As filed with the Securities and Exchange Commission on October 11, 2001
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REVLON, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State of incorporation)
13-3662955
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(I.R.S. employer identification no.)
625 Madison Avenue
New York, New York 10022
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(Address of principal executive offices) (Zip code)
Revlon, Inc. Third Amended and Restated 1996 Stock Plan
--------------------------------------------------------------------------------
(Full title of the plan)
Robert K. Kretzman, Esq.
Revlon, Inc.
625 Madison Avenue
New York, New York 10022
(212) 527-4000
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(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 1,500,000(3) $5.31 $7,965,000 $1,991.25
====================================================================================================================================
(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) Pursuant to Rule 416, this Registration Statement also covers such
indeterminable number of additional shares of Class A Common Stock as may
be issuable pursuant to the antidilution provisions of the Revlon, Inc.
Third Amended and Restated 1996 Stock Plan.
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-8 dated May 10, 1996 (File No.
333-3421) (the "Original Plan Registration Statement"), Revlon, Inc., a Delaware
company (the "Company"), registered 5,000,000 shares of its Class A Common
Stock, par value $.01 per share (the "Common Stock"), issuable under the Revlon,
Inc. 1996 Stock Plan (the "Original Plan" and, as amended, the "Plan). The
Original Plan was amended and restated on December 17, 1996, February 12, 1999,
and again on May 10, 2000. The second amendment and restatement of the Plan,
which became effective April 7, 1999 after the Company's shareholders approved
such amendment and restatement at the Company's 1999 Annual Meeting, increased
the number of shares with respect to which options, restricted stock awards and
performance awards (all awards granted under the Plan being "Awards") may be
granted under the Plan by 2,000,000 so that the maximum aggregate number of
shares with respect to which Awards could be granted under the Plan was
increased to 7,000,000 shares. Such additional 2,000,000 shares were the subject
of a Registration Statement on Form S-8 dated April 14, 1999 (File No.
333-76267) (the "Second Registration Statement"). The third amendment and
restatement of the Plan, which became effective June 1, 2001 after the Company's
shareholders approved such amendment and restatement at the Company's 2001
Annual Meeting, increased the number of shares with respect to which Awards may
be granted under the Plan by 1,500,000 so that the maximum aggregate number of
shares with respect to which Awards can be granted under the Plan is 8,500,000
shares.
INCORPORATION BY REFERENCE OF THE CONTENTS OF PRIOR REGISTRATION STATEMENT
This Registration Statement relates to the Original Plan Registration Statement
and the Second Registration Statement. Pursuant to General Instruction E of Form
S-8, this Registration Statement is being filed to register an additional
1,500,000 shares of Common Stock to be issued pursuant to, or reserved for
issuance under, the Plan. The contents of the Original Plan Registration
Statement (filed with the Securities and Exchange Commission (the "Commission")
on May 10, 1996, File No. 333-3421) and of the Second Registration Statement
(filed with the Commission on April 14, 1999, File No. 333-76267) is
incorporated herein by reference.
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, and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
2
The following documents filed with the Commission by the Company
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference herein:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(2) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2001; and
(3) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2001.
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.
3
ITEM 3. EXHIBITS.
3 CERTIFICATE OF INCORPORATION AND BY-LAWS
3.1 Amended and Restated Certificate of Incorporation of the
Company dated March 4, 1996 (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 Certificate of the Designations, Powers, Preferences and
Rights of Series B Convertible Preferred Stock of the Company
dated August 28, 2001.
3.3 Amended and Restated By-Laws of the Company dated June 30,
2001 (incorporated by reference to Exhibit 3.2 to the
Quarterly Report on Form 10-Q for the quarter ended June 30,
2001 of the Company).
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
4.1 Revlon, Inc. Third Amended and Restated 1996 Stock Plan
(incorporated by reference to Exhibit 10.16 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001 of the
Company).
5 OPINION RE: LEGALITY
*5.1 Opinion of Robert K. Kretzman, Esq., Senior Vice President
and General Counsel of the Company, regarding the legality of
the securities being registered.
23 CONSENTS OF EXPERTS AND COUNSEL
*23.1 Consent of KPMG LLP, independent certified public
accountants.
23.2 Consent of Robert K. Kretzman, Esq. (contained in the opinion
filed as Exhibit 5.1 hereto).
24 POWERS OF ATTORNEY
*24.1 Power of Attorney of Ronald O. Perelman.
