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As filed with the Securities and Exchange Commission on September 3, 2010
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
REVLON, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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13-3662955 |
(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification Number) |
237 Park Avenue
New York, New York 10017
(212) 527-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert K. Kretzman, Esq.
Executive Vice President, Chief Legal Officer and
General Counsel
Revlon, Inc.
237 Park Avenue
New York, New York 10017
(212) 527-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stacy J. Kanter, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following
box.
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If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12(b) of the
Exchange Act. (Check one):
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Accelerated filer þ |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Amount to be |
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Proposed maximum offering
price per unit |
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Proposed maximum
aggregate offering |
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Title of each class of securities to be registered |
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registered (1) |
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(2) |
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price (2) |
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Amount of registration fee |
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Class A common stock, par value $0.01 per share |
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12,192,398 |
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10.885 |
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132,714,252.23 |
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9,462.53 |
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These shares are currently owned by the stockholders named in this Registration Statement and
have been pledged or may be subject to a pledge as collateral in connection with certain loans.
These shares may be offered from time to time at currently indeterminate prices by the secured
parties to which the shares are pledged in the event the secured parties foreclose on these shares.
In accordance with Rule 416 promulgated under the Securities Act of 1933, as amended, this
Registration Statement shall be deemed to cover any additional securities to be offered or issued
from stock splits, stock dividends or similar transactions with respect to the shares being
registered. |
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
promulgated under the Securities Act of 1933, as amended, based on the average high and low prices
of the Class A common stock on August 31, 2010, as reported on the New York Stock Exchange. |
The Registrant hereby amends this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The selling
stockholders may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
Subject to Completion, dated September 3, 2010
Prospectus
REVLON, INC.
12,192,398 Shares
Class A Common Stock
MacAndrews & Forbes (as defined below) beneficially owns, directly and indirectly,
37,544,640 shares of our Class A common stock, par value $0.01 per share. As of the date of this
prospectus, the 12,192,398 shares of Class A common stock covered by this prospectus are held by
NDX Holdings One LLC (“NDX”), a wholly-owned subsidiary of MacAndrews & Forbes Holdings Inc.
(together with certain of its affiliates other than us, “MacAndrews & Forbes”), or will be held by
NDX after being transferred from MacAndrews & Forbes. NDX may pledge up to 12,192,398 of these
shares to Natixis, New York Branch as collateral agent for itself and other secured creditors to
secure the obligations of NDX in connection with certain loans, which loans are unrelated to
MacAndrews & Forbes’ investment in us. MacAndrews & Forbes, our majority stockholder, has requested
we register the pledged shares to fulfill its obligation under such loans.
This prospectus and the registration statement of which it forms a part is not intended to be
used, nor may it be used, by MacAndrews & Forbes to sell any shares. This prospectus and the
registration statement of which it forms a part is solely for use by the Secured Parties (as
defined below) and may only be used by the Secured Parties in the event they foreclose on the
pledged shares.
MacAndrews & Forbes may from time to time pledge shares of Class A common stock to secure
obligations in connection with future loans. In this prospectus, we refer to Natixis, New York
Branch and the other secured creditor pledgees in connection with the NDX loans and the secured
creditor pledgees under any such future MacAndrews & Forbes’ loans as the “Secured Parties.”
Investing in our Class A common stock involves risks, including the risks described in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Securities
and Exchange Commission, or the SEC, on February 25, 2010, the risk factors described under the
caption “Risk Factors” in any applicable prospectus supplement and/or any risk factors set forth in
our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, as discussed on page 2 of this prospectus.
Our Class A common stock is listed on the New York Stock Exchange under the symbol “REV.”
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is September 3, 2010
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC using a “shelf”
registration process. In the event the Secured Parties foreclose on the shares of our Class A
common stock covered by this prospectus, the Secured Parties, as described under “Selling
Stockholders” on page 6 of this prospectus, may offer from time to time up to an aggregate of
12,192,398 shares of our Class A common stock in one or more offerings. This prospectus provides
you with a general description of our Class A common stock. In connection with the offering of
Class A common stock by the Secured Parties, if any, a prospectus supplement containing specific
information about the terms of that offering may be provided by the Company, if required. Any
prospectus supplement may add to or update information contained in this prospectus.
No person is authorized to give any information, or make any statement, regarding the Company
or the offering or represent anything not contained in this prospectus and any accompanying
prospectus supplement. The shares covered by this prospectus have been registered by us for offer
and sale by the Secured Parties only in places where such offers and sales are permitted. All
information in this prospectus regarding MacAndrews & Forbes, NDX, the Secured Parties and the
related loans has been provided to us by MacAndrews & Forbes for use herein. You should not assume
that the information contained in this prospectus and any accompanying prospectus supplement or
information incorporated by reference herein or therein, is current as of any date other than the
date of such information. Our business, financial condition, results of operations and prospects
may have changed since that date. We urge you to read this prospectus together with additional
information described under “Where You Can Find More Information” on page 3 and, if applicable, any
accompanying prospectus supplement.
In this prospectus, the terms “Revlon”, “the Company,” “we,” “our,” “ours” and “us” refer to
Revlon, Inc. and Revlon Consumer Products Corporation, Revlon, Inc.’s direct wholly-owned operating
subsidiary, and to the subsidiaries of Revlon Consumer Products Corporation, except that in the
discussion of the capital stock and related matters, these terms refer solely to Revlon, Inc. and
not to Revlon Consumer Products Corporation or any of its subsidiaries. References to “Products
Corporation” are to Revlon Consumer Products Corporation and its subsidiaries.
OUR COMPANY
Revlon conducts its business exclusively through Products Corporation, which manufactures,
markets and sells an extensive array of cosmetics, women’s hair color, beauty tools,
anti-perspirants/deodorants, fragrances, skincare and other beauty care products. The Company’s
vision is glamour, excitement and innovation through high-quality products at affordable prices and
we are one of the world’s leading cosmetics companies in the mass retail channel (defined as large
mass volume retailers and chain drug and food stores). We believe that our global brand name
recognition, product quality and marketing experience have enabled us to create one of the
strongest consumer brand franchises in the world. Our products are sold worldwide and are marketed
under such brand names as Revlon, including the Revlon ColorStay, Revlon Super Lustrous and Revlon
Age Defying franchises, as well as the Almay brand, including the Almay Intense i-Color and Almay
Smart Shade franchises, in cosmetics; Revlon ColorSilk in women’s hair color; Revlon in beauty
tools; Mitchum anti-perspirants/deodorants; Charlie and Jean Naté in fragrances; and Ultima II and
Gatineau in skincare.
The Company was founded by Charles Revson, who revolutionized the cosmetics industry by
introducing nail enamels matched to lipsticks in fashion colors over 75 years ago. Today, we have
leading market positions in a number of our principal product categories in the U.S. mass retail
channel, including color cosmetics (face, lip, eye and nail categories), women’s hair color, beauty
tools and anti-perspirants/deodorants. We also have leading market positions in several product
categories in certain foreign countries, including Australia, Canada and South Africa.
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Our principal executive office is located at 237 Park Avenue, New York, NY 10017. Our
telephone number is (212) 527-4000.
