0001019056-05-000041.txt : 20120626
0001019056-05-000041.hdr.sgml : 20120626
20050112160021
ACCESSION NUMBER: 0001019056-05-000041
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050112
DATE AS OF CHANGE: 20050112
GROUP MEMBERS: ARVIND DHARIA
GROUP MEMBERS: JOHN MADDEN
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MADDEN STEVEN
CENTRAL INDEX KEY: 0001044687
FILING VALUES:
FORM TYPE: SC 13D
MAIL ADDRESS:
STREET 1: 52-16 BARNETT AVENUE
CITY: LONG ISLAND CITY
STATE: NY
ZIP: 11104
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: STEVEN MADDEN, LTD.
CENTRAL INDEX KEY: 0000913241
STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140]
IRS NUMBER: 133588231
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-51567
FILM NUMBER: 05525951
BUSINESS ADDRESS:
STREET 1: 52-16 BARNETT AVE
CITY: LONG ISLAND CITY
STATE: NY
ZIP: 11104
BUSINESS PHONE: 7184461800
MAIL ADDRESS:
STREET 1: 52-16 BARNETT AVENUE
CITY: LONG ISLAND CITY
STATE: NY
ZIP: 11104
FORMER COMPANY:
FORMER CONFORMED NAME: MADDEN STEVEN LTD
DATE OF NAME CHANGE: 19931008
SC 13D
1
smadden_13d.txt
SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Steven Madden, Ltd.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
556269108
-------------------------------------------------------
(CUSIP Number)
--------------------------------------------------------------------------------
Arvind Dharia
John Madden
c/o Steven Madden, Ltd.
52-16 Barnett Ave.
Long Island City, N.Y. 11104
(718) 446-1800
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 17, 2002
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 2 of 17
-------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Steven Madden
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO, PF
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [X]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 945,000 shares of Common Stock (1)
SHARES --------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 809,000 shares of Common Stock (2)
OWNED BY --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 945,000 shares of Common Stock (1)
REPORTING --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON 809,000 shares of Common Stock (2)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,754,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.53% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Includes 405,000 shares of common stock, par value $0.0001 per share
("Common Stock") of Steven Madden, Ltd. (the "Company") owned by Steven Madden
and options to purchase 540,000 shares of Common Stock held by Steven Madden
which are exercisable within 60 days of January 11, 2005.
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 3 of 17
-------------------------- ---------------------------
(2) Includes 809,000 shares of Common Stock which are owned by BOCAP Corp., a
corporation wholly-owned by Steven Madden ("BOCAP").
(3) Based upon a total of 13,053,505 shares of Common Stock outstanding as of
November 3, 2004 as reported in the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 2004 plus (i) 400,000 shares of Common Stock
which were acquired by Steven Madden on January 6, 2005 in connection with the
exercise of options and (ii) 540,000 shares of Common Stock which are subject to
options exercisable by Steven Madden within 60 days of January 11, 2005.
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 4 of 17
-------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
BOCAP Corp.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 809,000 shares of Common Stock (1)
SHARES --------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0 shares of Common Stock
OWNED BY --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 809,000 shares of Common Stock (1)
REPORTING --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON 0 shares of Common Stock
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
809,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.01% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
(1) Includes 809,000 shares of Common Stock, which are owned by BOCAP, a
corporation wholly-owned by Steven Madden.
(2) Based upon a total of 13,053,505 shares of Common Stock outstanding as of
November 3, 2004 as reported in the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 2004 plus 400,000 shares of Common Stock which
were acquired by Steven Madden on January 6, 2005 in connection with the
exercise of options.
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 5 of 17
-------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
John Madden
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 35,000 shares of Common Stock (1)
SHARES --------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 1,754,000 shares of Common Stock (2)
OWNED BY --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 35,000 shares of Common Stock (1)
REPORTING --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON 1,754,000 shares of Common Stock (2)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,789,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.75% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Includes options to purchase 35,000 shares of Common Stock which are
exercisable by John Madden within 60 days of January 11, 2005.
