As filed with the Securities and Exchange Commission on , 2002
---------
Registration No.
-----------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REVLON, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------------------------------
(State of incorporation)
3-3662955
-------------------------------------
(I.R.S. employer identification no.)
625 Madison Avenue
New York, New York 10022
-------------------------------------------------------
(Address of principal executive offices) (Zip code)
Revlon, Inc. 2002 Supplemental Stock Plan
- --------------------------------------------------------------
(Full title of the plan)
Robert K. Kretzman, Esq.
Revlon, Inc.
625 Madison Avenue
New York, New York 10022
(212) 527-4000
--------------------------------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration
Per Share (1)(2) Price(2) Fee
============================================================================================================================
Class A Common Stock,
par value $0.01 per share 530,000 (3) $4.95 $2,623,500 $241.36
============================================================================================================================
(1) Calculated in accordance with Rules 457 (c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
EXPLANATORY NOTE
----------------
Revlon, Inc., a Delaware corporation, (the "Company") has prepared this
registration statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended, to register shares of its Class A Common
Stock, par value $0.01 per share (the "Common Stock"), pursuant to the Revlon,
Inc. 2002 Supplemental Stock Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in a Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act, and the Introductory Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Company
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference herein:
(1) The description of the Company's Class A Common Stock, par value
$0.01 per share (the "Class A Common Stock") contained under the caption
"Description of Registrant's Securities to be Registered" in Amendment No. 1 to
the Company's Registration Statement on Form 8-A/A-1 dated February 26, 1996,
filed pursuant to Section 12(b) of the Exchange Act, as amended; and
(2) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.
All documents subsequently filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
2
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Set forth below is a description of certain provisions of the Delaware
General Corporation Law (the "DGCL"), as well as the Amended and Restated
By-Laws of the Company, as such provisions relate to the indemnification of the
directors and officers of the Company. This description is intended only as a
summary and is qualified in its entirety by reference to the DGCL and the
Company's Amended and Restated By-Laws which are incorporated herein by
reference.
Article X of the Company's Amended and Restated By-Laws provides that
the Company shall indemnify its officers and directors to the fullest extent
permitted by applicable law. Section 145 of the DGCL provides, in general, that
each director and officer may be indemnified against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which he is involved by
reason of the fact that he is or was a director or officer if he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Company, the director or officer may not be indemnified in respect of any claim,
issue or matter as to which he shall have been adjudged to be liable to the
Company unless a court determines otherwise.
Furthermore, Article Fifth of the Company's Amended and Restated Certificate of
Incorporation eliminates the personal liability of directors to the Company or
any of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from
which the director derived an improper personal benefit. Section 102 of the DGCL
permits a Company's certificate of incorporation to contain these provisions. In
addition, Article X, Section 8 of the Company's Amended and Restated By-Laws
provides that the Company may purchase insurance on behalf of any person who is
or was a director or officer of the Company, or who is or was a director or
officer of the Company serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other entity or enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the Company would
have the power or the obligation to indemnify such person against such liability
under the provisions of Article X of the Company's Amended and Restated By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
3
3 CERTIFICATE OF INCORPORATION AND BY-LAWS
3.1 Amended and Restated Certificate of Incorporation of the Company dated
March 4, 1996 (incorporated by reference to Exhibit 3.4 to the
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 of
the Company).
3.2 Certificate of the Designations, Powers, Preferences and Rights of
Series B Convertible Preferred Stock of the Company dated August 28,
2001 (incorporated by reference to Exhibit 3.2 to the Registration
Statement filed by the Company on Form S-8 filed on October 11, 2001).
3.3 Amended and Restated By-Laws of the Company dated June 30, 2001
(incorporated by reference to Exhibit 3.2 to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 of the Company).
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
*4.1 Revlon, Inc. 2002 Supplemental Stock Plan.
5 OPINION RE: LEGALITY
*5.1 Opinion of Robert K. Kretzman, Esq., Senior Vice President and General
Counsel of the Company, regarding the legality of the securities being
registered.
ITEM 9. UNDERTAKINGS
The undersigned Company hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(1) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(2) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
(3) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1) and (a)(2) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.
4
(b) That, for purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offerings of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(d) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of the employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
23 CONSENTS OF EXPERTS AND COUNSEL
*23.1 Consent of KPMG LLP, independent certified public accountants.