RISK FACTORS
You should carefully consider the specific risks described in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2009, the risk factors described under the caption “Risk
Factors” in any applicable prospectus supplement, and any risk factors set forth in our other
filings with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act before
making an investment decision. See “Where You Can Find More Information.”
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WHERE YOU CAN FIND MORE INFORMATION
Revlon files and furnishes annual, quarterly and current reports and other information with
the SEC. You may read and copy any reports or other information that we file or furnish with the
SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You
may also receive copies of these documents upon payment of a duplicating fee, by writing to the
SEC’s Public Reference Room. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room in Washington, D.C. and other locations. Our SEC filings are
also available to the public on the SEC’s website
(www.sec.gov).
The SEC allows us to “incorporate by reference” the information that we file with it into this
prospectus. This means that we can disclose important information to you by referring you to other
documents filed separately with the SEC, including our annual, quarterly and current reports. The
information incorporated by reference is considered to be a part of this prospectus, except for any
information that is modified or superseded by information contained in this prospectus or any other
subsequently filed document. The information incorporated by reference is an important part of this
prospectus and any accompanying prospectus supplement. All documents filed (other than documents or
information deemed to have been furnished and not filed in accordance with SEC rules) by us with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing
of the registration statement, whether before or after it is declared effective, and prior to the
termination of the offering of the securities will be incorporated by reference into this
prospectus and will automatically update and supersede the information in this prospectus, any
accompanying prospectus supplement and any previously filed document.
Revlon incorporates by reference into this prospectus the following documents (other than
information in those documents deemed to have been furnished and not filed in accordance with SEC
rules):
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Annual Report on Form 10-K of Revlon for the year ended December 31, 2009, filed
with the SEC on February 25, 2010; |
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Quarterly Reports on Form 10-Q of Revlon for the quarter ended March 31, 2010,
filed with the SEC on April 29, 2010, and for the quarter ended June 30, 2010, filed
with the SEC on July 29, 2010; |
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Current Reports on Form 8-K of Revlon filed with the SEC on January 8, 2010,
February 25, 2010, March 5, 2010, March 11, 2010, March 16, 2010, June 4, 2010 and
August 24, 2010; |
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Portions of our Definitive Proxy Statement on Schedule 14A filed with the SEC on
April 21, 2010 that are incorporated by reference into Part III of our Annual Report
on Form 10-K for the fiscal year ended December 31, 2009; and |
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The section captioned “Description of Capital Stock” in Amendment No. 4 to
Revlon’s Registration Statement on Form S-1 (File No. 33-99558), filed with the SEC
on February 26, 1996, as incorporated by reference into Revlon’s Registration
Statement on Form 8-A/A-1 (File No. 33-99558), filed on February 28, 1996. |
We will provide without charge to each person, including any beneficial owner, to whom this
prospectus is delivered, upon written or oral request, a copy of any or all of the foregoing
documents incorporated herein by reference (other than exhibits unless such exhibits are
specifically incorporated by reference in such documents). Requests for such documents should be
directed to Revlon, Inc., 237 Park Avenue, New York, NY 10017, (212) 527-4000, Attention: Investor
Relations.
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FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplements and the documents incorporated by
reference contain forward-looking statements that involve risks and uncertainties, which are based
on the beliefs, expectations, estimates, projections, assumptions, forecasts, plans, anticipations,
targets, outlooks, initiatives, visions, objectives, strategies, opportunities, drivers, focus and
intents of our management. Such statements are made in reliance upon the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. While we believe that our estimates and
assumptions are reasonable, we caution that it is very difficult to predict the impact of known
factors, and, of course, it is impossible for us to anticipate all factors that could affect our
results. Our actual results may differ materially from those discussed in such forward-looking
statements.
Statements that are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. Forward-looking statements can be identified by,
among other things, the use of forward-looking language such as “estimates,” “objectives,”
“visions,” “projects,” “assumptions,” “forecasts,” “focus,” “drive towards,” “plans,” “targets,”
“strategies,” “opportunities,” “drivers,” “believes,” “intends,” “outlooks,” “initiatives,”
“expects,” “scheduled to,” “anticipates,” “seeks,” “may,” “will” or “should” or the negative of
those terms, or other variations of those terms or comparable language, or by discussions of
strategies, targets, long-range plans, models or intentions. Forward-looking statements speak only
as of the date they are made, and except for our ongoing obligations under the U.S. federal
securities laws, we undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
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USE OF PROCEEDS
Any of the shares of Class A common stock offered hereby may be sold by the Secured Parties,
in the event they foreclose on the shares, as described under “Selling Stockholders” on page 6. We
will not receive any proceeds from any sale of the shares by the Secured Parties.
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SELLING STOCKHOLDERS
MacAndrews & Forbes beneficially owns, directly and indirectly, 37,544,640 shares of our Class
A common stock, par value $0.01 per share. NDX, a wholly-owned subsidiary of MacAndrews & Forbes,
may pledge up to 12,192,398 of these shares to Natixis, New York Branch as collateral agent for
itself and other secured creditors to secure the obligations of NDX in connection with certain
loans, which loans are unrelated to MacAndrews & Forbes’ investment in us. MacAndrews & Forbes has
requested we register the pledged shares to fulfill its obligation under the loans.
MacAndrews & Forbes may also from time to time pledge shares of Class A common stock to
secured creditors to secure obligations in connection with future loans.
This prospectus and the registration statement of which it forms a part is not intended to be
used, nor may it be used, by MacAndrews & Forbes to sell any shares. This prospectus and the
registration statement of which it forms a part is solely for use by the Secured Parties and may
only be used by the Secured Parties in the event they foreclose on the pledged shares. The Secured Parties include any lenders that may become party to the loans from time
to time.
At June 30, 2010, MacAndrews & Forbes, which is wholly-owned by Ronald O. Perelman,
beneficially owned (i) 37,544,640 shares of Class A common
stock, (ii) all of the outstanding
3,125,000 shares of Class B common stock of Revlon and
(iii) none of the outstanding Series A preferred stock of
Revlon.
The shares of our Class A common stock covered by this prospectus were originally purchased by
MacAndrews & Forbes in connection with our January 2007 $100 million rights offering of Class A
common stock (including the related private placement to MacAndrews & Forbes) or were received by
MacAndrews & Forbes pursuant to the Contribution and Stockholder Agreement, dated as of August 9,
2009 (as amended on September 23, 2009) in connection with our October 2009 exchange offer.
Although the 12,192,398 shares covered by this prospectus were originally issued to certain
affiliates of MacAndrews & Forbes, they have been or will be subsequently re-registered in the name
of NDX or another subsidiary or affiliate of MacAndrews & Forbes.
All information in this prospectus regarding MacAndrews & Forbes, NDX, the Secured Parties and
the related loans has been provided to us by MacAndrews & Forbes for use herein. The agreements
governing NDX’s loans provide that NDX will indemnify the applicable Secured Parties against any
and all reasonable costs and expenses incurred by them in connection with the transactions
contemplated thereunder, including in connection with any sale of the pledged shares.
