As filed with the Securities and Exchange Commission on May 10, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REVLON, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
13-3662955
(I.R.S. employer identification no.)
625 Madison Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)
Revlon, Inc. 1996 Stock Plan
(Full title of the plan)
Wade H. Nichols III, Esq.
Revlon, Inc.
625 Madison Avenue
New York, New York 10022
(212) 527-4000
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Stacy J. Kanter, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
============================= ======================== ============================= ========================= ================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration
Per Share (1)(2) Price(2) Fee
============================= ======================== ============================= ========================= ================
Class A Common Stock,
par value $.01 per share 4,038,000 $24.8125 $100,192,875 $34,550
956,000 $24.00 $22,944,000 $7,912
5,000 $26.375 $131,875 $46
1,000 $27.25 $27,250 $10
------------ --------
5,000,000 (3) $42,518
============================= ======================== ============================= ========================= =================
(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.
1996 Stock Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, Revlon, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are incorporated by reference in this
registration statement.
(1) Prospectus dated February 28, 1996, filed pursuant to
Rule 424(b) under the Securities Act;
(2) The description of the Class A Common Stock, par value $.01 per
share, of the Company (the "Class A Common Stock") contained under the caption
"Description of Registrant's Securities to be Registered" in Amendment No. 1
to the Company's Registration Statement on Form 8-A/A-1 dated February 26,
1996, filed pursuant to Section 12(b) of the Exchange Act, as amended; and
(3) Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 of the Company.
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 documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Class A Common Stock to be issued in
connection with this Registration Statement will be passed upon by Wade H.
Nichols III, Senior Vice President and General Counsel of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the
Delaware General Corporation Law (the "DGCL"), as well as the Amended and
Restated By-Laws of the Company filed as Exhibit 3.2 hereto (the "Amended and
Restated By-Laws"), as such provisions relate to the indemnification of the
directors and officers of the Company. This description is intended only as a
summary and is qualified in its entirety by reference to the DGCL and the
Amended and Restated By-Laws which are incorporated herein by reference.
Article X of the Amended and Restated By-Laws provides that the
Company shall indemnify its officers and directors to the fullest extent
permitted by applicable law. Section 145 of the DGCL provides, in general,
that each director and officer may be indemnified against expenses (including
attorneys' fees, judgments, fines and amounts paid in settlement) actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which he is involved by
reason of the fact that he is or was a director or officer if he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Company, the director or officer may not be indemnified in respect of any
claim, issue or matter as to which he shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Company
unless a court determines otherwise.
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Furthermore, Article Fifth of the Company's Amended and Restated
Certificate of Incorporation eliminates the personal liability of directors to
the Company or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv)
for any transaction from which the director derived an improper personal
benefit. Section 102 of the DGCL permits a Company's certificate of
incorporation to contain these provisions. In addition, Article X, Section 8
of the Amended and Restated By-Laws provides that the Company may purchase
insurance on behalf of any person who is or was a director or officer of the
Company, or who is or was a director or officer of the Company serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Company would have the power or the
obligation to indemnify such person against such liability under the
provisions of Article X of the Amended and Restated By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
3.1 Amended and Restated Certificate of Incorporation of the
Company (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 Amended and Restated By-Laws of the Company (Incorporated by
reference to Exhibit 3.5 to the Quarterly Report on Form
10-Q for the quarter ended March 31, 1996 of the Company).
4.1 Revlon, Inc. 1996 Stock Plan (Incorporated by reference
to Exhibit 10.24 to the Annual Report on Form 10-K for the
year ended December 31, 1995 of Revlon Consumer Products
Corporation).
5 Opinion of Wade H. Nichols III, General Counsel of the
Company, regarding the legality of the securities
being registered.
23.1 Consent of KPMG Peat Marwick LLP, independent certified
public accountants.
23.2 Consent of Wade H. Nichols III, Esq. (contained in the
opinion filed as Exhibit 5 hereto).
4
24.1 Powers of Attorney (included on the signature page of
this registration statement).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 the
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 high and 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 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 the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(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.
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(b) 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 Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(c) 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
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
Securities Act and will be governed by the final adjudication of such issue.
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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
10th day of May, 1996.
REVLON, INC.
(Registrant)
By: /s/ Jerry W. Levin
------------------------------------
Jerry W. Levin
Chairman of the Board of Directors,
Chief Executive Officer and Director
KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints each of Glenn P.
