-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UInSXYQfS0eVS0aUExrg4kArgH6HR7Wc7eDHpy3VnEXued7MJCOLXk7UqGxC01wD XwBvBdzKNOoVpUDp7WmHZA== 0001157523-05-010394.txt : 20051122 0001157523-05-010394.hdr.sgml : 20051122 20051122150618 ACCESSION NUMBER: 0001157523-05-010394 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051122 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REVLON CONSUMER PRODUCTS CORP CENTRAL INDEX KEY: 0000890547 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133662953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-59650 FILM NUMBER: 051221136 BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125274000 MAIL ADDRESS: STREET 1: 237 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 a5025439.txt REVLON CONSUMER PRODUCTS CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2005 (November 22, 2005) Revlon Consumer Products Corporation (Exact name of Registrant as specified in its Charter) Delaware 33-59650 13-3662953 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 237 Park Avenue New York, New York 10017 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (212) 527-4000 -------------- (Registrant's telephone number, including area code) None ---- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. On November 22, 2005, Revlon Consumer Products Corporation, a wholly-owned subsidiary of Revlon, Inc. ("RCPC"), furnished a notice to participants in the Revlon Employees' Savings, Investment and Profit Sharing Plan and Revlon Excess Savings Plan, RCPC's qualified and non-qualified defined contribution 401(k) plans, respectively (collectively, the "Plans"), informing them that the Plans are changing their record keeper effective as of January 3, 2006. The notice stated that, as a result of these changes, during a period starting 3:00 p.m. Eastern time on December 22, 2005 and expected to end during the week of January 15, 2006 (referred to as the "blackout period"), Plan participants will be unable to direct or diversify investments in their individual accounts, or obtain a loan, withdrawal or distribution from the Plans. The notice indicated that such restrictions apply to shares of Revlon, Inc. Class A common stock, par value $0.01 per share, held by Plan participants through the Revlon, Inc. Employee Stock Fund, which is one of the investment options offered under each of the Plans. In connection with the foregoing, on November 22, 2005, each of Revlon, Inc. and RCPC sent a notice to its respective executive officers and directors informing them that, among other things, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's rules promulgated thereunder, during the blackout period, they would be prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring equity securities of Revlon, Inc. acquired in connection with their service or employment as a director or executive officer. The notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The description of the notice is qualified in its entirety by reverence to Exhibit 99.1. Such notice was provided to executive officers and directors of Revlon, Inc. and RCPC within five business days of November 22, 2005, which is the date that the blackout notice was mailed to Plan participants and the date that the Plan administrator notified Revlon, Inc. and RCPC of the blackout period. During the blackout period and for a period of two years after the ending date thereof, a Revlon, Inc. security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual beginning and ending dates of the blackout period, by contacting the office of the Executive Vice President, Chief Legal Officer, General Counsel and Secretary of Revlon, Inc. at 237 Park Avenue, New York, New York 10017; telephone 212-527-5695. 2 Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Notice to Executive Officers and Directors of Revlon, Inc. and Revlon Consumer Products Corporation regarding Revlon Employees' Savings, Investment and Profit Sharing Plan and Revlon Excess Savings Plan "blackout period" and restrictions on ability to trade in equity securities of Revlon, Inc. 3 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 CONSUMER PRODUCTS CORPORATION By: /s/ Robert K. Kretzman ---------------------- Robert K. Kretzman Executive Vice President, Chief Legal Officer, General Counsel and Secretary Date: November 22, 2005 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Notice to Executive Officers and Directors of Revlon, Inc. and Revlon Consumer Products Corporation regarding Revlon Employees' Savings, Investment and Profit Sharing Plan and Revlon Excess Savings Plan "blackout period" and restrictions on ability to trade in equity securities of Revlon, Inc. 5 EX-99.1 2 a5025439ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 ------------ Notice to Executive Officers and Directors of Revlon, Inc. and Revlon Consumer ------------------------------------------------------------------------------ Products Corporation regarding Revlon Employees' Savings, Investment and Profit - ------------------------------------------------------------------------------- Sharing Plan and Revlon Excess Savings Plan "blackout period" and restrictions ------------------------------------------------------------------------------ on ability to trade in equity securities of Revlon, Inc. -------------------------------------------------------- TO: All members of the Board of Directors and Executive Officers of Revlon, Inc. and Revlon Consumer Products Corporation FROM: Robert K. Kretzman, Esq. RE: Important Notice regarding Revlon Employees' Savings, Investment and Profit Sharing Plan and Revlon Excess Savings Plan "blackout period" and restrictions on ability to trade in equity securities of Revlon, Inc. DATE: November 22, 2005 Participants in the Revlon Employees' Savings, Investment and Profit Sharing Plan and Revlon Excess Savings Plan (collectively, the "Plans") have been notified that there will be a temporary "blackout period" that will apply to the Plans due to the Plans' conversion to a new record keeper. The blackout period is necessary to allow sufficient time to complete the conversion to the new record keeper. During the blackout period, Plan participants will be unable to direct or diversify investments in their individual accounts, or obtain a loan, withdrawal or distribution from the Plan. This notice is to inform you of significant restrictions on your ability to trade in any equity security of Revlon, Inc. during the upcoming blackout period. The blackout period will be in effect beginning at 3:00 p.m. Eastern time on December 22, 2005 and is expected to end during the week of January 15, 2006. Even if you are not a participant in any of the Plans, this restriction does affect you - please read this entire memorandum. During the blackout period, and in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's (the "SEC") rules promulgated thereunder, as directors and executive officers of Revlon, Inc. and Revlon Consumer Products Corporation, you are prohibited from, directly or indirectly, purchasing, selling, or otherwise acquiring or transferring any equity securities of Revlon, Inc. "acquired in connection with [your] service or employment as a director or executive officer" of the Company (as defined in the SEC's rules). Generally, this rule applies to directors and executive officers of public companies and is designed to ensure they do not buy or sell securities of an issuer when participants of pension plans are temporarily prevented from engaging in equity security transactions through their plan accounts. Although this trading restriction is subject to certain exceptions, given the complexity of the rule and the short duration of the blackout period, you should avoid transactions involving Revlon, Inc. equity securities during the blackout period (including, but not limited to, any purchases or dispositions of Revlon, Inc. Class A common stock ("Revlon Common Stock") held inside or outside of the Plans, selling any Revlon Common Stock you originally received as a restricted stock grant and/or exercising any of your stock options). The Company will notify you and all Plan participants by mail when the blackout period has ended. The restrictions described above also apply in addition to the trading restrictions under the Company's securities trading policy. If you should have any questions concerning this notice or the blackout period, please feel free to contact me at 237 Park Avenue, New York, New York 10017; telephone (212) 527-5695, or e-mail robert.kretzman@revlon.com. 6 -----END PRIVACY-ENHANCED MESSAGE-----