In the event the Secured Parties foreclose on all 12,192,398 pledged shares covered by this
prospectus and assuming all such shares are sold, based on ownership information as of June 30,
2010, MacAndrews & Forbes would then beneficially own, directly and indirectly, 25,352,242 shares
of our outstanding Class A common stock representing at such
date approximately (i) 52% of our outstanding Class A
common stock, (ii) 55% of our total outstanding common stock,
(iii) 71% of the combined voting power of our outstanding
common stock and (iv) 63% of the combined voting power of our
outstanding shares of common stock and preferred stock.
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REGISTRATION RIGHTS AGREEMENT
Prior to the consummation of Revlon’s initial public equity offering in February 1996, Revlon
and Revlon Worldwide Corporation (which subsequently merged into REV Holdings Inc.), the then
direct parent of Revlon, entered into a registration rights agreement (the “Registration Rights
Agreement”), and in February 2003, MacAndrews & Forbes executed a joinder agreement to the
Registration Rights Agreement, pursuant to which REV Holdings, MacAndrews & Forbes and certain
transferees of Revlon’s common stock held by REV Holdings (the “Holders”) had the right to require
Revlon to register under the Securities Act all or part of the Class A common stock owned by such
Holders, including, without limitation, shares of Class A common stock purchased by MacAndrews &
Forbes in connection with the $50.0 million equity rights offering consummated by Revlon in 2003
and shares of Class A common stock issuable upon conversion of Revlon’s Class B common stock owned
by such Holders (a “Demand Registration”). In connection with the closing of a debt-for-equity
exchange transaction in March 2004 and pursuant to a certain 2004 Investment Agreement,
MacAndrews & Forbes executed a joinder agreement that provided that MacAndrews & Forbes would also
be a Holder under the Registration Rights Agreement and that all shares acquired by MacAndrews &
Forbes pursuant to the 2004 Investment Agreement are deemed to be registrable securities under the
Registration Rights Agreement. This included all of the shares of Class A common stock acquired by
MacAndrews & Forbes in connection with Revlon’s $110 million rights offering of shares of its
Class A common stock and related private placement to MacAndrews & Forbes, which was consummated in
March 2006, and Revlon’s $100 million rights offering of shares of its Class A common stock and
related private placement to MacAndrews & Forbes, which was consummated in January 2007.
Revlon may postpone giving effect to a Demand Registration for a period of up to 30 days if
Revlon believes such registration might have a material adverse effect on any plan or proposal by
Revlon with respect to any financing, acquisition, recapitalization, reorganization or other
material transaction, or if Revlon is in possession of material non-public information that, if
publicly disclosed, could result in a material disruption of a major corporate development or
transaction then pending or in progress or in other material adverse consequences to Revlon. In
addition, the Holders have the right to participate in registrations by Revlon of its Class A
common stock (a “Piggyback Registration”). The Holders will pay all out-of-pocket expenses incurred
in connection with any Demand Registration. Revlon will pay any expenses incurred in connection
with a Piggyback Registration, except for underwriting discounts, commissions and expenses
attributable to the shares of Class A common stock sold by such Holders.
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DESCRIPTION OF CAPITAL STOCK
Revlon is currently authorized to issue 900,000,000 shares of Revlon Class A common stock, par
value $0.01 per share, 200,000,000 shares of its Class B common stock, or Revlon Class B common
stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per
share, with 10,000,000 shares of the authorized preferred stock designated as Series A preferred
stock. Except as expressly set forth in Revlon’s restated certificate of incorporation as
summarized below, the rights of the holders of Revlon Class A common stock and holders of Revlon
Class B common stock are in all respects identical. As summarized below, holders of the series A
preferred stock are entitled to certain rights set forth in Revlon’s restated certificate of
incorporation and certificate of designation. As of June 30, 2010, Revlon had outstanding
48,769,593 shares of Revlon Class A common stock, 3,125,000 shares of Revlon Class B common stock,
all of which are currently owned by MacAndrews & Forbes, and 9,336,905 shares of Series A preferred
stock.
The following summary description of Revlon’s capital stock is based on its certificate of
incorporation, by-laws and certificate of designation of Series A preferred stock in effect as of
the date of this prospectus and the applicable provisions of the Delaware General Corporation Law,
or the DGCL. For more information on how you can obtain copies of Revlon’s certificate of
incorporation, Revlon’s by-laws and Revlon’s certificate of designation of Series A preferred
stock, see “Where You Can Find More Information” on page 3. We urge you to read Revlon’s
certificate of incorporation, by-laws, certificate of designation of Series A preferred stock and
any applicable prospectus supplement in their entirety.
Revlon Class A common stock and Revlon Class B common stock
Each share of Revlon Class A common stock entitles the holder to one vote and each share of
Revlon Class B common stock entitles the holder to ten votes at each annual or special meeting of
Revlon’s stockholders, in the case of any written consent of stockholders and for all other
purposes on all matters being voted on by Revlon’s stockholders. The holders of Revlon Class A
common stock and Revlon Class B common stock vote as a single class on all matters submitted to a
vote of Revlon’s stockholders, except as otherwise provided by law. Neither the holders of Revlon
Class A common stock nor the holders of Revlon Class B
common stock have cumulative voting rights,
preemptive rights or subscription rights.
The holders of Revlon Class A common stock and Revlon Class B common stock are entitled to
receive dividends and other distributions as may be declared by Revlon’s board of directors out of
assets or funds legally available for that purpose, subject to the rights of the holders of any
series of preferred stock, and any other provision of Revlon’s certificate of incorporation.
Revlon’s certificate of incorporation provides that if at any time a dividend or other distribution
in cash or other property is paid on Revlon Class A common stock or Revlon Class B common stock, a
like dividend or other distribution in cash or other property will also be paid on the Revlon Class
B common stock or Revlon Class A common stock, as the case may be, in an equal amount per share.
Revlon’s certificate of incorporation provides that if shares of Revlon Class A common stock
are paid on Revlon Class A common stock and shares of Revlon Class B common stock are paid on
Revlon Class B common stock in an equal amount per share of Revlon Class A common stock and Revlon
Class B common stock, such payment will be deemed to be a like dividend or other distribution.
Revlon, as a holding company, is dependent on the earnings and cash flow of, and dividends and
distributions from, Products Corporation to pay its expenses and to pay any cash dividend or
distribution on Revlon Class A common stock that may be authorized by its board of directors.
The terms of Products Corporation’s bank credit agreements, Senior Subordinated Term Loan
Agreement, dated January 30, 2008, between MacAndrews & Forbes and Products Corporation (as
amended, the “Senior Subordinated Term Loan Agreement”) and the indenture governing Products
Corporation’s 93/4% Senior Secured Notes due 2015 (the “Senior
Secured Notes Indenture”) currently restrict Products Corporation from paying dividends or making
distributions to Revlon, except in limited circumstances as described under “Dividend Policy.” In
the case of any split, subdivision, combination or reclassification of Revlon Class A common stock
or Revlon Class B common stock, the shares of Revlon Class B common stock or Revlon Class A common
stock, as the case may be, will also be split, subdivided, combined or reclassified so that the
number of shares of Revlon Class A
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common stock and Revlon Class B common stock outstanding immediately following such split,
subdivision, combination or reclassification will bear the same relationship to each other as that
which existed immediately prior to the split, subdivision, combination or reclassification.
