DESCRIPTION OF CAPITAL STOCK Revlon is currently authorized to issue 900,000,000 shares of Revlon Class A common stock, par value $0.01 per share, 200,000,000 shares of its Class B common stock, or Revlon Class B common stock, par value $0.01 per share, and
20,000,00050,000,000 shares of preferred stock, par value $0.01 per
share.share, with 10,000,000 shares of the authorized preferred stock designated as Series A preferred stock. Except as expressly set forth in Revlon’s
restated certificate of incorporation as summarized below, the rights of the holders of Revlon Class A common stock and holders of Revlon Class B common stock are in all respects identical. As
summarized below, holders of
March 1, 2007,the series A preferred stock are entitled to certain rights set forth in Revlon’s restated certificate of incorporation and certificate of designation. As of June 30, 2010, Revlon had outstanding
476,688,94048,769,593 shares of Revlon Class A common stock,
31,250,0003,125,000 shares of Revlon Class B common stock, all of which are currently owned by MacAndrews & Forbes, and
no sh ares9,336,905 shares of
Series A preferred stock.
The following summary description of Revlon’s capital stock is based on its certificate of incorporation,
by-laws and
its by-lawscertificate of designation of Series A preferred stock in effect as of the date of this prospectus and the applicable provisions of the Delaware General Corporation Law, or the DGCL. For more information on how you can obtain copies of Revlon’s certificate of incorporation,
Revlon’s by-laws and Revlon’s
by-laws,certificate of designation of Series A preferred stock, see
‘‘Where“Where You Can Find More
Information’’Information” on page 3. We urge you to read Revlon’s certificate of incorporation, by-laws,
certificate of designation of Series A preferred stock and any applicable prospectus supplement in their entirety.
Revlon Class A common stock and Revlon Class B common stock Each share of Revlon Class A common stock entitles the holder to one vote and each share of Revlon Class B common stock entitles the holder to ten votes at each annual or special meeting of Revlon’s stockholders, in the case of any written consent of stockholders and for all other purposes on all matters being voted on by Revlon’s stockholders. The holders of Revlon Class A common stock and Revlon Class B common stock vote as a single class on all matters submitted to a vote of Revlon’s stockholders, except as otherwise provided by law. Neither the holders of Revlon Class A common stock nor the holders of Revlon Class B common stock have cumulative voting
rights, preemptive rights or
preemptivesubscription rights.
The holders of Revlon Class A common stock and Revlon Class B common stock are entitled to receive dividends and other distributions as may be declared by Revlon’s board of directors out of assets or funds legally available for that purpose, subject to the rights of the holders of any series of preferred stock, and any other provision of Revlon’s certificate of incorporation. Revlon’s certificate of incorporation provides that if at any time a dividend or other distribution in cash or other property is paid on Revlon Class A common stock or Revlon Class B common stock, a like dividend or other distribution in cash or other property will also be paid on the Revlon Class B common stock or Revlon Class A common
stoc k,stock, as the case may be, in an equal amount per share.
Revlon’s certificate of incorporation provides that if shares of Revlon Class A common stock are paid on Revlon Class A common stock and shares of Revlon Class B common stock are paid on Revlon Class B common stock in an equal amount per share of Revlon Class A common stock and Revlon Class B common stock, such payment will be deemed to be a like dividend or other distribution. Revlon, as a holding company, is dependent on the earnings and cash flow of, and dividends and distributions from, Products Corporation to pay its expenses and to pay any cash dividend or distribution on Revlon Class A common stock that may be authorized by its board of directors.
The terms of Products Corporation’s bank credit agreements, Products Corporation’s line of credit withSenior Subordinated Term Loan Agreement, dated January 30, 2008, between MacAndrews & Forbes Inc., a wholly-owned subsidiary of MacAndrews & Forbes Holdings Inc., asand Products Corporation (as amended, to date, or the 2004 MacAndrews & Forbes Line of Credit,“Senior Subordinated Term Loan Agreement”) and the indenturesindenture governing Products Corporation’s 9½93/4% Senior Secured Notes due 2011 and 8 5/8% Senior Subordinated2015 (the “Senior Secured Notes due 2008Indenture”) currently restrict the ability of Products Corporation to payfrom paying dividends or makemaking distributions to Revlon, except in limited circumstances as described under ‘‘Dividend“Dividend Policy.’’” In the case of any split, subdivision, combination or reclassification of Revlon Class A common stock or Revlon Class B common stock, the shares of Revlon Class B common stock or Revlon Class A common stock, as the case may be, will also be split, subdivided, combined or reclassified so that the number of shares of Revlon Class A
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common stock and Revlon Class B common stock outstanding immediately following such split, subdivision, combination or reclassification will bear the same relationship to each other as that which existed immediately prior to the split, subdivision, combination or reclassification.
Table of ContentsIn the event of Revlon’s liquidation, dissolution or winding up, the holders of Revlon Class A common stock and the holders of Revlon Class B common stock will be entitled to receive assets and funds available for distribution after payments to creditors and to the holders of any preferred stock that may at the time be outstanding, in proportion to the number of shares held by them, respectively, without regard to class.
