Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - STEVEN MADDEN, LTD. | kl02023_ex99-1.htm |
| EX-10.2 - EARN-OUT AGREEMENT - STEVEN MADDEN, LTD. | kl02023_ex10-2.htm |
| EX-10.1 - STOCK PURCHASE AGREEMENT - STEVEN MADDEN, LTD. | kl02023_ex10-1.htm |
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): February 10,
2010
STEVEN
MADDEN, LTD.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-23702
|
13-3588231
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
employer
identification
no.)
|
|
52-16
Barnett Avenue, Long Island City, New York
(Address
of principal executive offices)
|
11104
(Zip
code)
|
Registrant’s
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 (see General
Instruction A.2. below):
|
r
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
r
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
r
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
r
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
February 10, 2010, Steven Madden, Ltd. (the “Company”) entered into a Stock
Purchase Agreement (the “Purchase Agreement”) whereby it purchased all of the
outstanding stock of Big Buddha, Inc., a California corporation (“Big
Buddha”), from its sole stockholder, Jeremy Bassan (the “Seller”). In
connection with the closing of the transaction contemplated by the Purchase
Agreement, the Company paid to the Seller $11 million in cash, subject to
adjustment, as consideration for the Seller’s ownership interest in Big
Buddha. In addition, the Seller may be eligible to receive potential
earn-out payments pursuant to an Earn-Out Agreement (as described below) based
on the future performance of Big Buddha. The foregoing description of
the Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to such agreement, a copy of which is filed as Exhibit
10.1 hereto and incorporated herein by reference.
In
connection with the Purchase Agreement, on February 10, 2010, the Company also
entered into an Earn-Out Agreement with the Seller and Big Buddha (the “Earn-Out
Agreement”). Pursuant to the Earn-Out Agreement, as additional
consideration for the Seller’s ownership interest in Big Buddha, the Seller will
be eligible to receive certain earn-out purchase price payments in respect of
each of the twelve month periods (i) beginning on April 1, 2010 and ending on
March 31, 2011, (ii) beginning on April 1, 2011 and ending on March 31, 2012,
and (iii) beginning on April 1, 2012 and ending on March 31, 2013, as specified
in the Earn-Out Agreement. The foregoing description of the Earn-Out
Agreement does not purport to be complete and is qualified in its entirety by
reference to such agreement, a copy of which is filed as Exhibit 10.2 hereto and
incorporated herein by reference.
Item
8.01. Other Events.
On
February 11, 2010, the Company issued a press release pursuant to which it
announced that it had acquired Big Buddha. A copy of the press
release is filed as Exhibit 99.1 hereto and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|
10.1
|
Stock
Purchase Agreement, dated February 10, 2010, by and between Steven Madden,
Ltd. and Jeremy Bassan.
|
|
10.2
|
Earn-Out
Agreement, dated February 10, 2010, by and among Steven Madden, Ltd., Big
Buddha, Inc. and Jeremy Bassan.
|
|
99.1
|
Press
Release, dated February 11, 2010.
|
SIGNATURE
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.
STEVEN
MADDEN, LTD.
By: /s/
Edward R.
Rosenfeld
Name: Edward R. Rosenfeld
Title: Chief Executive Officer
Date: February
11, 2010