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 6 of 17
-------------------------- ---------------------------
(2) Includes 1,754,000 shares of Common Stock which John Madden may beneficially
own pursuant to a power of attorney dated as of September 17, 2002, whereby
Steven Madden appointed John Madden and Arvind Dharia as his attorney-in-fact.
The 1,754,000 shares of Common Stock include the following: (i) 405,000 shares
of Common Stock owned by Steven Madden, (ii) 540,000 shares of Common Stock,
which are subject to options exercisable by Steven Madden within 60 days of
January 11, 2005, and (iii) 809,000 shares of Common Stock, which are owned by
BOCAP, a corporation wholly-owned by Steven Madden.
(3) Based upon a total of 13,053,505 shares of Common Stock outstanding as of
November 3, 2004 as reported in the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 2004 plus (i) 400,000 shares which were acquired
by Steven Madden on January 6, 2005 in connection with the exercise of options,
(ii) 540,000 shares which are subject to options exercisable by Steven Madden
within 60 days of January 11, 2005 and (iii) 35,000 shares which are subject to
options exercisable by John Madden within 60 days of January 11, 2005.
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 7 of 17
-------------------------- ---------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
Arvind Dharia
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ] (b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 142,000 shares of Common Stock (1)
SHARES --------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 1,754,000 shares of Common Stock (2)
OWNED BY --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 142,000 shares of Common Stock (1)
REPORTING --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON 1,754,000 shares of Common Stock (2)
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,896,000 shares of Common Stock
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.41% (3)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
(1) Includes options to purchase 142,000 shares of Common Stock which are
exercisable by Arvind Dharia within 60 days of January 11, 2005.
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 8 of 17
-------------------------- ---------------------------
(2) Includes 1,754,000 shares of Common Stock which Arvind Dharia may
beneficially own pursuant to a power of attorney dated as of September 17, 2002,
whereby Steven Madden appointed John Madden and Arvind Dharia as his
attorney-in-fact. The 1,754,000 shares of Common Stock include the following:
(i) 405,000 shares of Common Stock owned by Steven Madden, (ii) 540,000 shares
of Common Stock, which are subject to options exercisable by Steven Madden
within 60 days of January 11, 2005, and (iii) 809,000 shares of Common Stock,
which are owned by BOCAP, a corporation wholly-owned by Steven Madden.
(3) Based upon the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2004, which states that, as of November 3, 2004, there were
13,053,505 shares of Common Stock outstanding plus (i) 400,000 shares which were
acquired by Steven Madden on January 6, 2005 in connection with the exercise of
options (ii) 540,000 shares which are subject to options exercisable by Steven
Madden within 60 days of January 11, 2005 and (iii) 142,000 shares which are
subject to options exercisable by Arvind Dharia within 60 days of January 11,
2005.
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 9 of 17
-------------------------- ---------------------------
Item 1. Security and Issuer.
This statement relates to shares of common stock, $0.0001 par value per
share (the "Common Stock"), of Steve Madden, Ltd., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 52-16
Barnett Avenue, Long Island City, New York 11104. As reported in the Company's
Form 10-Q for the quarter ended September 30, 2004, as of November 3, 2004,
there were 13,053,505 shares of Common Stock outstanding.
Item 2. Identity and Background.
(a) This statement on Schedule 13D is being filed jointly on
behalf of the following persons (collectively, the "Reporting Persons"): (i)
Steven Madden, an individual ("Steven Madden"), (ii) BOCAP, Corp., a Florida
corporation ("BOCAP") that is wholly-owned by Steven Madden, (iii) John Madden,
an individual ("John Madden") and (iv) Arvind Dharia, an individual ("Arvind
Dharia"). Steven Madden is the sole director and sole stockholder of BOCAP and
Sydelle Madden is the President of BOCAP.
The Reporting Persons are filing this joint Schedule 13D
because they may be regarded as a group. However, each Reporting Person
disclaims beneficial ownership of the shares owned by the other Reporting
Persons and disclaims membership in a group, and this filing shall not
constitute an acknowledgement that the Reporting Persons constitute a group.
