-----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, H38cXf91O/ThsJD2WG330fmMTQIbxIruBdoObJLxtrVPaw9h94ugBjEYzgLf4Ew1 JANIbtc8rw3//WrpHlB/pQ== 0001157523-06-005788.txt : 20060602 0001157523-06-005788.hdr.sgml : 20060602 20060602090414 ACCESSION NUMBER: 0001157523-06-005788 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060601 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060602 DATE AS OF CHANGE: 20060602 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: 06881612 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 a5161430.txt REVLON CONSUMER PRODUCTS CORP. 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): June 2, 2006 (June 1, 2006) 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On June 1, 2006, Revlon, Inc. ("Revlon"), the parent company of Revlon Consumer Products Corporation, entered into a fifth amendment to its Investment Agreement, dated as of February 20, 2004 (the "Fifth Amendment to Investment Agreement"), with MacAndrews & Forbes Holdings Inc. (together with its affiliates, "M&F") to facilitate Revlon's plans to issue $75 million of equity by March 31, 2007, rather than by June 30, 2006, as was previously-announced. Pursuant to Revlon's intention to conduct the $75 million equity issuance on or before March 31, 2007, the Fifth Amendment to Investment Agreement extends M&F's back-stop of the $75 million equity issuance from June 30, 2006 until March 31, 2007. A copy of the Fifth Amendment to Investment Agreement is attached hereto as Exhibit 10.1 and its terms are incorporated by reference herein. ITEM 7.01. REGULATION FD DISCLOSURE. On June 2, 2006, Revlon issued a press release (the "Press Release") regarding, among other things, the Company's current expectation as to its outlook for 2006 and beyond, the status of its Vital Radiance and Almay brand initiatives, as well as its intent to defer its $75 million equity offering to later in 2006 or in early 2007 and to defer consideration of the previously-announced proposed refinancing of its current credit facility. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Description ----------- ----------- 10.1 Fifth Amendment to Investment Agreement, dated June 1, 2006 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Revlon, Inc. furnished to the Securities and Exchange Commission on June 2, 2006). 99.1 Press Release, dated June 2, 2006 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Revlon, Inc. furnished to the Securities and Exchange Commission on June 2, 2006). 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 and Chief Legal Officer Date: June 2, 2006 EXHIBIT INDEX Exhibit No. Description ---------- ----------- 10.1 Fifth Amendment to Investment Agreement, dated June 1, 2006 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Revlon, Inc. furnished to the Securities and Exchange Commission on June 2, 2006). 99.1 Press Release, dated June 2, 2006 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Revlon, Inc. furnished to the Securities and Exchange Commission on June 2, 2006). -----END PRIVACY-ENHANCED MESSAGE-----