As filed with the Securities and Exchange Commission on __________, 2002
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REVLON, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State of incorporation)
13-3662955
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(I.R.S. employer identification no.)
625 Madison Avenue
New York, New York 10022
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(Address of principal executive offices) (Zip code)
Revlon, Inc. Fourth Amended and Restated 1996 Stock Plan
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(Full title of the plan)
Robert K. Kretzman, Esq.
Revlon, Inc.
625 Madison Avenue
New York, New York 10022
(212) 527-4000
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(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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Class A Common Stock,
par value $0.01 per share 2,000,000(3) $4.95 $9,900,000 $910.80
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(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, this Registration Statement also covers such
indeterminable number of additional shares of Class A Common Stock as may
be issuable pursuant to the antidilution provisions of the Revlon, Inc.
Fourth Amended and Restated 1996 Stock Plan.
EXPLANATORY NOTE
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Pursuant to a Registration Statement on Form S-8 dated May 10, 1996 (File No.
333-3421) (the "Original Plan Registration Statement"), Revlon, Inc., a Delaware
company (the "Company"), registered 5,000,000 shares of its Class A Common
Stock, par value $0.01 per share (the "Common Stock"), issuable under the
Revlon, Inc. 1996 Stock Plan (the "Original Plan" and, as amended, the "Plan").
The Original Plan was amended and restated on December 17, 1996, February 12,
1999, and again on May 10, 2000. The second amendment and restatement of the
Plan, which became effective April 7, 1999 after the Company's shareholders
approved such amendment and restatement at the Company's 1999 Annual Meeting,
increased the number of shares with respect to which options, restricted stock
awards and performance awards (all awards granted under the Plan being "Awards")
may be granted under the Plan by 2,000,000 so that the maximum aggregate number
of shares with respect to which Awards could be granted under the Plan was
increased to 7,000,000 shares. Such additional 2,000,000 shares were the subject
of a Registration Statement on Form S-8 dated April 14, 1999 (File No.
333-76267) (the "Second Registration Statement"). The third amendment and
restatement of the Plan, which became effective June 1, 2001 after the Company's
shareholders approved such amendment and restatement at the Company's 2001
Annual Meeting, increased the number of shares with respect to which Awards may
be granted under the Plan by 1,500,000 so that the maximum aggregate number of
shares with respect to which Awards could be granted under the Plan was
increased to 8,500,000 shares. Such additional 1,500,000 shares were the subject
of a Registration Statement on Form S-8 dated October 11, 2001 (File No.
333-71378) (the "Third Registration Statement"). The fourth amendment and
restatement of the Plan, which became effective May 31, 2002 after the Company's
shareholders approved such amendment and restatement at the Company's 2002
Annual Meeting, increased the number of shares with respect to which Awards may
be granted under the Plan by 2,000,000 so that the maximum aggregate number of
shares with respect to which Awards can be granted under the Plan was increased
to 10,500,000 shares.
INCORPORATION BY REFERENCE OF THE CONTENTS OF PRIOR REGISTRATION STATEMENT
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This Registration Statement relates to the Original Plan Registration Statement,
the Second Registration Statement and the Third Registration Statement. Pursuant
to General Instruction E of Form S-8, this Registration Statement is being filed
to register an additional 2,000,000 shares of Common Stock to be issued pursuant
to, or reserved for issuance under, the Plan. The contents of the Original Plan
Registration Statement (filed with the Securities and Exchange Commission (the
"Commission") on May 10, 1996, File No. 333-3421), the Second Registration
Statement (filed with the Commission on April 14, 1999, File No. 333-76267) and
the Third Registration Statement (filed with the Commission on October 11, 2001,
File No. 333-71378) are incorporated herein by reference.
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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 this Registration Statement in accordance
with Rule 424 under the Securities Act, and the Note to Part I of Form
S-8.
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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 Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001; and
(2) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2002.
All documents subsequently filed by the Company 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 document
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ITEM 3. EXHIBITS.
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, File No. 333-71378).
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. Fourth Amended and Restated 1996 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.
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.
*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.
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* Filed herewith.
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.
SIGNATURE TITLE DATE
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* 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
Laurence Winoker Treasurer (Principal
Accounting Officer)
* Director June 19, 2002
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Donald G. Drapkin
* Director June 19, 2002
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Howard Gittis
* Director June 19, 2002
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Meyer Feldberg
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Director June 19, 2002
*
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Vernon E. Jordan, Jr.
* Director June 19, 2002
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Edward J. Landau
* Director June 19, 2002
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Linda Gosden Robinson
* Director June 19, 2002
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Terry Semel
* Director June 19, 2002
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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 the
Registration Statement on Form S-8.
By __/s/____________________________
Robert K. Kretzman
Attorney in Fact
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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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, File No. 333-71378).
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. Fourth Amended and Restated 1996 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.
*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.
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