As filed with the Securities and Exchange Commission on March 30, 1998
Registration No. 333-
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 Employees' Savings, Investment and Profit Sharing 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)
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 1,000,000(3) $50.25 $50,250,000 $14,824
==========================================================================================================================
(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) This registration statement also relates to such indeterminate number of
shares of additional Class A Common Stock as may be issuable as a result
of stock splits, stock dividends or similar transactions and, pursuant to
Rule 416(c), an indeterminate number of interests in the Revlon Employees'
Savings, Investment and Profit Sharing Plan.
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 the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
The sponsor of the Revlon Employees' Savings, Investment and Profit
Sharing Plan is Revlon Consumer Products Corporation, a wholly owned
subsidiary of the registrant, Revlon, Inc.
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) 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
(2) Annual Report on Form 10-K for the fiscal year ended December 31,
1997 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.
2
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality 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, Esq., Executive 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, 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.
3
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 AND UNDERTAKING.
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 Employees' Savings, Investment and Profit Sharing
Plan (Incorporated by reference to Exhibit 10.18 to the
Annual Report on Form 10-K for the year ended
December 31, 1997 of the Company).
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.
The undersigned registrant hereby undertakes that it will submit or
has submitted the Revlon Employees' Savings, Investment and Profit
Sharing Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify such plan.
4
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 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
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.
(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
5
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.
6
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 30th day
of March, 1998.
REVLON, INC.
(Registrant)
By: /s/ Lawrence E. Kreider
-------------------------------
Lawrence E. Kreider
Senior Vice President and
Controller (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.
7
SIGNATURE TITLE DATE
* Chairman of the Executive March 30, 1998
- ------------------------------------ Committee and Director
Ronald O. Perelman
/s/ George Fellows
- ----------------------------------- President, Chief Executive March 30, 1998
George Fellows Officer and Director
(Principal Executive Officer)
* Chairman of the Board and March 30, 1998
- ------------------------------------ Director
Jerry W. Levin
/s/ Frank Gehrmann
- ------------------------------------ Executive Vice President and March 30, 1998
Frank Gehrmann Chief Financial Officer
(Principal Financial Officer)
/s/ Lawrence E. Kreider
- ------------------------------------ Senior Vice President and March 30, 1998
Lawrence E. Kreider Controller (Principal
Accounting Officer)
* Senior Executive Vice March 30, 1998
- ------------------------------------ President and Director
William J. Fox
* Director March 30, 1998
- ------------------------------------
Donald G. Drapkin
* Director March 30, 1998
- ------------------------------------
Howard Gittis
* Director March 30, 1998
- ------------------------------------
Meyer Feldberg
8
* Director March 30, 1998
- ------------------------------------
Morton L. Janklow
* Director March 30, 1998
- ------------------------------------
Vernon E. Jordan, Jr.
* Director March 30, 1998
- ------------------------------------
Henry A. Kissinger
* Director March 30, 1998
- ------------------------------------
Edward J. Landau
* Director March 30, 1998
- ------------------------------------
Linda Gosden Robinson
* Director March 30, 1998
- ------------------------------------
Terry Semel
* Director March 30, 1998
- ------------------------------------
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 and officers
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
-------------------------------
Robert K. Kretzman
Attorney in Fact
EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
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 Employees' Savings, Investment and Profit Sharing
Plan (Incorporated by reference to Exhibit 10.18 to the
Annual Report on Form 10-K for the year ended December 31, 1997
of the Company).
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.
March 30, 1998
The Board of Directors
Revlon, Inc.
625 Madison Avenue
New York, New York 10022
Dear Sirs:
I am Executive 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 Company's Registration Statement on Form S-8,
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
the registration thereunder of 1,000,000 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 Employees'
Savings, Investment and Profit Sharing Plan (the "Plan").
This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation 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 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 Plan and the issuance
of the Class A Common Stock pursuant to or reserved for issuance under the
Plan; and (iv) 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 any laws other than the laws of the State of New
York and the General Corporation Law of the State of Delaware.
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, to issue the
Class A Common Stock reserved for issuance under the 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
Executive Vice President and
General Counsel
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Revlon, Inc.:
We consent to the use of our report included in the Annual Report on Form 10-K
for the year ended December 31, 1997 of Revlon, Inc. which is incorporated
herein.
/s/ KPMG PEAT MARWICK LLP
New York, New York
March 25, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Ronald O. Perelman
- ---------------------------
Ronald O. Perelman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Howard Gittis
- -------------------------------
Howard Gittis
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ George Fellows
- -----------------------------
George Fellows
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Vernon E. Jordan
- ---------------------------------
Vernon E. Jordan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Jerry W. Levin
- -------------------------------
Jerry W. Levin
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ William J. Fox
- ------------------------------
William J. Fox
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Morton L. Janklow
- ------------------------------
Morton L. Janklow
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Donald G. Drapkin
- --------------------------------
Donald G. Drapkin
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Henry A. Kissinger
- -----------------------------------
Henry A. Kissinger
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Meyer Feldberg
- ---------------------------------
Meyer Feldberg
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Edward J. Landau
- -----------------------------------
Edward J. Landau
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Linda Gosden Robinson
- --------------------------------------
Linda Gosden Robinson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Terry S. Semel
- ---------------------------------
Terry S. Semel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert K. Kretzman, Wade H. Nichols and Joram C. Salig or any
of them, each acting alone, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, in connection with the Revlon, Inc. (the "Corporation")
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), including, without
limiting the generality of the foregoing, to sign the Registration Statement in
the name and on behalf of the Corporation or on behalf of the undersigned as a
director or officer of the Corporation, to sign any amendments and supplements
relating thereto (including post-effective amendments) under the Securities Act
and to sign any instrument, contract, document or other writing of or in
connection with the Registration Statement and any amendments and supplements
thereto (including post-effective amendments) and to file the same, with all
exhibits thereto, and other documents in connection therewith, including this
power of attorney, 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, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS HEREOF, the undersigned has signed these presents this 25th day of
March, 1998.
/s/ Martha Stewart
- ---------------------------------
Martha Stewart