In the event of any corporate merger, consolidation, purchase or acquisition of property or stock, or other reorganization,
in each case with a third party that is not an affiliate of Revlon, in which any consideration is to be received by the holders of Revlon Class A common stock or the holders of Revlon Class B common stock, the holders of Revlon Class A common stock and the holders of Revlon Class B common stock will receive the same consideration on a per share basis. However, if such consideration consists of any voting securities (or of options or warrants to purchase, or of securities convertible into or exchangeable for, voting securities), the holders of Revlon Class B common stock may receive, on a per share basis, voting securities with ten times the number of votes per share as those
v otingvoting securities to be received by the holders of Revlon Class A common stock (or options or warrants to purchase, or securities convertible into or exchangeable for, voting securities with ten times the number of votes per share as those voting securities issuable upon exercise of the options or warrants, or into which the convertible or exchangeable securities to be received by the holders of Revlon Class A common stock may be converted or exchanged).
Revlon’s certificate of incorporation provides that no person holding record or beneficial ownership of shares of Revlon Class B common stock, each referred to in this prospectus as a Class B Holder, which Class B Holder is currently MacAndrews & Forbes, may transfer, and Revlon will not register the transfer of, such shares of Revlon Class B common stock, except to a permitted transferee of such Class B Holder. A permitted transferee of, for example, a stockholder that is a corporation, is defined to include, among other things, a corporation, limited liability company or partnership controlled by such Class B Holder and other specified affiliates of a Class B Holder. In certain circumstances set forth in Revlon’s certificate of incorporation, changes in ownership or control of a Class B Holder will also result in the conversion of such holder’s Revlon Class B common stock into Revlon Class A common stock. Revlon’s certificate of incorporation also provides that Revlon will not register the transfer of any shares of Revlon Class B common stock unless the transferee and the transferor of such Revlon Class B common stock have furnished such affidavits and other proof as Revlon reasonably may request to establish that the proposed transferee is a permitted transferee. In addition, upon any purported transfer of shares of Revlon Class B common stock not permitted under Revlon’s certificate of incorporation, all shares of Revlon Class B common stock purported to be transferred will be deemed to be converted into shares of Revlon Class A common stock, and stock certificates formerly representing such shares of Revlon Class B common stock will from that time be deemed to represent the number of shares of
R evlonRevlon Class A common stock as equals the number of shares of Revlon Class A common stock into which such shares of Revlon Class B common stock could be converted pursuant to Revlon’s certificate of incorporation.
In the event that the aggregate number of shares of Revlon Class B common stock and Revlon Class A common stock held by the Class B Holders and their permitted transferees issued and outstanding at any time shall constitute less than ten percent of the total combined number of shares of Revlon Class A common stock and Revlon Class B common stock issued and outstanding at such time, then, without further action on the part of the Class B Holder or Revlon, all shares of Revlon Class B common stock then issued and outstanding will be deemed to be converted into shares of Revlon Class A common stock, and stock certificates formerly representing such shares of Revlon Class B common stock will from that time be deemed to represent such number of shares of Revlon Class A common stock as equals the number of shares of Revlon Class A common stock into which such shares of Revlon Class B common stock could be converted pursuant to Revlon’s certificate of incorporation. In addition, each share of Revlon Class B common stock shall be convertible, at the option of its record holder, into one validly issued, fully paid and non-assessable share of Revlon Class A common stock at any time.
Table of ContentsAny future issuance of additional authorized shares of Revlon Class A common stock may, among other things, dilute the earnings per share of the Revlon Class A common stock and the equity and voting rights of those stockholders holding Revlon Class A common stock at the time the additional shares are issued.
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The transfer agent and registrar for Revlon Class A common stock is American Stock Transfer & Trust Company. Revlon Class A common stock is traded on the New York Stock Exchange under the symbol
‘‘REV.’’Preferred“REV.”
Revlon Series A preferred stockRevlon’s certificate
The Series A preferred stock ranks senior to the Class A common stock and Class B common stock with respect to dividend distributions and distributions upon any liquidation, winding up or dissolution of incorporation provides that itthe Company. The Company may authorize, create and issue additional shares of preferred stock that may rank junior to, on parity with or senior to the Series A preferred stock with respect to dividend distributions and distributions upon liquidation, winding up or dissolution without the consent of the holders of the Series A preferred stock.
Holders of Series A preferred stock are entitled to receive, out of legally available funds, cumulative preferential dividends accruing at a rate of 12.75% of the liquidation preference (as described herein) annually, payable quarterly in cash.