In the event of Revlon’s liquidation, dissolution or winding up, the holders of Revlon Class A
common stock and the holders of Revlon Class B common stock will be entitled to receive assets and
funds available for distribution after payments to creditors and to the holders of any preferred
stock that may at the time be outstanding, in proportion to the number of shares held by them,
respectively, without regard to class.
In the event of any corporate merger, consolidation, purchase or acquisition of property or
stock, or other reorganization, in each case with a third party that is not an affiliate of Revlon,
in which any consideration is to be received by the holders of Revlon Class A common stock or the
holders of Revlon Class B common stock, the holders of Revlon Class A common stock and the holders
of Revlon Class B common stock will receive the same consideration on a per share basis. However,
if such consideration consists of any voting securities (or of options or warrants to purchase, or
of securities convertible into or exchangeable for, voting securities), the holders of Revlon Class
B common stock may receive, on a per share basis, voting securities with ten times the number of
votes per share as those voting securities to be received by the holders of Revlon Class A common
stock (or options or warrants to purchase, or securities convertible into or exchangeable for,
voting securities with ten times the number of votes per share as those voting securities issuable
upon exercise of the options or warrants, or into which the convertible or exchangeable securities
to be received by the holders of Revlon Class A common stock may be converted or exchanged).
Revlon’s certificate of incorporation provides that no person holding record or beneficial
ownership of shares of Revlon Class B common stock, each referred to in this prospectus as a Class
B Holder, which Class B Holder is currently MacAndrews & Forbes, may transfer, and Revlon will not
register the transfer of, such shares of Revlon Class B common stock, except to a permitted
transferee of such Class B Holder. A permitted transferee of, for example, a stockholder that is a
corporation, is defined to include, among other things, a corporation, limited liability company or
partnership controlled by such Class B Holder and other specified affiliates of a Class B Holder.
In certain circumstances set forth in Revlon’s certificate of incorporation, changes in ownership
or control of a Class B Holder will also result in the conversion of such holder’s Revlon Class B
common stock into Revlon Class A common stock. Revlon’s certificate of incorporation also provides
that Revlon will not register the transfer of any shares of Revlon Class B common stock unless the
transferee and the transferor of such Revlon Class B common stock have furnished such affidavits
and other proof as Revlon reasonably may request to establish that the proposed transferee is a
permitted transferee. In addition, upon any purported transfer of shares of Revlon Class B common
stock not permitted under Revlon’s certificate of incorporation, all shares of Revlon Class B
common stock purported to be transferred will be deemed to be converted into shares of Revlon Class
A common stock, and stock certificates formerly representing such shares of Revlon Class B common
stock will from that time be deemed to represent the number of shares of Revlon Class A common
stock as equals the number of shares of Revlon Class A common stock into which such shares of
Revlon Class B common stock could be converted pursuant to Revlon’s certificate of incorporation.
In the event that the aggregate number of shares of Revlon Class B common stock and Revlon
Class A common stock held by the Class B Holders and their permitted transferees issued and
outstanding at any time shall constitute less than ten percent of the total combined number of
shares of Revlon Class A common stock and Revlon Class B common stock issued and outstanding at
such time, then, without further action on the part of the Class B Holder or Revlon, all shares of
Revlon Class B common stock then issued and outstanding will be deemed to be converted into shares
of Revlon Class A common stock, and stock certificates formerly representing such shares of Revlon
Class B common stock will from that time be deemed to represent such number of shares of Revlon
Class A common stock as equals the number of shares of Revlon Class A common stock into which such
shares of Revlon Class B common stock could be converted pursuant to Revlon’s certificate of
incorporation. In addition, each share of Revlon Class B common stock shall be convertible, at the
option of its record holder, into one validly issued, fully paid and non-assessable share of Revlon
Class A common stock at any time.
Any future issuance of additional authorized shares of Revlon Class A common stock may, among
other things, dilute the earnings per share of the Revlon Class A common stock and the equity and
voting rights of those stockholders holding Revlon Class A common stock at the time the additional
shares are issued.
9
The transfer agent and registrar for Revlon Class A common stock is American Stock Transfer &
Trust Company. Revlon Class A common stock is traded on the New York Stock Exchange under the
symbol “REV.”
Revlon Series A preferred stock
The Series A preferred stock ranks senior to the Class A common stock and Class B common stock
with respect to dividend distributions and distributions upon any liquidation, winding up or
dissolution of the Company. The Company may authorize, create and issue additional shares of
preferred stock that may rank junior to, on parity with or senior to the Series A preferred stock
with respect to dividend distributions and distributions upon liquidation, winding up or
dissolution without the consent of the holders of the Series A preferred stock.
Holders of Series A preferred stock are entitled to receive, out of legally available funds,
cumulative preferential dividends accruing at a rate of 12.75% of the liquidation preference (as
described herein) annually, payable quarterly in cash.
Holders of Series A preferred stock are also entitled to receive upon a change of control (as
defined below) transaction within three years of the consummation of the October 2009 exchange
offer, a pro rata portion of the equity value received in such transaction, capped at an amount
that would provide aggregate cash payments of $12.00 per share over the term of the Series A
preferred stock. If the equity value received in the change of control transaction is greater than
or equal to $12.00 per share, then each holder of preferred stock will be entitled to receive an
amount equal to $12.00 minus the liquidation preference minus any paid and/or accrued and unpaid
dividends on the Series A preferred stock. If the per share equity value received in the change of
control transaction is less than $12.00, then each holder of preferred stock will be entitled to
receive an amount equal to such per share equity value minus the liquidation preference minus any
paid and/or accrued and unpaid dividends on the Series A preferred stock. If the per share equity
value received in the change of control transaction does not exceed the liquidation preference plus
any paid and/or accrued and unpaid dividends, then each holder of the Series A preferred stock will
not be entitled to an additional payment upon any such change of control transaction.
In the event that the Company fails to pay any required dividends on our Series A preferred
stock, the amount of such unpaid dividends will be added to the amount payable to holders of our
Series A preferred stock upon redemption. In addition, during any period when the Company has
failed to pay a dividend and until all unpaid dividends have been paid in full, the Company will be
prohibited from paying dividends or distributions on any shares of stock that rank junior to the
Series A preferred stock (including our common stock), other than dividends or distributions
payable in shares of stock that rank junior to the Series A preferred stock.
“Change of control” is defined to mean any person, other than one or more Permitted Holders
(as defined below), becoming the beneficial owner, directly or indirectly, of more than 50% of the
total voting power of the voting stock of Revlon; provided, however, that the Permitted Holders do
not have the right or ability by voting power, contract or otherwise to elect or designate for
election a majority of the board of directors (for the purposes of this definition, such other
person will be deemed to beneficially own any voting stock of a specified corporation held by a
parent corporation, if such other person beneficially owns, directly or indirectly, more than 50%
of the voting power of the voting stock of such parent corporation and the Permitted Holders do not
have the right or ability by voting power, contract or otherwise to elect or designate for election
a majority of the board of directors of such parent corporation). “Permitted Holders” is defined to
mean Ronald O. Perelman (or in the event of his incompetence or death, his estate, heirs, executor,
administrator, committee or other personal representative (collectively, “heirs”)), any person
controlled, directly or indirectly, by Ronald O. Perelman or his heirs and any of his affiliates.
