UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 22, 2005 (November 22, 2005)
Revlon, Inc.
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(Exact name of Registrant as specified in its Charter)
Delaware 1-11178 13-3662955
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(State or other jurisdiction of (Commission (I.R.S. Employer Identification
incorporation) File Number) No.)
237 Park Avenue
New York, New York 10017
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(Address of principal executive offices) (Zip code)
(212) 527-4000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
On November 22, 2005, Revlon Consumer Products Corporation, a wholly-owned
subsidiary of Revlon, Inc. ("RCPC"), furnished a notice to participants in the
Revlon Employees' Savings, Investment and Profit Sharing Plan and Revlon Excess
Savings Plan, RCPC's qualified and non-qualified defined contribution 401(k)
plans, respectively (collectively, the "Plans"), informing them that the Plans
are changing their record keeper effective as of January 3, 2006. The notice
stated that, as a result of these changes, during a period starting 3:00 p.m.
Eastern time on December 22, 2005 and expected to end during the week of January
15, 2006 (referred to as the "blackout period"), Plan participants will be
unable to direct or diversify investments in their individual accounts, or
obtain a loan, withdrawal or distribution from the Plans. The notice indicated
that such restrictions apply to shares of Revlon, Inc. Class A common stock, par
value $0.01 per share, held by Plan participants through the Revlon, Inc.
Employee Stock Fund, which is one of the investment options offered under each
of the Plans.
In connection with the foregoing, on November 22, 2005, each of Revlon,
Inc. and RCPC sent a notice to its respective executive officers and directors
informing them that, among other things, pursuant to Section 306(a) of the
Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's rules
promulgated thereunder, during the blackout period, they would be prohibited
from, directly or indirectly, purchasing, selling or otherwise acquiring or
transferring equity securities of Revlon, Inc. acquired in connection with their
service or employment as a director or executive officer. The notice is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. The description
of the notice is qualified in its entirety by reverence to Exhibit 99.1. Such
notice was provided to executive officers and directors of Revlon, Inc. and RCPC
within five business days of November 22, 2005, which is the date that the
blackout notice was mailed to Plan participants and the date that the Plan
administrator notified Revlon, Inc. and RCPC of the blackout period.
During the blackout period and for a period of two years after the ending
date thereof, a Revlon, Inc. security holder or other interested person may
obtain, without charge, information regarding the blackout period, including the
actual beginning and ending dates of the blackout period, by contacting the
office of the Executive Vice President, Chief Legal Officer, General Counsel and
Secretary of Revlon, Inc. at 237 Park Avenue, New York, New York 10017;
telephone 212-527-5695.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Notice to Executive Officers and Directors of Revlon, Inc.
and Revlon Consumer Products Corporation regarding Revlon
Employees' Savings, Investment and Profit Sharing Plan and
Revlon Excess Savings Plan "blackout period" and
restrictions on ability to trade in equity securities of
Revlon, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REVLON, INC.
By: /s/ Robert K. Kretzman
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Robert K. Kretzman
Executive Vice President, Chief
Legal Officer, General Counsel and
Secretary
Date: November 22, 2005
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Notice to Executive Officers and Directors of Revlon, Inc.
and Revlon Consumer Products Corporation regarding Revlon
Employees' Savings, Investment and Profit Sharing Plan and
Revlon Excess Savings Plan "blackout period" and
restrictions on ability to trade in equity securities of
Revlon, Inc.
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Exhibit 99.1
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Notice to Executive Officers and Directors of Revlon, Inc. and Revlon Consumer
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Products Corporation regarding Revlon Employees' Savings, Investment and Profit
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Sharing Plan and Revlon Excess Savings Plan "blackout period" and restrictions
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on ability to trade in equity securities of Revlon, Inc.
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TO: All members of the Board of Directors and Executive Officers of
Revlon, Inc. and Revlon Consumer Products Corporation
FROM: Robert K. Kretzman, Esq.
RE: Important Notice regarding Revlon Employees' Savings, Investment and
Profit Sharing Plan and Revlon Excess Savings Plan "blackout period"
and restrictions on ability to trade in equity securities of Revlon,
Inc.
DATE: November 22, 2005
Participants in the Revlon Employees' Savings, Investment and Profit Sharing
Plan and Revlon Excess Savings Plan (collectively, the "Plans") have been
notified that there will be a temporary "blackout period" that will apply to the
Plans due to the Plans' conversion to a new record keeper. The blackout period
is necessary to allow sufficient time to complete the conversion to the new
record keeper. During the blackout period, Plan participants will be unable to
direct or diversify investments in their individual accounts, or obtain a loan,
withdrawal or distribution from the Plan. This notice is to inform you of
significant restrictions on your ability to trade in any equity security of
Revlon, Inc. during the upcoming blackout period. The blackout period will be in
effect beginning at 3:00 p.m. Eastern time on December 22, 2005 and is expected
to end during the week of January 15, 2006. Even if you are not a participant in
any of the Plans, this restriction does affect you - please read this entire
memorandum.
During the blackout period, and in accordance with Section 306(a) of the
Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's (the
"SEC") rules promulgated thereunder, as directors and executive officers of
Revlon, Inc. and Revlon Consumer Products Corporation, you are prohibited from,
directly or indirectly, purchasing, selling, or otherwise acquiring or
transferring any equity securities of Revlon, Inc. "acquired in connection with
[your] service or employment as a director or executive officer" of the Company
(as defined in the SEC's rules). Generally, this rule applies to directors and
executive officers of public companies and is designed to ensure they do not buy
or sell securities of an issuer when participants of pension plans are
temporarily prevented from engaging in equity security transactions through
their plan accounts.
Although this trading restriction is subject to certain exceptions, given the
complexity of the rule and the short duration of the blackout period, you should
avoid transactions involving Revlon, Inc. equity securities during the blackout
period (including, but not limited to, any purchases or dispositions of Revlon,
Inc. Class A common stock ("Revlon Common Stock") held inside or outside of the
Plans, selling any Revlon Common Stock you originally received as a restricted
stock grant and/or exercising any of your stock options).
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The Company will notify you and all Plan participants by mail when the blackout
period has ended.
The restrictions described above also apply in addition to the trading
restrictions under the Company's securities trading policy.
If you should have any questions concerning this notice or the blackout period,
please feel free to contact me at 237 Park Avenue, New York, New York 10017;
telephone (212) 527-5695, or e-mail robert.kretzman@revlon.com.
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