(b) The business address for Steven Madden, John Madden and Arvind
Dharia is 52-16 Barnett Avenue, Long Island City, New York 11104. The business
address for BOCAP and for Sydelle Madden is 19810 Sawgrass Drive, # 402, Boca
Raton, Florida 33434.
(c) (i) Steven Madden is currently incarcerated in connection with
his plea agreement with the U.S. Attorney's Office which is
described in clause (d) below.
(ii) BOCAP is an investment company.
(iii) John Madden has been a director of the Company since the
Company's inception. John Madden is the Owner and President of
J.L.M. Consultants Inc., a general consulting firm. The
business address for J.L.M. Consultants Inc. is 6305 NW 65th
Terrace, Parkland, Florida 33067.
(iv) Arvind Dharia has been the Chief Financial Officer of the
Company since 1992.
(d) On June 20, 2000, Steven Madden was indicted in the United
States District Courts for the Southern District and Eastern District of New
York. The indictments alleged that Steven Madden engaged in securities fraud and
money laundering activities. In addition, the Securities and Exchange Commission
filed a complaint in the United States District Court for the Eastern District
of New York alleging that Steven Madden violated Section 17(a) of the Securities
Exchange Act of 1934, as amended. On May 21, 2001, Steven Madden entered into a
plea agreement with the U.S. Attorney's Office, pursuant to which he pled guilty
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 10 of 17
-------------------------- ---------------------------
to four of the federal charges filed against him. In addition, Steven Madden
reached a separate settlement agreement with the Securities and Exchange
Commission regarding the allegations contained in its complaint. On April 4,
2002, Steven Madden was sentenced in the United States District Court for the
Southern District of New York to forty-one (41) months' imprisonment in
connection with two of the federal charges to which he pled guilty. On May 3,
2002, Steven Madden was sentenced in the United States District Court for the
Eastern District of New York to forty-one (41) months' imprisonment in
connection with the remaining two charges to which he pled guilty. The sentences
will run concurrently. Under the settlement agreement with the Securities and
Exchange Commission, Steven Madden has agreed to not serve as an officer or
director of a publicly traded company for 7 years. Steven Madden began serving
his sentence in September of 2002.
Except as provided herein, none of the Reporting Persons, or other
persons identified in Item 2(a) above, has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Except as provided herein, none of the Reporting Persons, or
other persons identified in Item 2(a) above, has during the last five years been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Steven Madden is a United States citizen. BOCAP is a Florida
corporation and each of the directors and executive officers of BOCAP are United
States citizens. John Madden is a United States citizen. Arvind Dharia is a
United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds or other consideration used in acquiring
the shares of Common Stock reported hereunder are as follows:
(i) $725,000 of Steven Madden's personal funds was used to acquire the
405,000 shares of Common Stock owned by Steven Madden.
(ii) $3,236,000 of working capital of BOCAP was used to acquire the
809,000 shares of Common Stock owned by BOCAP.
(iii) No funds were expended by any of the Reporting Persons in
connection with the options to purchase 540,000 shares of Common Stock held by
Steven Madden.
(iv) No funds were expended by any of the Reporting Persons in
connection with the options to purchase 35,000 shares of Common Stock held by
John Madden.
(v) No funds were expended by any of the Reporting Persons in
connection with the options to purchase 142,000 shares of Common Stock held by
Arvind Dharia.
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 11 of 17
-------------------------- ---------------------------
Item 4. Purpose of Transaction.
Other than in connection with John Madden's activities as a director of
the Company and/or Arvind Dharia's activities as Chief Financial Officer of the
Company, the Reporting Persons do not have any current intention, plan or
proposal with respect to: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange, if any, or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Company becoming eligible
for termination of a registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Persons retain the right
to change their investment intent, to acquire additional securities from time to
time or to sell or otherwise dispose of all of part of the securities
beneficially owned by them in any manner permitted by law.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons have the
following interest in the securities of the Company:
(i) Steven Madden beneficially owns 1,754,000 shares of
Common Stock. This number includes (A) 405,000 shares of Common Stock
owned directly by Steven Madden, (B) options to purchase 540,000 shares
of Common Stock which are exercisable by Steven Madden within 60 days
of January 11, 2005, and (C) 809,000 shares of Common Stock, which are
owned by BOCAP, a corporation wholly-owned by Steven Madden.