Holders of Series A preferred stock are entitled to one vote per share of Series A preferred
stock, voting together with the Class A common stock and the Class B common stock as a single
class, including, without limitation, as to votes on the election of directors. Holders of Series A
preferred stock are entitled to vote on all matters submitted to a vote of the stockholders of the
Company, except that holders of Series A preferred stock are not entitled to vote on any merger,
combination or similar transaction in which the holders of the Series A preferred stock either
retain their shares of Series A preferred stock or receive shares of preferred stock in the
surviving corporation of such merger with terms identical to, or no less favorable in the aggregate
to the holders of the Series A preferred stock than, the terms of the Series A preferred stock so
long as, in any such case, the surviving or
10
resulting corporation of any such merger, combination or similar transaction is not materially
less creditworthy than the Company was immediately prior to the consummation of such transaction.
Holders of Series A preferred stock are entitled to a liquidation preference of $5.21 per
share in the event of any liquidation, dissolution or winding up of the Company, plus an amount
equal to the accumulated and unpaid dividends thereon. If the assets are not sufficient to pay the
full liquidation price to both the holders of Series A preferred stock and holders of stock that
rank on parity with the Series A preferred stock with respect to distributions and distributions
upon liquidation, winding up or dissolution, the holders of both Series A preferred stock and such
parity stock will share ratably in the distribution of assets.
The shares of Series A preferred stock do not have preemptive rights.
To the extent Revlon has lawfully available funds to effect such redemption, the Company is
required to redeem the Series A preferred stock on the earlier of (i) the fourth anniversary of the
issuance date, and (ii) the consummation of a change of control transaction. The Company does not
have the right to redeem any shares of Series A preferred stock at its option. Each share of Series
A preferred stock currently outstanding was issued on October 8, 2009.
So long as shares of the Series A preferred stock remain outstanding, if Revlon issues any
shares of common stock or preferred stock to MacAndrews & Forbes or any of its affiliates at a
price per share that is lower than the then-current fair market value on the date of such issuance,
then an appropriate adjustment to the amount payable to the holders of Series A preferred stock
upon a change of control transaction within three years of the consummation of the October 2009
exchange offer will be made to reflect the aggregate difference between the issuance price per
share and such then-current fair market value. However, no adjustment will be made as a result of
(i) any securities offerings by Revlon (including, any rights offering), in which the same security
is offered to all holders of the applicable class of securities or series of stock on a pro rata
basis, (ii) the declaration or payment of any dividends or distributions to the holders of all of
then-outstanding classes of equity securities of Revlon on a pro rata basis, (iii) any issuance by
reclassification of securities of Revlon, (iv) the issuance of any securities of Revlon (including
upon the exercise of options or rights) or options or rights to purchase those shares pursuant to
any present or future employee, director or consultant benefit plan, program or practice of or
assumed by Revlon or any of its subsidiaries or as full or partial consideration in connection with
any acquisition by Revlon or its subsidiaries, or (v) the issuance of any securities of Revlon
pursuant to any option, warrant, right or exercisable, exchangeable or convertible security
outstanding as of the date of initial issuance of the Series A preferred stock. The form of the
adjustment will be determined in good faith by a majority of the independent members of Revlon’s
board of directors, and will be binding and conclusive on all holders of the Series A preferred
stock.
Section 203 of the DGCL
Section 203 of the DGCL provides, in general, that a stockholder acquiring more than 15% of
the voting power of a corporation subject to the statute (referred to in this prospectus as an
Interested Stockholder) but less than 85% of the voting power of such corporation may not engage in
certain business combinations (as defined in Section 203 of the DGCL) with the corporation for a
period of three years subsequent to the date on which the stockholder became an Interested
Stockholder unless (i) prior to such time the corporation’s board of directors approved either the
business combination or the transaction in which the stockholder became an Interested Stockholder
or (ii) the business combination is approved by the corporation’s board of directors and authorized
by a vote of at least 66⅔% of the voting power of the corporation not owned by the Interested
Stockholder. Revlon’s certificate of incorporation contains a provision electing not to be governed
by Section 203 of the DGCL.
11
DIVIDEND POLICY
In the past, we have not declared or paid cash dividends on our Class A common stock (or our
Class B common stock) and we do not intend to pay cash dividends on our Class A common stock or
Class B common stock in the foreseeable future. We intend to retain any future earnings for funding
our growth and meeting our obligations.
We are a holding company with no business operations of our own. Our only material asset is
all of the outstanding capital stock of Products Corporation, our wholly-owned operating
subsidiary. We are dependent on the earnings and cash flow of, and dividends and distributions
from, Products Corporation to pay our expenses incidental to being a public holding company.
Products Corporation may not generate sufficient cash flow to pay dividends or distribute funds to
us because, for example, Products Corporation may not generate sufficient cash flow or net income
or state laws may restrict or prohibit Products Corporation from issuing dividends or making
distributions unless Products Corporation has sufficient surplus or net profits, which Products
Corporation may not have. Further, the terms of Products Corporation’s bank credit agreements, the
Senior Subordinated Term Loan Agreement and the Senior Secured Notes Indenture generally restrict
Products Corporation from paying dividends or making distributions to us, except that Products
Corporation is permitted to pay dividends and make distributions to us to enable us to pay expenses
incidental to being a public holding company, including, among other things, professional fees such
as legal, accounting and insurance fees, regulatory fees, such as SEC filing fees, NYSE listing
fees and other expenses related to being a public holding company and, subject to certain
limitations, to pay dividends, if any, on our outstanding securities or make distributions in
certain circumstances to finance our purchase of our Class A common stock in connection with the
delivery of such Class A common stock to grantees under the Third Amended and Restated Revlon, Inc.
Stock Plan. This limitation therefore restricts our ability to pay dividends on our Class A common
stock.
12
PLAN OF DISTRIBUTION
MacAndrews & Forbes beneficially owns, directly and indirectly, 37,544,640 shares of our Class
A common stock, par value $0.01 per share. NDX has pledged up to 12,192,398 of these shares to
secure loans, which loans are unrelated to MacAndrews & Forbes’ investment in us. MacAndrews &
Forbes has requested we register the pledged shares to fulfill its obligation under the loans.
This prospectus and the registration statement of which it forms a part is not intended to be
used, nor may it be used, by MacAndrews & Forbes to sell any shares. This prospectus and the
registration statement of which it forms a part is solely for use by the Secured Parties and may
only be used by the Secured Parties in the event they foreclose on the pledged shares.
We are registering the 12,192,398 shares of Class A common stock covered by this prospectus
pursuant to a written request from MacAndrews & Forbes in accordance with the Registration Rights
Agreement. As requested by MacAndrews & Forbes, the shares are being registered on behalf of
Natixis, New York Branch and the other Secured Parties for sale from time to time at currently
indeterminate prices, but only in the event the Secured Parties foreclose on such shares, as
described in “Selling Stockholders.” All costs, expenses and fees in connection with the
registration of the shares offered hereby will be borne by MacAndrews & Forbes.