*24.2 Power of Attorney of Howard Gittis.
*24.3 Power of Attorney of Donald G. Drapkin.
*24.4 Power of Attorney of Meyer Feldberg.
*24.5 Power of Attorney of Vernon E. Jordan, Jr., Esq.
*24.6 Power of Attorney of Edward J. Landau, Esq.
*24.7 Power of Attorney of Jerry W. Levin.
4
*24.8 Power of Attorney of Linda Gosden Robinson.
*24.9 Power of Attorney of Terry Semel.
*24.10 Power of Attorney of Martha Stewart.
--------------------------------------------
* Filed herewith
5
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 9th day of
October, 2001.
REVLON, INC.
(Registrant)
By: /s/ Laurence Winoker
-------------------------------------
Laurence Winoker
Senior Vice President, Corporate
Controller and Treasurer (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.
6
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board and October 9, 2001
----------------------------- Director
Ronald O. Perelman
/s/ Jeffrey M. Nugent President, Chief Executive October 9, 2001
----------------------------- Officer and Director
Jeffrey M. Nugent (Principal Executive Officer)
/s/ Douglas H. Greeff Executive Vice President and Chief October 9, 2001
----------------------------- Financial Officer (Principal
Douglas H. Greeff Financial Officer)
/s/ Laurence Winoker Senior Vice President, Corporate October 9, 2001
----------------------------- Controller and Treasurer (Principal
Laurence Winoker Accounting Officer)
* Director October 9, 2001
-----------------------------
Donald G. Drapkin
* Director October 9, 2001
-----------------------------
Howard Gittis
* Director October 9, 2001
-----------------------------
Meyer Feldberg
* Director October 9, 2001
-----------------------------
Vernon E. Jordan, Jr.
* Director October 9, 2001
-----------------------------
Edward J. Landau
7
* Director October 9, 2001
-----------------------------
Jerry W. Levin
* Director October 9, 2001
-----------------------------
Linda Gosden Robinson
* Director October 9, 2001
-----------------------------
Terry Semel
* Director October 9, 2001
-----------------------------
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 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
8
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- -----------------------
3.1 Amended and Restated Certificate of Incorporation of the Company
dated March 4, 1996 (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 Certificate of the Designations, Powers, Preferences and Rights
of Series B Convertible Preferred Stock of the Company dated
August 28, 2001.
3.3 Amended and Restated By-Laws of the Company dated June 30, 2001
(incorporated by reference to Exhibit 3.2 to the Quarterly Report
on Form 10-Q for the quarter ended June 30, 2001 of the Company).
5.1 Opinion of Robert K. Kretzman, Esq., Senior Vice President and
General Counsel of the Company, regarding the legality of the
securities being registered.
23.1 Consent of KPMG LLP, independent certified public accountants.
23.2 Consent of Robert K. Kretzman, Esq. (contained in the opinion
filed as Exhibit 5.1 hereto).
24 Powers of Attorney.
24.1 Power of Attorney of Ronald O. Perelman.
24.2 Power of Attorney of Howard Gittis.
24.3 Power of Attorney of Donald G. Drapkin.
24.4 Power of Attorney of Meyer Feldberg.
9
Exhibit No. Description of Exhibit
----------- ----------------------
24.5 Power of Attorney of Vernon E. Jordan, Jr., Esq.
24.6 Power of Attorney of Edward J. Landau, Esq.
24.7 Power of Attorney of Jerry W. Levin.
24.8 Power of Attorney of Linda Gosden Robinson.
24.9 Power of Attorney of Terry Semel.
24.10 Power of Attorney of Martha Stewart.
10
EXHIBIT 3.2
Certificate Of The Designations,
Powers, Preferences and Rights Of Series B
Convertible Preferred Stock of the Company
Dated August 28, 2001
CERTIFICATE OF THE DESIGNATIONS,
POWERS, PREFERENCES AND RIGHTS
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
REVLON, INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Revlon, Inc., a Delaware corporation (the "Company"), hereby certifies
that the following resolution was adopted by the Board of Directors of the
Company:
RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Company (the "Board of Directors") by
the provisions of the Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), there is hereby created, out of
the 20,000,000 shares of Preferred Stock, par value $0.01 per share, of the
Company authorized in Article Fourth of the Certificate of Incorporation (the
"Preferred Stock"), a series of the Preferred Stock consisting of 4,333 shares,
which series shall have the following powers, designations, preferences and
relative, participating, optional or other rights, and the following
qualifications, limitations and restrictions (in addition to any powers,
designations, preferences and relative, participating, optional or other rights,
and any qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation which are applicable to the Preferred Stock):
1. Designation of Amount.
----------------------
The shares of Preferred Stock created hereby shall be designated the
"Series B Convertible Preferred Stock" (the "Series B Preferred Stock") and the
authorized number of shares constituting such series shall be 4,333.