Steven Madden may be deemed to own an aggregate of
12.53% of the Company's Common Stock (which is calculated based on a
total of 13,053,505 shares of Common Stock outstanding as of November
3, 2004 as reported in the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 2004 plus (i) 400,000 shares of Common
Stock which were acquired by Steven Madden on January 6, 2005 in
connection with the exercise of options and (ii) 540,000 shares of
Common Stock which are subject to options exercisable by Steven Madden
within 60 days of January 11, 2005).
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 12 of 17
-------------------------- ---------------------------
(ii) BOCAP beneficially owns 809,000 shares of Common
Stock. This number includes 809,000 shares of Common Stock owned
directly by BOCAP.
BOCAP may be deemed to own an aggregate of 6.01% of
the Company's Common Stock (which is calculated based on a total of
13,053,505 shares of Common Stock outstanding as of November 3, 2004 as
reported in the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 2004 plus 400,000 shares of Common Stock which were
acquired by Steven Madden on January 6, 2005 in connection with the
exercise of options).
(iii) John Madden beneficially owns 1,789,000 shares of
Common Stock. This number includes (A) options to purchase 35,000
shares of Common Stock which are exercisable by John Madden within 60
days of January 11, 2005, and (B) 1,754,000 shares of Common Stock,
which John Madden may beneficially own pursuant to a power of attorney
dated as of September 17, 2002, whereby Steven Madden appointed John
Madden and Arvind Dharia as his attorney-in-fact, which includes (1)
405,000 shares of Common Stock owned directly by Steven Madden, (2)
options to purchase 540,000 shares of Common Stock which are
exercisable by Steven Madden within 60 days of January 11, 2005, and
(3) 809,000 shares of Common Stock, which are owned by BOCAP, a
corporation that is wholly-owned by Steven Madden.
John Madden may be deemed to own an aggregate of
12.75% of the Company's Common Stock (which is calculated based on a
total of 13,053,505 shares of Common Stock outstanding as of November
3, 2004 as reported in the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 2004 plus (i) 400,000 shares which were
acquired by Steven Madden on January 6, 2005 in connection with the
exercise of options, (ii) 540,000 shares which are subject to options
exercisable by Steven Madden within 60 days of January 11, 2005 and
(iii) 35,000 shares which are subject to options exercisable by John
Madden within 60 days of January 11, 2005).
(iv) Arvind Dharia beneficially owns 1,896,000 shares of
Common Stock. This number includes (A) options to purchase 142,000
shares of Common Stock which are exercisable by Arvind Dharia within 60
days of January 11, 2005, and (B) 1,754,000 shares of Common Stock,
which Arvind Dharia may beneficially own pursuant to a power of
attorney dated as of September 17, 2002, whereby Steven Madden
appointed John Madden and Arvind Dharia as his attorney-in-fact, which
includes (1) 405,000 shares of Common Stock owned directly by Steven
Madden, (2) options to purchase 540,000 shares of Common Stock which
are exercisable by Steven Madden within 60 days of January 11, 2005,
and (3) 809,000 shares of Common Stock, which are owned by BOCAP, a
corporation that is wholly-owned by Steven Madden.
Arvind Dharia may be deemed to own an aggregate of
13.41% of the Company's Common Stock (which is calculated based on a
total of 13,053,505 shares of Common Stock outstanding as of November
3, 2004 as reported in the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 2004 plus (i) 400,000 shares which were
acquired by Steven Madden on January 6, 2005 in connection with the
exercise of options, (ii) 540,000 shares which are subject to options
exercisable by Steven Madden within 60 days of January 11, 2005 and
(iii) 142,000 shares which are subject to options exercisable by Arvind
Dharia within 60 days of January 11, 2005).