In the event the Secured Parties foreclose on the shares covered by this prospectus, the
Secured Parties may sell the shares in one or more of the following ways from time to time:
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• |
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to or through underwriters or dealers for resale to the purchasers; |
| |
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• |
|
directly to purchasers; |
| |
| |
• |
|
through agents or dealers to the purchasers; or |
| |
| |
• |
|
through a combination of any of these methods of sale. |
Any offer and sale of the shares by the Secured Parties, any underwriters or other third
parties described above may be effected from time to time in one or more transactions, including,
without limitation, privately negotiated transactions, either:
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• |
|
at a fixed public offering price or prices, which may be changed; |
| |
| |
• |
|
at market prices prevailing at the time of sale; |
| |
| |
• |
|
at prices relating to prevailing market prices at the time of sale; or |
| |
| |
• |
|
at negotiated prices. |
Offerings of the shares covered by this prospectus may also be made into the existing trading
market for our Class A common stock in transactions at other than a fixed price, either:
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• |
|
on or through the facilities of the New York Stock Exchange or any other
securities exchange or quotation or trading service on which our Class A common
stock may be listed, quoted or traded at the time of sale; and/or |
| |
| |
• |
|
to or through a market maker otherwise than on the New York Stock Exchange or
such other securities exchanges or quotation or trading services. |
Such at-the-market offerings, if any, will be conducted by underwriters acting as principals or
agents for the Secured Parties.
13
In addition, the Secured Parties may sell some or all of the shares through:
| |
• |
|
purchases by a dealer, as principal, who may then resell those shares to the
public for its account at varying prices determined by the dealer at the time of
resale or at a fixed price agreed to with the Secured Parties at the time of sale; |
| |
| |
• |
|
block trades in which a dealer may attempt to sell as agent for the Secured
Parties, but may position or resell a portion of the block, as principal, in order
to facilitate the transaction; and/or |
| |
| |
• |
|
ordinary brokerage transactions and transactions in which a broker-dealer
solicits purchasers. |
Any dealer may be deemed to be an underwriter, as that term is defined in the Securities Act, of
the shares so offered and sold.
Any offers to purchase the shares covered by this prospectus may be solicited, and any sales
of the shares may be made, directly to institutional investors or others, who may be deemed to be
underwriters within the meaning of the Securities Act with respect to any resales of the shares.
The Secured Parties may sell the shares through agents from time to time. We generally expect
that any agent will be acting on a best efforts basis for the period of its appointment.
The Secured Parties may authorize underwriters, dealers or agents to solicit offers by certain
purchasers to purchase the shares from the Secured Parties at a public offering price that may be
set forth in an applicable prospectus supplement, if any, pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. The delayed delivery
contracts are expected to be subject only to certain conditions that may be set forth in any
applicable prospectus supplement.
At the time that any particular offering of securities is made, to the extent required by the
Securities Act, a prospectus supplement will be distributed, setting forth the terms of the
offering. Any applicable prospectus supplement will include, to the extent applicable:
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• |
|
the terms of the offering; |
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• |
|
the name or names of any underwriters, dealers or agents and the amount of shares
underwritten or purchased by each of them, if any; |
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• |
|
the public offering price or purchase price of the shares and an estimate of the
proceeds to be received by the Secured Parties from any such sale; |
| |
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• |
|
any underwriting discounts or agency fees and other items constituting
underwriters’ or agents’ compensation; |
| |
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• |
|
the anticipated delivery date of the shares covered by this prospectus, including
any delayed delivery arrangements, including any commissions the Secured Parties may
pay for solicitation of any such delayed delivery contracts; |
| |
| |
• |
|
that the shares are being solicited and offered directly to institutional
investors or others; and |
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• |
|
any discounts or concessions to be allowed or reallowed or to be paid to agents
or dealers. |
If underwriters are used in any sale by the Secured Parties of any of the shares covered by
this prospectus, the shares may be either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by underwriters. Unless otherwise stated in any
prospectus supplement, the obligations of the underwriters to purchase any shares will be
conditioned on customary closing conditions and the underwriters will be obligated to purchase all
of such shares, if any are purchased.
14
Underwriters, dealers and agents may at the time of any sale by the Secured Parties of the
shares covered by this prospectus be entitled under agreements, if any, entered into with the
Secured Parties and us to indemnification by the Lender selling stockholders and us against certain
civil liabilities, including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters, dealers and agents may be required to make. Underwriters,
dealers and agents engaged by the Secured Parties may be customers of, engage in transactions with,
or perform services in the ordinary course of business for the Secured Parties and/or their
affiliates or us and/or our affiliates.
Our Revlon Class A common stock is listed on the New York Stock Exchange. However, no
assurance can be given as to the continued listing, continued trading, liquidity or activity of
trading in the shares offered by the Secured Parties pursuant to this prospectus, if any.
Any underwriters to whom shares covered by this prospectus are sold by the Secured Parties for
public offering and sale, if any, may make a market in the shares, but we expect that such
underwriters will not be obligated to do so and may discontinue any market making at any time
without notice.
In compliance with the guidelines of the Financial Industry Regulatory Authority, or FINRA,
the aggregate maximum discount, commission or agency fees or other items constituting underwriting
compensation to be received by any FINRA member or independent broker-dealer from the Secured
Parties will not exceed 8% of any offering pursuant to this prospectus and any applicable
prospectus supplement.
15
LEGAL MATTERS
Unless otherwise specified in any prospectus supplement accompanying this prospectus, if any,
Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, will provide opinions regarding the
authorization and validity of the Class A common stock covered by this prospectus. Skadden, Arps,
Slate, Meagher & Flom LLP has from time to time represented, and may continue to represent,
MacAndrews & Forbes and certain of its affiliates (including us) in connection with certain legal
matters. If legal matters in connection with offerings made by this prospectus are passed on by
counsel for the underwriters, dealers or agents, if any, engaged by the Secured Parties, that
counsel will be named in any applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Revlon, Inc. and subsidiaries, as of December 31,
2009 and 2008, and for each of the years in the three-year period ended December 31, 2009, the
related financial statement schedule, and management’s assessment of the effectiveness of internal
control over financial reporting as of December 31, 2009, have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts in accounting and
auditing.
16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses (all of which will be borne by
MacAndrews & Forbes pursuant to the Registration Rights Agreement) incurred in connection with the
issuance and distribution of the securities being registered, other than underwriting discounts and
commissions (if any), which will also be paid by MacAndrews & Forbes but which are not required to
be listed below. All of the amounts shown are estimates, except the SEC registration fee.