*23.2 Consent of Robert K. Kretzman, Esq. (contained in the opinion filed as
Exhibit 5.1 hereto).
24 POWERS OF ATTORNEY
*24.1 Power of Attorney of Ronald O. Perelman.
*24.2 Power of Attorney of Howard Gittis.
*24.3 Power of Attorney of Donald G. Drapkin.
*24.4 Power of Attorney of Meyer Feldberg.
*24.5 Power of Attorney of Vernon E. Jordan, Jr., Esq.
*24.6 Power of Attorney of Edward J. Landau, Esq.
5
*24.7 Power of Attorney of Linda Gosden Robinson.
*24.8 Power of Attorney of Terry Semel.
*24.9 Power of Attorney of Jack L. Stahl.
*24.10 Power of Attorney of Martha Stewart.
--------------------------------------------
* Filed herewith
6
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 19th day of
June, 2002.
REVLON, INC.
(Registrant)
By: /s/
---------------------------
Laurence Winoker
Senior Vice President, Corporate
Controller and Treasurer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
7
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board and June 19, 2002
----------------------------- Director
Ronald O. Perelman
/s/ President, Chief Executive June 19, 2002
----------------------------- Officer and Director
Jack L. Stahl (Principal Executive Officer)
/s/ Executive Vice President and June 19, 2002
----------------------------- Chief Financial Officer
Douglas H. Greeff (Principal Financial Officer)
/s/ Senior Vice President, June 19, 2002
----------------------------- Corporate Controller and Treasurer
Laurence Winoker (Principal Accounting Officer)
*
----------------------------- Director June 19, 2002
Donald G. Drapkin
*
----------------------------- Director June 19, 2002
Howard Gittis
*
----------------------------- Director June 19, 2002
Meyer Feldberg
*
----------------------------- Director June 19, 2002
Vernon E. Jordan, Jr.
*
----------------------------- Director June 19, 2002
Edward J. Landau
8
*
----------------------------- Director June 19, 2002
Linda Gosden Robinson
*
----------------------------- Director June 19, 2002
Terry Semel
*
----------------------------- Director June 19, 2002
Jack L. Stahl
*
----------------------------- Director June 19, 2002
Martha Stewart
*Robert K. Kretzman, by signing his name hereto, does hereby execute
this Registration Statement on Form S-8 on behalf of the directors of the
Registrant indicated above by asterisks, pursuant to powers of attorney duly
executed by such directors and officers and filed as exhibits to this
Registration Statement on Form S-8.
By /s/
-------------------------------
Robert K. Kretzman
9
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
3.1 Amended and Restated Certificate of Incorporation of the Company
dated March 4, 1996 (incorporated by reference to Exhibit 3.4 to
the Quarterly Report on Form 10-Q for the quarter ended March 31,
1996 of the Company).
3.2 Certificate of the Designations, Powers, Preferences and Rights
of Series B Convertible Preferred Stock of the Company dated
August 28, 2001 (incorporated by reference to Exhibit 3.2 to the
Registration Statement filed by the Company on Form S-8 filed on
October 11, 2001).
3.3 Amended and Restated By-Laws of the Company dated June 30, 2001
(incorporated by reference to Exhibit 3.2 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001 of the
Company).
*4.1 Revlon, Inc. 2002 Supplemental Stock Plan
*5.1 Opinion of Robert K. Kretzman, Esq., Senior Vice President and
General Counsel of the Company, regarding the legality of the
securities being registered.
*23.1 Consent of KPMG LLP, independent certified public accountants.
*23.2 Consent of Robert K. Kretzman, Esq. (contained in the opinion
filed as Exhibit 5.1 hereto).
24 Powers of Attorney.
*24.1 Power of Attorney of Ronald O. Perelman.
*24.2 Power of Attorney of Howard Gittis.
*24.3 Power of Attorney of Donald G. Drapkin.
*24.4 Power of Attorney of Meyer Feldberg.
10
Exhibit No. Description of Exhibit
------------ ----------------------
*24.5 Power of Attorney of Vernon E. Jordan, Jr., Esq.
*24.6 Power of Attorney of Edward J. Landau, Esq.
*24.7 Power of Attorney of Linda Gosden Robinson.
*24.8 Power of Attorney of Terry Semel.
*24.9 Power of Attorney of Jack L. Stahl
*24.10 Power of Attorney of Martha Stewart.
*Filed herewith
11