UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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December 17, 2004 (December 17, 2004)
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Date of Report (Date of earliest event reported)
Revlon, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11178 13-3662955
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(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) No.)
237 Park Avenue
New York, New York 10017
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(Address of Principal (Zip Code)
Executive Offices)
(212) 527-4000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Jack L. Stahl, President and Chief Executive Officer
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On December 17, 2004, Revlon Consumer Products Corporation, a wholly owned
subsidiary of Revlon, Inc. (together, the "Company"), entered in an amendment
(the "Stahl Amendment") with Jack L. Stahl, the Company's President and Chief
Executive Officer, to extend the original employment agreement between the
Company and Mr. Stahl, dated as of February 17, 2002. The material substantive
changes to the terms of the original employment agreement are that, among other
things, the Stahl Amendment extends the term of Mr. Stahl's original employment
agreement from February 28, 2005 to February 28, 2008 and provides for continued
vesting of equity awards in the event that Mr. Stahl is terminated without
cause.
A copy of the Stahl Amendment is attached as Exhibit 10.35 and the terms of
the Stahl Amendment are incorporated by reference herein.
Thomas McGuire, Executive Vice President and Chief Financial Officer
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On December 17, 2004, the Company entered into an amendment (the "McGuire
Amendment") to make certain technical amendments to the original employment
agreement between the Company and Thomas McGuire, the Company's Executive Vice
President and Chief Financial Officer, dated as of August 18, 2003.
Under the terms of Mr. McGuire's original employment agreement, he was
eligible for certain relocation and retention benefits with the expectation that
he would sell his home in Atlanta within one year of his hire date (August 18,
2003) and finish his relocation to New York within 14 months of such date. The
original agreement provided for temporary housing in New York City for a period
of up to one year.
As a result of the Company's debt-for-equity exchange transactions and
subsequent credit agreement refinancings during 2004, as well as the Company's
compliance project under Section 404 of the Sarbanes-Oxley Act of 2002, Mr.
McGuire has not had sufficient personal time to purchase a home in the New York
metropolitan area or to relocate his family from Atlanta since joining the
Company. Therefore, the Company has entered into the McGuire Amendment to
provide (i) an additional year for Mr. McGuire to sell his home in Atlanta (that
is, by August 18, 2005), (ii) an additional year for Mr. McGuire to finish his
relocation to New York (that is, by October 18, 2005) and (iii) an extension of
Mr. McGuire's corporate housing from August 17, 2004 until December 31, 2004.
In addition to relocation benefits, Mr. McGuire's original employment
agreement provided for a $600,000 gross (less applicable taxes and withholdings)
retention incentive to be paid to him by the Company not later than August 17,
2004, which Mr. McGuire intended to use towards funding the purchase of a home
in the New York area. As a result of extending the period for his relocation
from Atlanta to New York, the McGuire Amendment also provides that the retention
incentive will not be payable by the Company until December 31, 2004.
A copy of the McGuire Amendment is attached as Exhibit 10.36 and the terms
of the McGuire Amendment are incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit 10.35 First Amendment to Employment Agreement between Revlon Consumer
Products Corporation and Jack L. Stahl, effective as of December
17, 2004.
Exhibit 10.36 Amendment to Employment Agreement between Revlon Consumer
Products Corporation and Thomas McGuire, effective as of August
17, 2004.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REVLON, INC.
By: /s/ Robert K. Kretzman
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Robert K. Kretzman
Executive Vice President, General Counsel
and Chief Legal Officer
Date: December 22, 2004
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 10.35 First Amendment to Employment Agreement between Revlon Consumer
Products Corporation and Jack L. Stahl, effective as of December
17, 2004.
Exhibit 10.36 Amendment to Employment Agreement between Revlon Consumer
Products Corporation and Thomas McGuire, effective as of August
17, 2004.
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