Holders of Series A preferred stock are also entitled to receive upon a change of control (as defined below) transaction within three years of the consummation of the October 2009 exchange offer, a pro rata portion of the equity value received in such transaction, capped at an amount that would provide aggregate cash payments of $12.00 per share over the term of the Series A preferred stock. If the equity value received in the change of control transaction is greater than or equal to $12.00 per share, then each holder of preferred stock will be entitled to receive an amount equal to $12.00 minus the liquidation preference minus any paid and/or accrued and unpaid dividends on the Series A preferred stock. If the per share equity value received in the change of control transaction is less than $12.00, then each holder of preferred stock will be entitled to receive an amount equal to such per share equity value minus the liquidation preference minus any paid and/or accrued and unpaid dividends on the Series A preferred stock. If the per share equity value received in the change of control transaction does not exceed the liquidation preference plus any paid and/or accrued and unpaid dividends, then each holder of the Series A preferred stock will not be entitled to an additional payment upon any such change of control transaction.
In the event that the Company fails to pay any required dividends on our Series A preferred stock, the amount of such unpaid dividends will be added to the amount payable to holders of our Series A preferred stock upon redemption. In addition, during any period when the Company has failed to pay a dividend and until all unpaid dividends have been paid in full, the Company will be prohibited from timepaying dividends or distributions on any shares of stock that rank junior to timethe Series A preferred stock (including our common stock), other than dividends or distributions payable in shares of stock that rank junior to the Series A preferred stock.
“Change of control” is defined to mean any person, other than one or more Permitted Holders (as defined below), becoming the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the voting stock of Revlon; provided, however, that the Permitted Holders do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors (for the purposes of this definition, such other person will be deemed to beneficially own any voting stock of a specified corporation held by a parent corporation, if such other person beneficially owns, directly or indirectly, more than 50% of the voting power of the voting stock of such parent corporation and the Permitted Holders do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent corporation). “Permitted Holders” is defined to mean Ronald O. Perelman (or in the event of his incompetence or death, his estate, heirs, executor, administrator, committee or other personal representative (collectively, “heirs”)), any person controlled, directly or indirectly, by Ronald O. Perelman or his heirs and any of his affiliates.
Holders of Series A preferred stock are entitled to one vote per share of Series A preferred stock, voting together with the Class A common stock and the Class B common stock as a single class, including, without limitation, as to votes on the election of directors. Holders of Series A preferred stock are entitled to vote on all matters submitted to a vote of the stockholders of the Company, except that holders of Series A preferred stock are not entitled to vote on any merger, combination or series.similar transaction in which the holders of the Series A preferred stock either retain their shares of Series A preferred stock or receive shares of preferred stock in the surviving corporation of such merger with terms identical to, or no less favorable in the aggregate to the holders of the Series A preferred stock than, the terms of the Series A preferred stock so long as, in any such case, the surviving or
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resulting corporation of any such merger, combination or similar transaction is not materially less creditworthy than the Company was immediately prior to the consummation of such transaction.
Holders of Series A preferred stock are entitled to a liquidation preference of $5.21 per share in the event of any liquidation, dissolution or winding up of the Company, plus an amount equal to the accumulated and unpaid dividends thereon. If the assets are not sufficient to pay the full liquidation price to both the holders of Series A preferred stock and holders of stock that rank on parity with the Series A preferred stock with respect to distributions and distributions upon liquidation, winding up or dissolution, the holders of both Series A preferred stock and such parity stock will share ratably in the distribution of assets.
The shares of Series A preferred stock do not have preemptive rights.
To the extent Revlon has lawfully available funds to effect such redemption, the Company is required to redeem the Series A preferred stock on the earlier of (i) the fourth anniversary of the issuance date, and (ii) the consummation of a change of control transaction. The Company does not have the right to redeem any shares of Series A preferred stock at its option. Each share of Series A preferred stock currently outstanding was issued on October 8, 2009.
So long as shares of the Series A preferred stock remain outstanding, if Revlon issues any shares of common stock or preferred stock to MacAndrews & Forbes or any of its affiliates at a price per share that is lower than the then-current fair market value on the date of such issuance, then an appropriate adjustment to the amount payable to the holders of Series A preferred stock upon a change of control transaction within three years of the consummation of the October 2009 exchange offer will be made to reflect the aggregate difference between the issuance price per share and such then-current fair market value. However, no adjustment will be made as a result of (i) any securities offerings by Revlon (including, any rights offering), in which the same security is offered to all holders of the applicable class of securities or series of stock on a pro rata basis, (ii) the declaration or payment of any dividends or distributions to the holders of all of then-outstanding classes of equity securities of Revlon on a pro rata basis, (iii) any issuance by reclassification of securities of Revlon, (iv) the issuance of any securities of Revlon (including upon the exercise of options or rights) or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, program or practice of or assumed by Revlon or any of its subsidiaries or as full or partial consideration in connection with any acquisition by Revlon or its subsidiaries, or (v) the issuance of any securities of Revlon pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date of initial issuance of the Series A preferred stock. The form of the adjustment will be determined in good faith by a majority of the independent members of Revlon’s board of directors,
is authorized to fix the voting powers, if any, designations, preferences and
the relative, participating, optional or other rights, if any,will be binding and
the qualifications, limitations or restrictions thereof, of any unissued class or series of preferred stock to fix the number of shares constituting such class or series and to increase or decrease the number of shares of any such class or series (but not below the number of shares of such class or series then outstanding). As of March 1, 2007, noneconclusive on all holders of the
20,000,000 authorized shares ofSeries A preferred
stock are d esignated a class or series. Any class or series of preferred stock could have rights which would adversely affect the rights of a holder of Revlon Class A common stock.