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 13 of 17
-------------------------- ---------------------------
(b) The table below sets forth for each Reporting Person, the
numbers of shares of Common Stock for which there is sole power to vote or to
direct the vote, shared power to vote or direct the vote, or sole or shared
power to dispose or to direct the disposition.
Steven Madden BOCAP John Madden Arvind Dharia
------------- ----- ----------- -------------
Sole Power to Vote/ 945,000 809,000 35,000 142,000
Direct Vote
Shared Power to Vote/ 809,000 0 1,754,000 1,754,000
Direct Vote
Sole Power to Dispose/ 945,000 809,000 35,000 142,000
Direct Disposition
Shared Power to Dispose/ 809,000 0 1,754,000 1,754,000
Direct Disposition
-------------------------- ---------------------------
CUSIP No. 556269108 SCHEDULE 13D Page 14 of 17
-------------------------- ---------------------------
(c) There have been no purchases or sales of Common Stock by the
Reporting Persons, or other persons identified in Item 2(a) above, within the
last sixty days, except for the following:
----------------------------------------------------------------------------------------------
Holder Date Transaction Shares Price
------ ---- ----------- ------ -----
----------------------------------------------------------------------------------------------
Steven Madden 01/06/05 Buy* 400,000 $1.75
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 600 $6.57
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 1,400 $6.57
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 14,700 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 116 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 300 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 500 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 300 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 100 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 626 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 230 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 100 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Buy** 1,200 $9.55
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 600 $18.94
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 1,400 $18.98
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 14,700 $18.75
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 116 $18.77
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 300 $18.78
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 500 $18.89
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 300 $18.90
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 100 $18.91
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 626 $18.93
----------------------------------------------------------------------------------------------
Arvind Dharia 12/09/04 Sell 230 $18.93
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Arvind Dharia 12/09/04 Sell 100 $18.95
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Arvind Dharia 12/09/04 Sell 1,200 $18.98
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* Purchase was made through the exercise of options to purchase Common
Stock that had been previously granted to Steven Madden.
** Purchase was made through the exercise of options to purchase Common
Stock that had been previously granted to Arvind Dharia.
(d) Except as provided herein, no person other than each
respective owner referred to herein of Common Stock is known to have the right
to receive or the power to direct the receipt of dividends from or the proceeds
from the sale of such Common Stock.
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CUSIP No. 556269108 SCHEDULE 13D Page 15 of 17
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(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Steven Madden executed a power of attorney dated as of September 17,
2002, whereby Steven Madden appointed John Madden and Arvind Dharia as his
attorney-in-fact.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement (filed herewith).
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CUSIP No. 556269108 SCHEDULE 13D Page 16 of 17
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Signature.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 11, 2005
/s/ JOHN MADDEN
-------------------------------------------------
John Madden, Attorney-in-Fact for Steven Madden
/s/ ARVIND DHARIA
-------------------------------------------------
Arvind Dharia, Attorney-in-Fact for Steven Madden
BOCAP, Corp.
/s/ JOHN MADDEN
-------------------------------------------------
By: John Madden, as Attorney-in-Fact for
Steven Madden, Sole Director
/s/ JOHN MADDEN
-------------------------------------------------
John Madden
/s/ ARVIND DHARIA
-------------------------------------------------
Arvind Dharia
Page 17 of 17
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
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This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended (the "Act") by and among the parties listed
below, each referred to herein as a "Joint Filer." The Joint Filers agree that a
statement of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13D or
Schedule 13G, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers state that they each satisfy
the requirements for making a joint filing under Rule 13d-1.
Dated: January 11, 2005
/s/ JOHN MADDEN
-------------------------------------------------
John Madden, Attorney-in-Fact for Steven Madden
/s/ ARVIND DHARIA
-------------------------------------------------
Arvind Dharia, Attorney-in-Fact for Steven Madden
BOCAP, Corp.
/s/ JOHN MADDEN
-------------------------------------------------
By: John Madden, as Attorney-in-Fact for
Steven Madden
/s/ JOHN MADDEN
-------------------------------------------------
John Madden
/s/ ARVIND DHARIA
-------------------------------------------------
Arvind Dharia