UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2005
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 0-23702
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STEVEN MADDEN, LTD.
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(Exact name of Registrant as specified in its charter)
Delaware 13-3588231
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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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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 and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ].
As of August 3, 2005, the latest practicable date, there were 13,359,567 shares
of common stock, $.0001 par value, outstanding.
EXPLANATORY NOTE REGARDING AMENDMENT NO. 1
This Amendment No. 1 on Form 10-Q/A hereby amends the Form 10-Q of
Steven Madden, Ltd. (the "Company") for the quarter ended June 30, 2005, as
originally filed with the Securities and Exchange Commission ("SEC") on August
8, 2005 (the "Original Filing"). This Amendment was required to correct the
Certifications in Exhibits 31.1 and 31.2.
The 10-Q/A has not been updated to reflect other events occurring after
the Original Filing or to modify or update those disclosures affected by
subsequent events. In addition, pursuant to rules of the SEC, Item 6 of Part II
of the Original Filing has been amended to contain currently-dated certificates
from the Company's Chief Executive Officer and Chief Financial Officer, as
required by Section 906 of the Sarbanes-Oxley Act of 2002 (in addition to the
amended certifications discussed above as required by Section 302 of the
Sarbanes-Oxley Act of 2002). The certifications of the Company's Chief Executive
Officer and Chief Financial Officer are attached to this Form 10-Q/A as exhibits
31.1, 31.2, 32.1 and 32.2, respectively. In addition, we are updating the
signature page of the Original Filing as of August 11, 2005.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 10-Q to be signed on its behalf
by the undersigned thereunto duly authorized.
DATE: August 11, 2005
STEVEN MADDEN, LTD.
/s/ JAMIESON A. KARSON
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Jamieson A. Karson
Chairman and Chief Executive Officer
/s/ ARVIND DHARIA
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Arvind Dharia
Chief Financial Officer
Exhibit No Description
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10.1 Third Amended and Restated Employment
Agreement between the Company and Steven
Madden, effective as of July 1, 2005
(incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K
filed with the Commission on July 20, 2005).
10.2 Employment Agreement between the Company and
Awadhesh Sinha, dated as of June 15, 2005
(incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K
filed with the Commission on June 21, 2005).
10.3 Amendment Number 2 to Employment Agreement
between the Company and Richard Olicker,
dated as of May 23, 2005 (incorporated by
reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K filed with the
Commission on June 16, 2005).
31.1 * Certification of Chief Executive Officer
pursuant to Rule 13a-14(a) or 15d-14(a) of
the Securities Exchange Act of 1934, as
adopted pursuant to section 302 of the
Sarbanes-Oxley act of 2002.
31.2 * Certification of Chief Financial Officer
pursuant to Rule 13a-14(a) or 15d-14(a) of
the Securities Exchange Act of 1934, as
adopted pursuant to section 302 of the
Sarbanes-Oxley act of 2002.
32.1 Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
* amended