The shares of any class or series of preferred stock need not be identical to any other class or series.The flexibility to authorize and issue shares of preferred stock may be utilized for a variety of corporate purposes, including, without limitation, future public offerings to raise additional capital and corporate acquisitions. This provision of Revlon’s certificate of incorporation, however, may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.
Section 203 of the DGCL provides, in general, that a stockholder acquiring more than 15% of the voting power of a corporation subject to the statute (referred to in this prospectus as an Interested Stockholder) but less than 85% of the voting power of such corporation may not engage in certain business combinations (as defined in Section 203 of the DGCL) with the corporation for a period of three years subsequent to the date on which the stockholder became an Interested Stockholder unless (i) prior to such time the corporation’s board of directors approved either the business combination or the transaction in which the stockholder became an Interested Stockholder or (ii) the business combination is approved by the corporatio n’scorporation’s board of directors and authorized by a vote of at least 66 2/3%66⅔% of the voting power of the corporation not owned by the Interested Stockholder. Revlon’s certificate of incorporation contains a provision electing not to be governed by Section 203 of the DGCL.
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In the past, we have not declared or paid cash dividends on our Class A common stock (or our Class B common stock) and we do not intend to pay cash dividends on our Class A common stock or Class B common stock in the foreseeable future. We intend to retain any future earnings for funding our growth and meeting our obligations.
We are a holding company with no business operations of our own. Our only material asset is all of the outstanding capital stock of Products Corporation, our wholly-owned operating subsidiary. We are dependent on the earnings and cash flow of, and dividends and distributions from, Products Corporation to pay our expenses incidental to being a public holding company. Products Corporation may not generate sufficient cash flow to pay dividends or distribute funds to us because, for example, Products Corporation may not generate sufficient cash flow or net income or state laws may restrict or prohibit Products Corporation from issuing dividends or making distributions unless Products Corporation has sufficient surplus or net profits, which Products Corporation may not have. Further, the terms of Products Corporation’s bank credit agreements, the 2004 MacAndrews & Forbes Line of Credit,Senior Subordinated Term Loan Agreement and the indentures governing Products Corporation’s 9½% Senior Secured Notes due 2011 and 8 5/8% Senior Subordinated Notes due 2008Indenture generally restrict Products Corporation from paying dividends or making distributions to us, except that Products Corporation is permitted to pay dividends and make distributions to us to enable us to make certain payments and pay expenses incidental to being a public holding company, including, among other things, professional fees such as legal, accounting and insurance fees, regulatory fees, such as SEC filing fees, NYSE listing fees and other expenses related to being a public holding company and, subject to certain limitations, to pay dividends, if any, on our outstanding securities or make paymentsdistributions in respectcertain circumstances to finance our purchase of certain state, localour Class A common stock in connection with the delivery of such Class A common stock to grantees under the Third Amended and federal taxes.Restated Revlon, Inc. Stock Plan. This limitation therefore restricts our ability to pay dividends on our Class A common stock.
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MacAndrews & Forbes beneficially owns, directly and indirectly,
274,834,79337,544,640 shares of our Class A common stock,
and 31,250,000 shares of our Class B common stock. Mafco Four LLC, an affiliate of MacAndrews & Forbes,par value $0.01 per share. NDX has pledged
43,000,000up to 12,192,398 of these shares
of Class A common stock to secure
a loan,loans, which
loan isloans are unrelated to MacAndrews & Forbes’ investment in us. MacAndrews & Forbes has requested
that we register the pledged shares to fulfill its obligation under the
loan documents it entered into in February, 2007.loans.
This prospectus and the registration statement of which it forms a part is not intended to be used, nor may it be used, by MacAndrews & Forbes to sell any shares. This prospectus and the registration statement of which it forms a part is solely for use by the LendersSecured Parties and may only be used by themthe Secured Parties in the event of a default that allows foreclosurethey foreclose on the pledged shares. We are registering the
43,000,00012,192,398 shares of Class A common stock covered by this prospectus pursuant to a written request from MacAndrews & Forbes in accordance with the Registration Rights Agreement. As requested by MacAndrews & Forbes, the shares are being registered on behalf of
Natixis, New York Branch and the
Lendersother Secured Parties for sale from time to time at currently indeterminate prices, but only in the event
of certain defaults by an affiliate of MacAndrews & Forbes under the
Loan Documents, if any, enabling the Lenders toSecured Parties foreclose on such shares, as described in
‘‘Selling“Selling Stockholders.
’’” All costs, expenses and fees in connection with the registration of the shares offered hereby will be borne by MacAndrews & Forbes.