2. Ranking; Term.
--------------
a. The Series B Preferred Stock shall, with respect to rights
to distributions upon the liquidation, winding-up or dissolution of the
Company, rank senior to all classes of common stock, par value $0.01
per share, of the Company (the "Common Stock") and to each other class
or series of capital stock or other equity securities of the Company
authorized, issued or otherwise established; provided, however, that
the holders of a majority of the outstanding shares of Series B
Preferred Stock, in accordance with the provisions of Section 7(b)
hereof, may approve the authorization, issuance or establishment of a
series of Preferred Stock the terms of which rank on a parity with or
senior to the Series B Preferred Stock as to dividends and
distributions upon the liquidation, winding-up or dissolution of the
Company.
(b) The Series B Preferred Stock shall be perpetual and may not be
redeemed, purchased, retired or otherwise acquired by the Company unless such
redemption, purchase, retirement or other acquisition by the Company
1
is expressly authorized herein and consummated in accordance with the provisions
specified herein; provided, however, that the Company may, with the written
consent of a holder of outstanding shares of Series B Preferred Stock, redeem,
purchase, retire or otherwise acquire any or all of the outstanding shares of
Series B Preferred Stock held by such holder.
3. Dividends
---------
In the event any dividends are declared or paid or any other distribution is
made on or with respect to the Class A Common Stock, par value $0.01 per share,
of the Company ("Class A Common Stock"), the holders of the Series B Preferred
Stock as of the record date established by the Board of Directors for such
dividend or distribution on the Class A Common Stock shall be entitled to
receive dividends (the "Dividends") in an amount (whether in the form of cash,
securities or other property) per share of Series B Preferred Stock, as if the
Series B Preferred Stock had been converted into shares of Class A Common Stock
as of the date immediately prior to the date for determining the holders of
Class A Common Stock entitled to receive such dividend or distribution, equal to
the amount (and in the form) of the dividends declared or paid or distribution
made on or with respect to each share of Class A Common Stock, such Dividends to
be payable on the same payment date or distribution date as the dividend or
distribution on the Class A Common Stock established by the Board of Directors.
The record date for any such Dividends shall be the record date for the
applicable dividend or distribution on the Class A Common Stock, and any such
Dividends shall be payable to the persons in whose name the Series B Preferred
Stock is registered at the close of business on the applicable record date.
No dividend shall be paid or declared on any share of Class A Common Stock,
unless a dividend, payable in the same consideration and manner, is
simultaneously paid or declared, as the case may be, on each share of Series B
Preferred Stock in an amount determined as set forth in paragraph (a) above. For
purposes hereof, the term "dividends" shall include any pro rata distribution by
the Company of cash, property, securities (including, but not limited to,
rights, warrants or options) or other property or assets to the holders of the
Class A Common Stock, whether or not paid out of capital, surplus or earnings.
2
4. Liquidation Preference.
-----------------------
In the event of a liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (a "Liquidation"), the holders of the
Series B Preferred Stock then outstanding shall be entitled to receive out of
the available assets of the Company, whether such assets are stated capital or
surplus of any nature, an amount on such date equal to $720.0554 per share of
Series B Preferred Stock plus the amount of any declared but unpaid Dividends as
of such date (the "Liquidation Preference"). Such payment shall be made before
any payment shall be made or any assets distributed to the holders of any class
or series of the Common Stock or any other class or series of the Company's
capital stock ranking junior as to liquidation rights to the Series B Preferred
Stock. If upon any Liquidation the assets available for payment of the
Liquidation Preference are insufficient to permit the payment to the holders of
the Series B Preferred Stock of the full preferential amounts described in this
Section 4, then all the available assets shall be distributed among the holders
of the then outstanding shares of Series B Preferred Stock and the then
outstanding shares of capital stock ranking on a parity with the Series B
Preferred Stock as to distributions upon Liquidation, pro rata according to the
number of then outstanding shares of Series B Preferred Stock and then
outstanding shares of parity stock held by each holder thereof.