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|
|
|
|
|
SEC registration fee |
|
$ |
9,462.53 |
|
Printing and distributing |
|
|
20,000.00 |
|
Legal fees and expenses |
|
|
30,000.00 |
|
Accounting fees and expenses |
|
|
15,000.00 |
|
|
|
|
|
Total |
|
$ |
74,462.53 |
|
|
|
|
|
Item 15. Indemnification of Directors and Officers
Under Section 145 of the DGCL, a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with such action, suit
or proceeding (i) if such person acted in good faith and in a manner that such person reasonably
believed to be in or not opposed to the best interests of the corporation and (ii) with respect to
any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was
unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify
such person against expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if such person acted in
good faith and in a manner that such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which that person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the Court of Chancery or other such
court shall deem proper. To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defending any such action, suit or
proceeding referred to above or any claim, issue or matter therein, such person is entitled to
indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such
person in connection therewith. A corporation may pay expenses (including attorneys’ fees) incurred
by an officer or director in defending any civil, criminal, administrative or investigative action,
suit or proceeding in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay such amount if it
shall ultimately be determined that such person is not entitled to be indemnified by the
corporation. Such expenses (including attorneys’ fees) incurred by former directors and officers or
other employees and agents may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate. The indemnification and advancement of expenses provided for or
granted pursuant to Section 145 is not exclusive of any other rights of indemnification or
advancement of expenses to which those seeking indemnification or advancement of expenses may be
entitled, and a corporation may purchase and maintain insurance against liabilities asserted
against any former or current director, officer, employee or agent of the corporation, or a person
who is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, whether or not the
power to indemnify is provided by the statute.
II-1
Article X of the by-laws of the registrant, a copy of which is filed as an exhibit to this
Registration Statement, provides for indemnification of the officers and directors of the
registrant to the fullest extent permitted by applicable law.
Section 8 of Article X of the by-laws allows the registrant to maintain director and officer
liability insurance on behalf of any person who is or was a director or officer of the registrant
or such person who serves or served as a director, officer, employee or agent, of another
corporation, partnership or other enterprise at the request of the registrant. The indemnification
and advancement of expenses shall, unless otherwise provided when authorized or ratified, continue
as to a person who has ceased to be a director or officer and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 11 of Article X of the by-laws provides that except for proceedings to enforce rights
to indemnification, the registrant shall not be obligated to indemnify any of its directors or
officers in connection with a proceeding (or part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized or consented to by the board of directors of the
registrant.
Pursuant to Section 102(b)(7) of the DGCL, Article Fifth (4) of the registrant’s certificate
of incorporation, a copy of which is filed as an exhibit to this Registration Statement, provides
that no director of the registrant shall be personally liable to the registrant or any of its
stockholders for monetary damages for breach of such director’s fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its
stockholders, (ii) for acts or omissions not in good faith or that 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. Any repeal or
modification of this Article by the stockholders of the registrant shall not adversely affect any
right or protection of a director of the registrant existing at the time of such repeal or
modification with respect to acts or omissions occurring prior to such repeal or modification.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
The exhibits to this Registration Statement are listed on the Exhibit Index on page II-6
hereof, which is incorporated by reference in this Item 16.
(b) Financial Statement Schedules:
All schedules for which provision is made in the SEC’s applicable accounting regulations have
been omitted because they are not required, amounts which would otherwise be required to be shown
regarding any item are not material, are inapplicable, or the required information has already been
provided elsewhere in this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended, or the Securities Act;
(ii) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
II-2
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective Registration Statement; and
(iii) 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 (1)(i) and (1)(ii) of this section do not apply if the
Registration Statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended, or the Exchange Act, that are incorporated by reference in the Registration
Statement; and
Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the Registration
Statement is on Form S-3 or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the Registration Statement.
Provided further, however, that paragraphs 1(i) and (1)(ii) do not apply if this Registration
Statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the
information required to be included in a post-effective amendment is provided pursuant to Item
1100(c) of Regulation AB.
2. That, for the purpose 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 offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. 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.
4. That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the Registration Statement as of the date the filed prospectus was deemed part
of and included in the Registration Statement;
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as part of a Registration Statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act shall be deemed to be part of and included
in the Registration Statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such date shall be deemed to
be a new effective date of the Registration Statement relating to the securities in the
Registration Statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a Registration Statement or prospectus that is part of
the Registration Statement or made in a document incorporated or deemed incorporated by
reference into the Registration Statement or prospectus that is part of the Registration
Statement will, as to the purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the Registration Statement or
prospectus that was part of the Registration Statement or made in any such document
immediately prior to such effective date; and
II-3
(iii) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the Registration Statement as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or prospectus that is part of
the Registration Statement or made in a document incorporated or deemed incorporated by
reference into the Registration Statement or prospectus that is part of the Registration
Statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the Registration Statement or prospectus
that was part of the Registration Statement or made in any such document immediately prior
to such date of first use.
5. That, for the purpose of determining liability of the registrant under the Securities Act
to any purchaser in the initial distribution of the securities:
The undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the provisions of the
registrant’s articles of incorporation or by-laws or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange 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 registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act, Revlon, Inc. certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 September 3, 2010.
REVLON, INC.
(Registrant)
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By:
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By:
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By: |
/s/ Alan T. Ennis
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/s/ Steven Berns
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/s/ Gina M. Mastantuono |
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Alan T. Ennis
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Steven Berns
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Gina M. Mastantuono |
President, Chief Executive
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Executive Vice President
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Senior Vice President, |
Officer, and Director
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and Chief Financial Officer
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Corporate Controller and |
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Chief Accounting Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been
signed below by the following persons in the capacities indicated on September 3, 2010.
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| Signature |
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Title |
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*
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Chairman of the Board and Director |
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(Ronald O. Perelman) |
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*
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Vice Chairman of the Board and Director |
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(David L. Kennedy) |
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*
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President, Chief Executive Officer and Director |
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(Alan T. Ennis) |
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*
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Director |
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(Alan S. Bernikow) |
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*
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Director |
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(Paul J. Bohan) |
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*
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Director |
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(Meyer Feldberg) |
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*
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Director |
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(Debra L. Lee) |
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*
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Director |
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(Tamara Mellon) |
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*
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Director |
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(Richard J. Santagati) |
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*
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Director |
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(Barry F. Schwartz) |
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*
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Director |
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(Kathi P. Seifert) |
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| * |
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Robert K. Kretzman, by signing his name hereto, does hereby sign this Registration Statement
on behalf of the directors of the registrant above whose name asterisks appear, pursuant to
powers of attorney duly executed by such directors and filed with the SEC. |
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| By: |
/s/ Robert K. Kretzman
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Robert K. Kretzman |
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Attorney-in-fact |
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II-5
EXHIBIT INDEX
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| Exhibit Number |
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Description of Documents |
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3.1
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Restated Certificate of Incorporation of Revlon, Inc., dated October 29, 2009
(incorporated by reference to Exhibit 3.1 to Revlon, Inc.’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2009 filed with the SEC on
October 29, 2009) |
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3.2
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Amended and Restated By-Laws of Revlon, Inc., dated as of December 10, 2007
(incorporated by reference to Exhibit 3.1 of Revlon, Inc.’s Current Report on
Form 8-K filed with the SEC on December 10, 2007) |
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3.3
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Certificate of Designation of Series A Preferred Stock of Revlon, Inc.