If there is an
In the event of default under the Loan Documents entitling the Lenders toSecured Parties foreclose on the shares covered by this prospectus, the LendersSecured Parties may sell the shares in one or more of the following ways from time to time:
Any offer and sale of the shares by the Lenders,Secured Parties, any underwriters or other third parties described above may be effected from time to time in one or more transactions, including, without limitation, privately-negotiatedprivately negotiated transactions, either:
Offerings of the shares covered by this prospectus may also be made into the existing trading market for our Class A common stock in transactions at other than a fixed price, either:
Such at-the-market offerings, if any, will be conducted by underwriters acting as principals or agents for the Lenders.Secured Parties.
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In addition, the LendersSecured Parties may sell some or all of the shares through:
Any dealer may be deemed to be an underwriter, as that term is defined in the Securities Act, of the shares so offered and sold.
Any offers to purchase the shares covered by this prospectus may be solicited, and any sales of the shares may be made, directly to institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resales of the shares.
The
LendersSecured Parties may sell the shares through agents from time to time. We generally expect that any agent will be acting on a best efforts basis for the period of its appointment.
The
LendersSecured Parties may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the shares from the
LendersSecured Parties at a public offering price that may be set forth in an applicable prospectus supplement, if any, pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The delayed delivery contracts are expected to be subject only to certain conditions that may be set forth in any applicable prospectus supplement.
At the time that any particular offering of securities is made, to the extent required by the Securities Act, a prospectus supplement will be distributed, setting forth the terms of the offering. Any applicable prospectus supplement will include, to the extent applicable:
If underwriters are used in any sale by the LendersSecured Parties of any of the shares covered by this prospectus, the shares may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Unless otherwise stated in any prospectus supplement, the obligations of the underwriters to purchase any shares will be conditioned on customary closing conditions and the underwriters will be obligated to purchase all of such shares, if any are purchased.
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Underwriters, dealers and agents may at the time of any sale by the
LendersSecured Parties of the shares covered by this prospectus be entitled under agreements, if any, entered into with the
LendersSecured Parties and us to indemnification by the Lender selling stockholders and us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the underwriters, dealers and agents may be required to make. Underwriters, dealers and agents engaged by the
LendersSecured Parties may be customers of, engage in transactions with, or perform services in the ordinary course of business for the
Lenders and or/Secured Parties and/or their affiliates or us and/or our affiliates.
Our Revlon Class A common stock is listed on the New York Stock Exchange. However, no assurance can be given as to the continued listing, continued trading, liquidity or activity of trading in the shares offered by the
LendersSecured Parties pursuant to this prospectus, if any.
Any underwriters to whom shares covered by this prospectus are sold by the LendersSecured Parties for public offering and sale, if any, may make a market in the shares, but we expect that such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
Table of ContentsIn compliance with the guidelines of the National Association of Securities Dealers, Inc.,Financial Industry Regulatory Authority, or the NASD,FINRA, the aggregate maximum discount, commission or agency fees or other items constituting underwriting compensation to be received by any NASDFINRA member or independent broker-dealer from the LendersSecured Parties will not exceed 8% of any offering pursuant to this prospectus and any applicable prospectus supplement.
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If more than 10% of the net proceeds of any offering made by the Lenders of the shares covered by this prospectus will be received by NASD members participating in any such offering or affiliates or associated persons of such NASD members, the offering will be conducted in accordance with NASD Conduct Rule 2710(h).
Unless otherwise specified in any prospectus supplement accompanying this prospectus, if any, Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, will provide opinions regarding the authorization and validity of the Class A common stock covered by this prospectus. Skadden, Arps, Slate, Meagher & Flom LLP has from time to time represented, and may continue to represent, MacAndrews & Forbes and certain of its affiliates (including us) in connection with certain legal matters. If legal matters in connection with offerings made by this prospectus are passed on by counsel for the underwriters, dealers or agents, if any, engaged by the
Lenders,Secured Parties, that counsel will be named in any applicable prospectus supplement.
The consolidated financial statements and the related financial statement schedule of Revlon, Inc. and subsidiaries, as of December 31, 20062009 and 2005,2008, and for each of the years in the three-year period ended December 31, 2006,2009, the related financial statement schedule, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 20062009, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as an expertexperts in accounting and auditing.
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The audit report covering the December 31, 2006 consolidated financial statements and schedule contains an explanatory paragraph that refers to the adoption of Statement of Financial Accounting Standards (‘‘SFAS’’) No. 123(R), ‘‘Share-Based Payment’’, as of January 1, 2006, and SFAS No. 158, ‘‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - An Amendment of FASB Statement No. 87, 88, 106 and 132(R)’’, as of December 31, 2006.
Table of ContentsPART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution The following table sets forth the estimated expenses (all of which will be borne by MacAndrews & Forbes pursuant to the Registration Rights Agreement) incurred in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commissions (if any), which will also be paid by MacAndrews & Forbes but which are not required to be listed below. All of the amounts shown are estimates, except the SEC registration fee.
| | | | | |
| | | | | | |
SEC registration fee | | $ | 1,478.51 | | | $ | 9,462.53 | |
Printing and distributing | | | 50,000 | | | 20,000.00 | |
Legal fees and expenses | | | 250,000 | | | 30,000.00 | |
Accounting fees and expenses | | | 50,000 | | | 15,000.00 | |
Miscellaneous | | | 50,000 | | |
| | | | |
Total | | $ | 401,478.51 | | | $ | 74,462.53 | |
| | | |
Item 15. Indemnification of Directors and Officers Under Section 145 of the DGCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such
per sonperson in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the
cou rtcourt in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or other such court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim, issue or matter therein,
he or shesuch person is entitled to indemnification for expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. A corporation may pay expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of
su chsuch director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or
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Table of Contentscurrent director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute.