Dickes, Robert K. Kretzman, Wade H. Nichols III and William J. Fox, or any of
them, each acting alone, as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in his
name, place and stead, in any and all capacities, in connection with the
Company's Registration Statement on Form S-8 under the Securities Act,
including, without limiting the generality of the foregoing, to sign the
Registration Statement in the name and on behalf of the Company or on behalf
of the undersigned as a director or officer of the Company, and any and all
amendments or supplements to the Registration Statement, including any and all
stickers and post-effective amendments to the Registration Statement, and to
sign any and all additional registration statements relating to the same
offering of securities as the Registration Statement that are filed pursuant
to Rule 462(b) of the Securities Act and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any applicable securities exchange or securities
self-regulatory body, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
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.
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Ronald O. Perelman Chairman of the Executive Committee May 10, 1996
- ---------------------- and Director
Ronald O. Perelman
/s/ Jerry W. Levin Chairman of the Board, Chief May 10, 1996
- ---------------------- Executive Officer and Director
Jerry W. Levin (Principal Executive Officer)
/s/ George Fellows President, Chief Operating Officer May 10, 1996
- ---------------------- and Director
George Fellows
/s/ William J. Fox Executive Vice President, Chief May 10, 1996
- ---------------------- Financial Officer and Director
William J. Fox (Principal Financial Officer)
/s/ Lawrence E. Kreider Senior Vice President and May 10, 1996
- ---------------------- Controller (Principal Accounting
Lawrence E. Kreider Officer)
/s/ Donald G. Drapkin Director May 10, 1996
- ----------------------
Donald G. Drapkin
/s/ Howard Gittis Director May 10, 1996
- ----------------------
Howard Gittis
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
----------- ---------------------- --------
5 Opinion of Wade H. Nichols III, General Counsel of the Company,
regarding the legality of the securities being registered.
23.1 Consent of KPMG Peat Marwick LLP, independent certified
public accountants.
23.2 Consent of Wade H. Nichols III, Esq. (contained in the opinion filed
as Exhibit 5 hereto).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
EXHIBIT 5
May 10, 1996
Board of Directors
Revlon, Inc.
625 Madison Avenue
New York, New York 10022
Dear Sirs:
I am Senior Vice President and General Counsel of Revlon,
Inc., a Delaware corporation (the "Company"), and have acted as counsel to the
Company in connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), of 5,000,000 additional shares of the
Company's Class A Common Stock, par value $.01 per share (the "Class A Common
Stock"), to be issued pursuant to or reserved for issuance under the Revlon,
Inc. 1996 Stock Plan (the "Stock Plan").
This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulations S-K under the Securities Act.
In connection with this opinion, I have examined and am
familiar with originals or copies certified or otherwise identified to my
satisfaction, of (i) the Stock Plan; (ii) the Amended and Restated Certificate
of Incorporation and the Amended and Restated By-Laws of the Company, in each
case as amended to the date hereof; (iii) certain resolutions of the Board of
Directors of the Company relating to the adoption of the Stock Plan and the
issuance of the Class A Common Stock; (iv) the resolution by the shareholder
of the Company approving the Stock Plan; (v) a specimen certificate evidencing
the Class A Common Stock; and (vi) such other documents as I have deemed
necessary or appropriate as a basis for the opinion set forth below.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinion expressed herein which were not independently established or verified,
I have relied upon oral or written statements and representations of officers
and other representatives of the Company and others.
I am admitted to the Bar in the state of New York and I do
not express any opinion as to the laws of any other jurisdiction.
Upon the basis of and subject to the foregoing, I am of the
opinion that the Company has the full power and authority under the General
Corporation Law of the State of Delaware, and under its Amended and Restated
Certificate of Incorporation and Amended and Restated By-Laws, as amended, to
issue the Class A Common Stock reserved for issuance under the Stock Plan, and
that such shares of Class A Common Stock are validly authorized shares of
Class A Common Stock, and when issued and paid for, will be legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me in Item 5, Interests
of Named Experts and Counsel, of the Registration Statement.
Very truly yours,
/s/ Wade H. Nichols III
-------------------------
Wade H. Nichols III
Senior Vice President and
General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Revlon, Inc.:
We consent to the use of our report incorporated herein by reference, included
in the Prospectus dated February 28, 1996.
/s/ KPMG PEAT MARWICK LLP
New York, New York
May 10, 1996