(incorporated by reference to Exhibit (d)(9) to Amendment No. 8 of Revlon,
Inc.’s Schedule TO/Schedule 13E-3 filed with the SEC on October 8, 2009) |
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4.1
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Second Amended and Restated Term Loan Agreement dated as of March 11, 2010
(the “2010 Term Loan Agreement”), among Revlon Consumer Products Corporation
(“Products Corporation”) as borrower, the lenders party thereto, Citicorp
USA, Inc. (“CUSA”) as administrative agent and collateral agent, JPMorgan Chase Bank,
N.A. and Bank of America, N.A. as co-syndication agents, Credit Suisse
Securities (USA) LLC (“Credit Suisse”) and Natixis,
New York Branch (“Natixis”) as co-documentation
agents, Citigroup Global Markets Inc. (“CGMI”), J.P. Morgan Securities Inc.
(“JPM Securities”), Banc of
America Securities LLC (“BAS”) and Credit Suisse as joint lead arrangers, and CGMI,
JPM Securities, BAS, Credit Suisse and Natixis as joint bookrunners
(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K
of Products Corporation filed with the SEC on March 16, 2010 (the “Products
Corporation March 16, 2010 Form 8-K”) |
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4.2
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Second Amended and Restated Revolving Credit Agreement dated as of March 11,
2010 (the “2010 Revolving Credit Agreement” and together with the 2010 Term
Loan Agreement, the “2010 Credit Agreements”), among Products Corporation as
borrower, certain subsidiaries of Products Corporation from time to time
party thereto as local borrowing subsidiaries, the lenders party thereto,
CUSA as administrative agent and collateral agent, CGMI and Wells Fargo Capital Finance, LLC (“Wells Fargo”) as
joint lead arrangers, and CGMI, Wells Fargo, BAS, JPM Securities and Credit Suisse as joint
bookrunners (incorporated by reference to Exhibit 4.2 to the Products
Corporation March 16, 2010 Form 8-K) |
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4.3
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Third Amended and Restated Pledge and Security Agreement dated as of
March 11, 2010 among Revlon, Inc., Products Corporation and certain domestic
subsidiaries of Products Corporation in favor of CUSA, as
collateral agent for the secured parties (incorporated by reference to
Exhibit 4.3 to the Products Corporation March 16, 2010 Form 8-K) |
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4.4
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Third Amended and Restated Intercreditor and Collateral Agency Agreement,
dated as of March 11, 2010, among CUSA, as administrative agent
for the lenders under the 2010 Credit Agreements, U.S. Bank National
Association, as trustee for certain noteholders, CUSA, as
collateral agent for the secured parties, Revlon, Inc., Products Corporation
and certain domestic subsidiaries of Products Corporation (incorporated by
reference to Exhibit 4.4 to the Products Corporation March 16, 2010 Form 8-K) |
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4.5
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Amended and Restated Guaranty, dated as of March 11, 2010, by and among
Revlon, Inc., Products Corporation and certain domestic subsidiaries of
Products Corporation, in favor of CUSA, as collateral agent for
the secured parties (incorporated by reference to Exhibit 4.5 to the Products
Corporation March 16, 2010 Form 8-K) |
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4.6
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Schedule of Borrowers; Denomination Currencies; Currency Sublimits; Maximum
Sublimits; and Local Fronting Lenders under the 2010 Revolving Credit
Agreement (incorporated by reference to Exhibit 4.6 to the Products
Corporation March 16, 2010 Form 8-K) |
II-6
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| Exhibit Number |
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Description of Documents |
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4.7
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Form of Revolving Credit Note under the 2010 Revolving Credit Agreement
(incorporated by reference to Exhibit 4.7 to the Products Corporation
March 16, 2010 Form 8-K) |
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4.8
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Third Amended and Restated Copyright Security Agreement, dated as of
March 11, 2010, among Products Corporation and CUSA, as
collateral agent for the secured parties (incorporated by reference to
Exhibit 4.8 to the Products Corporation March 16, 2010 Form 8-K) |
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4.9
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Third Amended and Restated Copyright Security Agreement, dated as of
March 11, 2010, among Almay, Inc. and CUSA, as collateral agent
for the secured parties (incorporated by reference to Exhibit 4.9 to the
Products Corporation March 16, 2010 Form 8-K) |
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4.10
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Third Amended and Restated Patent Security Agreement, dated as of March 11,
2010, among Products Corporation and CUSA, as collateral agent
for the secured parties (incorporated by reference to Exhibit 4.10 to the
Products Corporation March 16, 2010 Form 8-K). |
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4.11
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Third Amended and Restated Trademark Security Agreement, dated as of
March 11, 2010, among Products Corporation and CUSA, as
collateral agent for the secured parties (incorporated by reference to
Exhibit 4.11 to the Products Corporation March 16, 2010 Form 8-K) |
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4.12
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Third Amended and Restated Trademark Security Agreement, dated as of
March 11, 2010, among Charles Revson Inc. and CUSA, as
collateral agent for the secured parties (incorporated by reference to
Exhibit 4.12 to the Products Corporation March 16, 2010 Form 8-K) |
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4.13
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Form of Term Loan Note under the 2010 Term Loan Agreement (incorporated by
reference to Exhibit 4.13 to the Products Corporation March 16, 2010
Form 8-K) |
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4.14
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Amended and Restated Term Loan Guaranty, dated as of March 11, 2010, by
Revlon, Inc., Products Corporation and certain domestic subsidiaries of
Products Corporation in favor of CUSA, as collateral agent for
the secured parties (incorporated by reference to Exhibit 4.14 to the
Products Corporation March 16, 2010 Form 8-K) |
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4.15
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Indenture, dated as of November 23, 2009, between Products Corporation and
U.S. Bank National Association, as trustee, relating to Products
Corporation’s 93/4% Senior Secured Notes due November 15, 2015 (incorporated
by reference to Exhibit 4.22 to the Products Corporation 2009 Form 10-K) |
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4.16
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Deed of Trust, Assignment of Rents and Leases Security Agreement and Fixture
Filing dated as of November 23, 2009, made by Products Corporation to First
American Title Insurance Company, as trustee for the benefit of CUSA, as collateral agent for the Noteholder Secured Parties (Oxford, North
Carolina) (incorporated by reference to Exhibit 4.23 to the Products
Corporation 2009 Form 10-K) |
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4.17
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Registration Rights Agreement, dated as of November 23, 2009, by and among
Products Corporation, Revlon, Inc., certain domestic subsidiaries of Products
Corporation and CGMI, BAS, Credit Suisse and JPM Securities as
representatives of the several initial purchasers (incorporated by reference
to Exhibit 4.24 to the Products Corporation 2009 Form 10-K) |
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5.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP* |
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23.1
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Consent of KPMG LLP* |
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) |
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24.1
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Power of Attorney of Ronald O. Perelman* |
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24.2
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Power of Attorney of David L. Kennedy* |
II-7
| |
|
|
| Exhibit Number |
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Description of Documents |
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|
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24.3
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Power of Attorney of Alan T. Ennis* |
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24.4
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Power of Attorney of Alan S. Bernikow* |
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24.5
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Power of Attorney of Paul J. Bohan* |
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24.6
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Power of Attorney of Meyer Feldberg* |
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24.7
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Power of Attorney of Debra L. Lee* |
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24.8
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Power of Attorney of Tamara Mellon* |
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24.9
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Power of Attorney of Richard J. Santagati* |
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24.10
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Power of Attorney of Barry F. Schwartz* |
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24.11
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Power of Attorney of Kathi P. Seifert* |
II-8