8-K 1 smadden_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2005 STEVEN MADDEN, LTD. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-23702 13-3588231 ----------------------------- --------------------- ------------------- (State or other jurisdiction (Registration Number) (IRS Employer of incorporation) Identification No.) 52-16 Barnett Avenue, Long Island City, New York 11104 ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (718) 446-1800 -------------------------------------------------------------- (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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 2, 2005, Steven Madden, Ltd. (the "Company") issued a press release announcing its financial results as of and for the quarter ended September 30, 2005. A copy of the Company's press release announcing these financial results is attached as Exhibit 99.1 hereto, and is incorporated by reference into this report. The information included in this Current Report on Form 8-K (including Exhibits 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing. ITEM 8.01. OTHER EVENTS On November 2, 2005, the Company issued a press release announcing that its Board of Directors had declared a special cash dividend of $1.00 per share to all stockholders of record as of November 14, 2005, to be payable on November 23, 2005. A copy of that press release is furnished as Exhibit 99.2 to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Press Release dated November 2, 2005 regarding the Company's announcement of its financial results as of and for the quarter ended September 30, 2005. 99.2 Press Release dated November 2, 2005 regarding the Company's announcement of a special cash dividend. 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 ------------------------------------- Name: Jamieson A. Karson Title: Chief Executive Officer Date: November 2, 2005 EXHIBIT INDEX DOC. NO. DOCUMENT DESCRIPTION Exhibit 99.1 Press Release dated November 2, 2005 regarding the Company's announcement of its financial results as of and for the quarter ended September 30, 2005. Exhibit 99.2 Press Release dated November 2, 2005 regarding the Company's announcement of a special cash dividend.