5. Optional Redemption by Company.
-------------------------------
a. At any time after thirty (30) days following the Requisite
Stockholder Approval (as defined herein), the Company may, in
accordance with the provisions of Section 5(b) hereof, redeem all or
any part of the then outstanding shares of Series B Preferred Stock for
cash at a redemption price equal to the Liquidation Preference thereof
as of such date.
b. In order to exercise its right of optional redemption, the
Company shall, not more than ninety (90) nor less than sixty (60) days
prior to the redemption date, give to each holder of record of the
Series B Preferred Stock, at such holder's address as it shall appear
upon the stock register of the Company on such date, notice by first
class mail, postage prepaid. Each such notice of redemption shall be
irrevocable and shall specify the date that is the redemption date (the
"Optional Redemption Date"), the redemption price, the identification
of the shares to be redeemed, the place or places of payment and that
payment will be made upon presentation and surrender of the
certificate(s) evidencing the shares of Series B Preferred Stock to be
redeemed.
c. The holders of the Series B Preferred Stock shall retain
their right to convert such shares pursuant to Section 8 hereof until
the close of business on the last Business Day preceding the Optional
Redemption Date.
6. Restricted Payments; Status of Redeemed Shares.
-----------------------------------------------
(a) After the Optional Redemption Date, unless and until the full
redemption price for the shares of Series B Preferred Stock to be redeemed has
been paid to, or set aside in trust with a bank or trust company, (i) no
dividends or other distribution shall be paid or declared or set aside for
payment on any capital stock or other securities of the Company (other than
dividends payable in Common Stock), and (ii) no shares of capital stock or other
securities of the Company or any Subsidiary shall be redeemed, retired,
purchased or otherwise acquired for any consideration (or any
3
payment made to or available for a sinking fund for the redemption of any such
shares) by the Company.
(b) Any shares of Series B Preferred Stock which shall at any time have
been redeemed pursuant to Section 5 hereof shall, after such redemption, have
the status of authorized but unissued shares of Preferred Stock, without
designation as to series.
7. Voting Rights.
--------------
(a) The holders of outstanding shares of the Series B Preferred Stock:
(i) shall be entitled to vote together with the
holders of the Common Stock as a single class on all matters
submitted for a vote of holders of Common Stock;
(ii) shall have such other voting rights as are
specified in the Certificate of Incorporation or as otherwise
provided by Delaware law; and
(iii) shall be entitled to receive notice of any
meeting of the stockholders of the Company in accordance with
the Certificate of Incorporation and By-laws of the Company.
For purposes of the voting rights set forth in this Section 7(a), each
share of Series B Preferred Stock shall entitle the holder thereof to cast one
vote for each whole vote that such holder would be entitled to cast had such
holder converted its Series B Preferred Stock into shares of Class A Common
Stock as of the date immediately prior to the record date for determining the
stockholders of the Company eligible to vote on any such matter.
(b) In addition to the other voting rights set forth herein, so long as
any shares of Series B Preferred Stock remain outstanding, the Company shall
not, without the written consent or affirmative vote of the holders of at least
a majority of the outstanding shares of Series B Preferred Stock voting
separately as one class, (i) amend, alter or repeal, whether by merger,
consolidation, combination, reclassification or otherwise, the Certificate of
Incorporation or By-laws of the Company or any provisions thereof (including the
adoption of a new provision thereof) if such amendment, alteration or repeal
would adversely alter or change the rights, preferences or privileges of the
Series B Preferred Stock, (ii) create, authorize or issue any class, series or
shares of Preferred Stock or any other class or series of capital stock or other
equity securities of the Company ranking either as to payment of dividends or
distribution of assets upon Liquidation (x) prior to the Series B Preferred
Stock or (y) on a parity with the Series B Preferred Stock, or (iii) undertake
any action (x) the valid consummation of which would require the approval of the
Company's stockholders pursuant to the Company's Certificate of Incorporation or
Bylaws or as required by applicable law and (y) the direct or indirect result of
which would adversely affect or change the rights, preferences or privileges of
the Series B Preferred Stock. The vote of the holders of at least two-thirds of
the outstanding shares of Series B Preferred Stock, voting separately as one
class, shall be necessary to adopt any alteration, amendment or repeal of this
Section 7, in addition to any other vote of stockholders required by law.