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Article X of the by-laws of the registrant, a copy of which is filed as an exhibit to this Registration Statement, provides for indemnification of the officers and directors of the registrant to the fullest extent permitted by applicable law.
Section 8 of Article X of the by-laws allows the registrant to maintain director and officer liability insurance on behalf of any person who is or was a director or officer of the registrant or such person who serves or served as a director, officer, employee or agent, of another corporation, partnership or other enterprise at the request of the registrant. The indemnification and advancement of expenses shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 11 of Article X of the by-laws provides that except for proceedings to enforce rights to indemnification, the registrant shall not be obligated to indemnify any of its directors or officers in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the board of directors of the registrant.
Pursuant to Section 102(b)(7) of the DGCL, Article Fifth (4) of the registrant’s certificate of incorporation, a copy of which is filed as an exhibit to this Registration Statement, provides that no director of the registrant shall be personally liable to the registrant or any of its stockholders for monetary damages for breach of such director’s fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or that 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 p ersonalpersonal benefit. Any repeal or modification of this Article by the stockholders of the registrant shall not adversely affect any right or protection of a director of the registrant existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
Item 16. Exhibits and Financial Statement Schedules. The exhibits to this Registration Statement are listed on the Exhibit Index on page II-6 hereof, which is incorporated by reference in this Item 16.
(b) Financial Statement Schedules:
All schedules for which provision is made in the SEC’s applicable accounting regulations have been omitted because they are not required, amounts which would otherwise be required to be shown regarding any item are not material, are inapplicable, or the required information has already been provided elsewhere in this Registration Statement.
The undersigned registrant hereby undertakes:
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 of 1933, as amended, or the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually
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Table of Contentsor in the aggregate, represent a fundamental change in the information set forth in this 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
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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
a 20 percent change in the maximum aggregate offering price set forth in the
‘‘Calculation“Calculation of Registration
Fee’’Fee” table in the effective Registration
Statement.Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated by reference in the Registration Statement; and
Paragraphs (1)(i), (1)(ii) and (1)(iii) of this section do not apply if the Registration Statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in 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, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.
Provided further,
however, that paragraphs 1(i) and (1)(ii) do not apply if this Registration Statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.
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 fideoffering 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.
4. That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement;
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effectiv eeffective date of the Registration Statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to the purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such effective date; and
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Table of Contents(iii) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or
modi fymodify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date of first use.
5. That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:
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 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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.
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 provisions of the registrant’s articles of incorporation or by-laws or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 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 Act and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act, Revlon, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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
March 23, 2007.September 3, 2010.
EXHIBIT INDEX
| | | |
Exhibit Number | | | Description of Documents |
3.Certificate of Incorporation and By-laws. | | |
3.1 | | | Restated Certificate of Incorporation of Revlon, Inc., dated April 30, 2004October 29, 2009 (incorporated by reference to Exhibit 3.1 to theRevlon, Inc.’s Quarterly Report on Form 10-Q of Revlon for the quarter ended March 31, 2004September 30, 2009 filed with the Securities and Exchange Commission (the ‘‘Commission’’)SEC on May 17, 2004) (the ‘‘Revlon First Quarter 2004 Form 10-Q’’).October 29, 2009) |
| | |
