UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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):
December 13, 2005 (December 12, 2005)
Revlon, Inc.
------------
(Exact name of Registrant as specified in its Charter)
Delaware 1-11178 13-3662955
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
237 Park Avenue
New York, New York 10017
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(212) 527-4000
---------------
(Registrant's telephone number, including area code)
None
----
(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 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) On December 12, 2005, the Board of Directors of Revlon, Inc. (the
"Company"), upon the recommendation of its Nominating and Corporate Governance
Committee, pursuant to Article III, Section I of the Company's By-laws, expanded
the Board from 10 to 12, effective January 1, 2006, and elected Debra L. Lee and
Kathi P. Seifert as new directors to fill the vacancies created by such
expansion, effective January 1, 2006. These new directors will serve on the
Board until the next election of directors at the Company's 2006 annual meeting
of stockholders.
A copy of the press release issued by the Company on December 13, 2005,
announcing the election of Debra L. Lee and Kathi P. Seifert as directors, is
attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
----------- -----------
99.1 Press release issued by Revlon, Inc. on December 13, 2005,
announcing the election of Debra L. Lee and Kathi P. Seifert
to its Board of Directors effective January 1, 2006.
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
----------------------
Robert K. Kretzman
Executive Vice President, Chief Legal
Officer, General Counsel and Secretary
Date: December 13, 2005
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release issued by Revlon, Inc. on December 13, 2005,
announcing the election of Debra L. Lee and Kathi P. Seifert
to its Board of Directors effective January 1, 2006.
Exhibit 99.1
Revlon, Inc. Elects Debra L. Lee and Kathi P. Seifert to its Board of Directors
NEW YORK--(BUSINESS WIRE)--Dec. 13, 2005--Revlon, Inc. (NYSE: REV) today
announced that its Board of Directors has elected Debra L. Lee and Kathi P.
Seifert as new directors, effective January 1, 2006. Ms. Lee currently serves as
President and Chief Executive Officer of Black Entertainment Television (BET), a
media and entertainment company owned by Viacom Inc., and it is expected that
she will be appointed as Chairman of BET effective January 2006. Ms. Seifert,
prior to her retirement in June 2004, was Executive Vice President of
Kimberly-Clark Corporation, a global health and hygiene company principally
engaged in the manufacturing and marketing of a wide range of health and hygiene
products internationally, having served in that role since November 1999. The
elections of Ms. Lee and Ms. Seifert will increase the size of Revlon's Board of
Directors to 12 members.
Commenting on the appointments of Ms. Lee and Ms. Seifert, Revlon Chairman
Ronald O. Perelman stated, "I am delighted that Debra and Kathi will join our
Board. They are two outstanding women with extensive backgrounds in business
development, management, and the consumer market. We believe that the Company
will benefit greatly from Ms. Lee's and Ms. Seifert's experience and leadership.
The Board and senior management look forward to working with Ms. Lee and Ms.
Seifert and utilizing their expertise as we continue to strengthen our business
and position the Company to achieve its objective of long-term growth and
profitability."
Ms. Lee's career at BET began in 1986 as Vice President and General
Counsel. In 1992, she was named Executive Vice President of Legal Affairs and
Publisher of BET's magazine division, while continuing to serve as General
Counsel. In 1995, Ms. Lee assumed responsibility for BET's strategic business
development and was named President and Chief Operating Officer in 1996, prior
to her appointment as Chief Executive Officer in June 2005. Prior to joining
BET, Ms. Lee was an attorney with the Washington, D.C.-based law firm Steptoe &
Johnson.
Ms. Lee serves on the Board of Directors of Eastman Kodak Company, Marriott
International, Inc., and WGL Holdings, Inc. She is also a director of the
National Cable & Telecommunications Association, Girls Inc., Alvin Ailey Dance
Theater, National Women's Law Center, Kennedy Center Community & Friends,
National Symphony Orchestra and Trustee Emeritus at Brown University. Ms. Lee
holds a BA degree from Brown University and MA and JD degrees from Harvard
University.
Ms. Seifert joined Kimberly-Clark in 1978 and served in several marketing
and management positions in connection with both the domestic and international
consumer products businesses. Prior to joining Kimberly-Clark, Ms. Seifert held
management positions at Procter & Gamble, Beatrice Foods and Fort Howard Paper
Company.
Ms. Seifert is the Chairman of Pinnacle Perspectives, LLC, a business
consulting company, and serves on the Boards of Directors of Albertson's, Inc.,
Eli Lilly & Company, and Appleton Papers Inc., as well as the U.S. Fund for
UNICEF, the Wisconsin International Trade Council, and the Fox Cities Performing
Arts Center. Ms. Seifert holds a Bachelor's degree from Valparaiso University.
About Revlon
Revlon is a worldwide cosmetics, skin care, fragrance, and personal care
products company. The Company's vision is to deliver the promise of beauty
through creating and developing the most consumer preferred brands. Websites
featuring current product and promotional information can be reached at
www.revlon.com and www.almay.com. Corporate and investor relations information
can be accessed at www.revloninc.com. The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).
CONTACT: Revlon, Inc.
Investor Relations:
Maria A. Sceppaguercio, 212-527-5230
or
Media:
Scott Behles, 212-527-4718