8. Conversion Rights.
------------------
a. Conversion Upon Obtaining Requisite Stockholder
Approval. Subject to and upon compliance with the provisions
of this Section 8, upon receipt of Requisite Stockholder
Approval, each share of Series B Preferred Stock shall be
convertible into a number of shares of Class A Common Stock
4
determined by dividing (x) the Liquidation Preference of such
Series B Preferred Stock as of the Conversion Date (as defined
herein) by (y) the Conversion Price (as defined herein) in
effect at the close of business on the Conversion Date
(determined as provided in this Section 8).
b. Conversion Price. The conversion price (the
"Conversion Price") shall initially be $7.20, subject to
adjustment from time to time in accordance with Section 8(c).
c. Adjustments to Conversion Price. The number of
shares of Class A Common Stock issuable upon conversion of the
Series B Preferred Stock shall be subject to adjustment from
time to time as follows:
i. Upon Stock Dividends, Subdivisions or Split -Ups, or
Combinations. If, at any time after the original date of issuance of
the Series B Preferred Stock (the "Issue Date"), the number of shares
of Class A Common Stock outstanding is (x) increased by a stock
dividend payable in shares of Class A Common Stock or by a subdivision
or split-up of shares of Class A Common Stock, or (y) decreased by a
combination of the outstanding shares of Class A Common Stock into a
smaller number of shares of Class A Common Stock, then, following the
record date for the determination of holders of Class A Common Stock
entitled to receive such stock dividend, or to be affected by such
subdivision or split-up or combination, the Conversion Price shall be
appropriately decreased (in the case of a stock dividend, subdivision
or split-up) or increased (in the case of a combination) so that the
number of shares of Class A Common Stock issuable upon conversion of
Series B Preferred Stock shall be increased (in the case of a stock
dividend, subdivision or split-up) or decreased (in the case of a
combination) in proportion to such increase or decrease, as the case
may be, in outstanding shares.
ii. Upon Reclassifications, Reorganizations, Consolidations or
Mergers. In the event of any capital reorganization of the Company, any
reclassification of the stock of the Company (other than a change in
par value or from par value to no par value or from no par value to par
value or as a result of a stock dividend or subdivision, split-up or
combination of shares), or any consolidation or merger of the Company
with or into another corporation (where the Company is not the
surviving corporation or where there is a change in or distribution
with respect to the Common Stock), each share of Series B Preferred
Stock shall after such reorganization, reclassification, consolidation
or merger be convertible into the kind and number of shares of stock or
other securities or property of the Company or of the successor
corporation resulting from such consolidation or surviving such merger,
if any, to which the holder of the number of shares of Class A Common
Stock deliverable upon conversion of such Series B Preferred Stock (had
such conversion taken place immediately prior to the time of such
reorganization, reclassification, consolidation or merger) would have
been entitled upon such reorganization, reclassification, consolidation
or merger. The provisions of this clause shall similarly apply to
successive reorganizations, reclassifications, consolidations or
mergers.
d. Fractions of Shares. No fractional shares or scrip
representing fractional shares shall be issued upon the
conversion of the Series B Preferred Stock. If any such
conversion would otherwise require the issuance of a
fractional share of Class A Common Stock, an amount equal to
such fraction multiplied by the current Market Price (as
defined herein) per share of Class A Common Stock on the
Conversion Date shall be paid to the holder in cash by the
Company.
5
e. Exercise of Conversion Privilege. Upon obtaining
Requisite Stockholder Approval, the following procedures would
apply:
(i) To convert shares of Series B Preferred Stock, a holder
must (A) surrender the certificate or certificates evidencing such
holder's shares of Series B Preferred Stock to be converted, duly
endorsed in a form satisfactory to the Company, at the office of the
Company and (B) notify the Company at such office that such holder
elects to convert shares of Series B Preferred Stock and the number of
shares such holder wishes to convert. Such notice (the "Conversion
Notice") referred to in clause (B) above shall be delivered
substantially in the following form:
"NOTICE TO EXERCISE CONVERSION RIGHT
The undersigned, being a holder of the Series B Convertible Preferred
Stock of Revlon, Inc. irrevocably exercises the right to convert ____________
outstanding shares of Series B Convertible Preferred Stock on ___________, ____,
into shares of Class A Common Stock of Revlon, Inc., in accordance with the
terms of the shares of Series B Convertible Preferred Stock, and directs that
the shares issuable and deliverable upon the conversion be issued and delivered
in the denominations indicated below to the registered holder hereof unless a
different name has been indicated below.