3.2 | | | Amended and Restated By-Laws of Revlon, Inc., dated as of March 22, 2004December 10, 2007 (incorporated by reference to Exhibit 3.2 to3.1 of Revlon, Inc.’s Current Report on Form 8-K filed with the Revlon First Quarter 2004 Form 10-Q).SEC on December 10, 2007) |
4.Instruments Defining | | |
3.3 | | Certificate of Designation of Series A Preferred Stock of Revlon, Inc. (incorporated by reference to Exhibit (d)(9) to Amendment No. 8 of Revlon, Inc.’s Schedule TO/Schedule 13E-3 filed with the Rights of Security Holders, Including Indentures.SEC on October 8, 2009) |
| | |
4.1 | | | CreditSecond Amended and Restated Term Loan Agreement dated as of July 9, 2004,March 11, 2010 (the “2010 Term Loan Agreement”), among Revlon Consumer Products Corporation (‘‘(“Products Corporation’’Corporation”) and certain local borrowing subsidiaries, as borrowers,borrower, the lenders and issuing lenders party thereto, Citicorp USA, Inc., (“CUSA”) as term loan administrative agent Citicorp USA, Inc. as multi-currency administrative agent, Citicorp USA, Inc., asand collateral agent, UBSJPMorgan Chase Bank, N.A. and Bank of America, N.A. as co-syndication agents, Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Natixis, New York Branch (“Natixis”) as syndication agent, andco-documentation agents, Citigroup Global Markets Inc. (“CGMI”), J.P. Morgan Securities Inc. (“JPM Securities”), Banc of America Securities LLC (“BAS”) and Credit Suisse as solejoint lead arrangerarrangers, and sole bookrunner (the ‘‘2004CGMI, JPM Securities, BAS, Credit Agreement’’) (incorporated by reference to Exhibit 4.34 to the Current Report on Form 8-K of P roducts Corporation filed with the Commission on July 13, 2004). |
4.2 | | | First Amendment dated February 15, 2006 to the 2004 Credit Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Products Corporation filed with the Commission on February 17, 2006 (the ‘‘Products Corporation February 17, 2006 Form 8-K’’)). |
4.3 | | | Second Amendment datedSuisse and Natixis as of July 28, 2006 to the 2004 Credit Agreement,joint bookrunners (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Products Corporation filed with the CommissionSEC on July 28, 2006).March 16, 2010 (the “Products Corporation March 16, 2010 Form 8-K”) |
4.4 | | |
4.2 | Third Amendment | Second Amended and Restated Revolving Credit Agreement dated as of September 29, 2006 toMarch 11, 2010 (the “2010 Revolving Credit Agreement” and together with the 20042010 Term Loan Agreement, the “2010 Credit Agreement, (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Revlon ConsumerAgreements”), among Products Corporation filed withas borrower, certain subsidiaries of Products Corporation from time to time party thereto as local borrowing subsidiaries, the Commission on September 29, 2006). |
4.5 | | | Fourth Amendment, datedlenders party thereto, CUSA as of December 20, 2006, to the 2004administrative agent and collateral agent, CGMI and Wells Fargo Capital Finance, LLC (“Wells Fargo”) as joint lead arrangers, and CGMI, Wells Fargo, BAS, JPM Securities and Credit Agreement,Suisse as joint bookrunners (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Revlon Consumer Products Corporation filed with the Commission on December 21, 2006 (the ‘‘Products Corporation December 21, 2006March 16, 2010 Form 8-K’’)).8-K) |
4.6 | | |
4.3 | | Third Amended and Restated Pledge and Security Agreement dated as of December 20, 2006March 11, 2010 among Revlon, Inc., Products Corporation and the additional grantors party thereto,certain domestic subsidiaries of Products Corporation in favor of Citicorp USA, Inc.CUSA, as collateral agent for the secured parties (incorporated by reference to Exhibit 4.3 to the Products Corporation December 21, 2006March 16, 2010 Form 8-K). |
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Table of Contents
| | | |
Exhibit Number4.4 | | | Description of Documents |
4.7 | | | Third Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of December 20, 2006March 11, 2010, among Citicorp USA, Inc.,CUSA, as administrative agent for the multi-currency lenders and issuing lenders, Citicorp USA, Inc.,under the 2010 Credit Agreements, U.S. Bank National Association, as administrative agenttrustee for the term loan lenders, Citicorp USA, Inc.,certain noteholders, CUSA, as collateral agent for the secured parties, Revlon, Inc., Products Corporation and each other loan party (incorporated by reference to Exhibit 4.4 to the Products Corporation December 21, 2006 Form 8-K). |
4.8 | | | Term Loan Agreement, dated as of December 20, 2006 among Products Corporation, as borrower, the lenders party thereto, Citicorp USA, Inc., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as syndication agent, and Citigroup Global Capital Markets Inc., as sole lead arranger and sole bookrunner (incorporated by reference to Exhibit 4.1 to the Products Corporation December 21, 2006 Form 8-K). |
4.9 | | | Indenture, dated as of February 1, 1998, between Products Corporation (as successor to Revlon Escrow Corp,) and U.S. Bank Trust National Association, as trustee, relating to the 8 5/8% Senior Subordinated Notes due 2008 (as amended, the ‘‘8 5/8% Senior Subordinated Notes Indenture’’) (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1certain domestic subsidiaries of Products Corporation filed with the Commission on March 12, 1998, File No. 333-47875 (the ‘‘Products Corporation March 1998 Form S-1’’)). |
