel M. Friedman. Pursuant to the Securities Purchase Agreement,
the Company acquired all of the issued and outstanding shares of capital stock
of each of Daniel M. Friedman & Associates, Inc. and DMF International, Ltd.
(together, the "DMF Companies"). On February 13, 2006, the Company filed a
Current Report on Form 8-K (the "Initial 8-K") to report this acquisition. The
Company stated in the Initial 8-K that the financial statements required by Item
9.01 would be filed no later than 71 days after the date that the Initial 8-K
was required to be filed. The Company is hereby amending the Initial 8-K by
filing certain financial information relating to the DMF Companies (see Item
9.01(c) below) as required by Rule 3-05(b) and Article 11 of Regulation S-X. The
information previously reported under Items 1.01 and 2.01 of the Initial 8-K is
hereby incorporated by reference into this Current Report on Form 8-K/A.
(a) Financial Statements of Business Acquired
Attached as Exhibit 99.1 are the audited combined financial statements
of the DMF Companies for the year ended December 31, 2005.
(b) Pro Forma Financial Statements
Attached as Exhibit 99.2 are the unaudited pro forma condensed
consolidated financial data as of December 31, 2005 and for the year
then ended.
(c) Exhibits
99.1 Combined Financial Statements of Daniel M. Friedman &
Associates, Inc. and DMF International, Ltd. for the year
ended December 31, 2005.
99.2 Pro Forma Condensed Consolidated Financial Data as of December
31, 2005 and for the year then ended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Steven Madden, Ltd. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
STEVEN MADDEN, LTD.
By: /s/ JAMIESON A. KARSON
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Name: Jamieson A. Karson
Title: Chief Executive Officer
Date: April 24, 2006
EXHIBIT INDEX
DOC. NO. DOCUMENT DESCRIPTION
Exhibits:
99.1 Combined Financial Statements of Daniel M. Friedman &
Associates, Inc. and DMF International, Ltd. for the year
ended December 31, 2005.
99.2 Pro Forma Condensed Consolidated Financial Data as of December
31, 2005 and for the year then ended.