Dated: [At least one Business Day prior to the date fixed for conversion]
Fill in for registration of shares of Class A Common Stock if to be issued
otherwise than to the registered holder:
Name
Address
Please print name and (Signature)
address, including postal
code number
Denominations:_________"
(ii)Series B Preferred Stock shall be deemed to have been
converted immediately prior to the close of business on the day (the
"Conversion Date") of surrender of such shares of Series B Preferred
Stock for conversion in accordance with the foregoing provisions and at
such time the rights of
6
the holders of such shares of Series B Preferred Stock as holder shall
cease, and the Person or Persons entitled to receive the Class A Common
Stock issuable upon conversion shall be treated for all purposes as the
record holder or holders of such Class A Common Stock as and after such
time. As promptly as practicable on or after the Conversion Date, the
Company shall issue and shall deliver at any office or agency of the
Company maintained for the surrender of Series B Preferred Stock a
certificate or certificates for the number of full shares of Common
Stock issuable upon conversion, together with payment in lieu of any
fraction of a share, as provided in Section 8(d).
In the case of any certificate evidencing shares of Series B Preferred
Stock which is converted in part only, upon such conversion the Company shall
execute and deliver a new certificate representing an aggregate number of shares
of Series B Preferred Stock equal to the unconverted portion of such
certificate.
f. Company to Reserve Series A Preferred Stock. The
Company shall at all times reserve and keep available, out of
the authorized but unissued Class A Common Stock or out of the
Class A Common Stock held in treasury, for the purpose of
effecting the conversion of Series B Preferred Stock, the full
number of shares of Class A Common Stock then issuable upon
the conversion of all outstanding shares of Series B Preferred
Stock.
Before taking any action that would cause the number of shares of Class
A Common Stock deliverable upon conversion of the Series B Preferred Stock to
exceed (when taken together with all other outstanding shares of Class A Common
Stock) the number of shares of Class A Common Stock that the Company is
authorized to issue, the Company will take any corporate action that, in the
opinion of its counsel, is necessary in order that the Company may validly and
legally issue the full number of fully paid and non-assessable shares of Class A
Common Stock issuable upon conversion of the Series B Preferred Stock.
g. Taxes on Conversions. The Company will pay any and
all original issuance, transfer, stamp and other similar taxes
that may be payable in respect of the issue or delivery of
shares of Class A Common Stock on conversion of Series B
Preferred Stock pursuant hereto.
h. Cancellation of Converted Series B Preferred
Stock. All Series B Preferred Stock delivered for conversion
shall be delivered to the Company to be cancelled and shall
have the status of authorized but unissued shares of Preferred
Stock, without designation as to series.
i. Certain Definitions. The following terms shall
have the following respective meanings herein:
"Market Price" means, on any date, the amount per share of the
Class A Common Stock, equal to the closing price on the New York Stock
Exchange (the "NYSE") on such date as reported by Bloomberg, L.P. (or
by such other Person as the holders of the Series B Preferred Stock and
the Company may agree).
"Person" means an individual or a corporation, partnership,
trust, incorporated or unincorporated association, limited liability
company, joint venture, joint stock company, government (or an agency
or political subdivision thereof) or other entity of any kind.
7
"Requisite Stockholder Approval" means (i) the approval by the
stockholders of the Company required by the corporate governance rules
of the NYSE, or any applicable law, to permit the conversion of shares
of Series B Preferred Stock into shares of Class A Common Stock or (ii)
the delivery of an opinion of counsel reasonably satisfactory to the
holders of two-thirds of the then outstanding shares of Series B
Preferred Stock that such approval by stockholders is not required.
IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to
be signed by Robert K. Kretzman, its Senior Vice President, General Counsel and
Secretary, and attested by Michael T. Sheehan, its Vice President and Assistant
Secretary, this 28th day of August, 2001.
By: /s/ ROBERT K. KRETZMAN
------------------------------------
Robert K. Kretzman
Senior Vice President,
General Counsel and Secretary
Attested:
By: /s/ MICHAEL T. SHEEHAN
------------------------
Michael T. Sheehan
Vice President and
Assistant Secretary
8