4.10 | | | First Supplemental Indenture, dated March 4, 1998, among Products Corporation, Revlon Escrow Corp. and U.S. Bank Trust National Association, as trustee, amending the 8 5/8% Senior Subordinated Notes Indenture (incorporated by reference to Exhibit 4.4 to the Products Corporation March 199816, 2010 Form S-1).8-K) |
4.11 | | |
4.5 | Second Supplemental Indenture, | Amended and Restated Guaranty, dated as of FebruaryMarch 11, 2004,2010, by and among Revlon, Inc., Products Corporation U.S. Bank Trust National Association,and certain domestic subsidiaries of Products Corporation, in favor of CUSA, as trustee, and Revlon, Inc. as guarantor, amendingcollateral agent for the 8 5/8% Senior Subordinated Notes Indenturesecured parties (incorporated by reference to Exhibit 4.314.5 to the Products Corporation March 16, 2010 Form 8-K) |
| | |
4.6 | | Schedule of Borrowers; Denomination Currencies; Currency Sublimits; Maximum Sublimits; and Local Fronting Lenders under the Current Report on2010 Revolving Credit Agreement (incorporated by reference to Exhibit 4.6 to the Products Corporation March 16, 2010 Form 8-K8-K) |
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| | |
Exhibit Number | | Description of Revlon,Documents |
| | |
4.7 | | Form of Revolving Credit Note under the 2010 Revolving Credit Agreement (incorporated by reference to Exhibit 4.7 to the Products Corporation March 16, 2010 Form 8-K) |
| | |
4.8 | | Third Amended and Restated Copyright Security Agreement, dated as of March 11, 2010, among Products Corporation and CUSA, as collateral agent for the secured parties (incorporated by reference to Exhibit 4.8 to the Products Corporation March 16, 2010 Form 8-K) |
| | |
4.9 | | Third Amended and Restated Copyright Security Agreement, dated as of March 11, 2010, among Almay, Inc. filed withand CUSA, as collateral agent for the Commission on February 12, 2004)secured parties (incorporated by reference to Exhibit 4.9 to the Products Corporation March 16, 2010 Form 8-K) |
| | |
4.10 | | Third Amended and Restated Patent Security Agreement, dated as of March 11, 2010, among Products Corporation and CUSA, as collateral agent for the secured parties (incorporated by reference to Exhibit 4.10 to the Products Corporation March 16, 2010 Form 8-K). |
| | |
4.11 | | Third Amended and Restated Trademark Security Agreement, dated as of March 11, 2010, among Products Corporation and CUSA, as collateral agent for the secured parties (incorporated by reference to Exhibit 4.11 to the Products Corporation March 16, 2010 Form 8-K) |
| | |
4.12 | | Third Amended and Restated Trademark Security Agreement, dated as of March 11, 2010, among Charles Revson Inc. and CUSA, as collateral agent for the secured parties (incorporated by reference to Exhibit 4.12 to the Products Corporation March 16, 2010 Form 8-K) |
| | |
4.13 | | Form of Term Loan Note under the 2010 Term Loan Agreement (incorporated by reference to Exhibit 4.13 to the Products Corporation March 16, 2010 Form 8-K) |
| | |
4.14 | | Amended and Restated Term Loan Guaranty, dated as of March 11, 2010, by Revlon, Inc., Products Corporation and certain domestic subsidiaries of Products Corporation in favor of CUSA, as collateral agent for the secured parties (incorporated by reference to Exhibit 4.14 to the Products Corporation March 16, 2010 Form 8-K) |
| | |
4.15 | | Indenture, dated as of March 16, 2005,November 23, 2009, between Products Corporation and U.S. Bank National Association, as trustee, relating to Products Corporation’s 9½%93/4% Senior Secured Notes due 2011November 15, 2015 (incorporated by reference to Exhibit 4.124.22 to the Annual Report onProducts Corporation 2009 Form 10-K/A10-K) |
| | |
4.16 | | Deed of Trust, Assignment of Rents and Leases Security Agreement and Fixture Filing dated as of November 23, 2009, made by Products Corporation to First American Title Insurance Company, as trustee for the year ended December 31, 2004benefit of Products Corporation filed withCUSA, as collateral agent for the Commission on April 12, 2005). |
4.13 | | | Stock Purchase Agreement, dated February 17, 2006, between Revlon, Inc. and MacAndrews & Forbes Holdings Inc. (‘‘MacAndrews & Forbes Holdings’’)Noteholder Secured Parties (Oxford, North Carolina) (incorporated by reference to Exhibit 10.14.23 to the Current Report onProducts Corporation 2009 Form 8-K of Revlon, Inc. filed with the Commission on February 17, 2006 (the ‘‘Revlon, Inc. February 17, 2006 Form 8-K’’)).10-K) |
4.14 | | |
4.17 | Stock Purchase | Registration Rights Agreement, dated December 18, 2006, betweenas of November 23, 2009, by and among Products Corporation, Revlon, Inc., certain domestic subsidiaries of Products Corporation and MacAndrews & Forbes HoldingsCGMI, BAS, Credit Suisse and JPM Securities as representatives of the several initial purchasers (incorporated by reference to Exhibit 10.14.24 to the Current Report onProducts Corporation 2009 Form 8-K of Revlon, Inc. filed with the Commission on December 18, 2006).10-K) |
5.Opinion re: Legality. | | |
5.1 | | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.*LLP* |
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Table of Contents
| | | |
Exhibit Number | | | Description of Documents |
23.Consents of Experts and Counsel. |
23.1 | | | Consent of KPMG LLP, Independent Registered Public Accounting Firm.*LLP* |
| | |
23.2 | | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
24.Powers of Attorney. | | |
24.1 | | | Power of Attorney of Ronald O. Perelman.*Perelman* |
| | |
24.2 | | | Power of Attorney of Howard Gittis.*David L. Kennedy* |
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