Jafra Worldwide Holdings Lux Sarl Inactive
Filed: 22 Apr 05, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________ .
Commission file number 333-106666
Jafra Worldwide Holdings (Lux), S.àR.L.
Luxembourg | 98-0399297 | |
(State or other jurisdiction of | (I.R.S. Employer Identification Number) | |
Incorporation or organization) |
382-386 Route de Longwy
L-2212 Luxembourg
Luxembourg
(352) 226027
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yeso Noþ
The registrant does not have a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 and there is no public market for voting stock of the registrant.
As of March 15, 2005 the registrant had outstanding 316,420 shares of common stock, par value $100.00 per share.
Documents Incorporated by Reference
None
| PART I | ||||||||
| Item 1. Business | ||||||||
| PART IV | ||||||||
| Item 15. Exhibits and Financial Statement Schedules | ||||||||
| SIGNATURES | ||||||||
| Exhibit 31.1 | ||||||||
| Exhibit 31.2 | ||||||||
| Exhibit 32.1 | ||||||||
| Exhibit 32.2 | ||||||||
EXPLANATORY NOTE
Jafra Worldwide Holdings (Lux) S.àR.l. is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) solely for the purpose of correcting a typographical error in Part I, Item 1 in its Form 10-K for the fiscal year ended December 31, 2004, previously filed with the Securities and Exchange Commission on March 31, 2005 (the “Original Filing”). Specifically, the dollar amount “$172 million” appearing in the fourth paragraph of Part I, Item 1 is being deleted in its entirety and replaced by the dollar amount “$130 million”. Item 15 of Part IV is also being amended to reflect the inclusion of updated certifications pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended. This Amendment does not reflect events occurring after the filing of the Original Filing and, except for the above described amendments and updated certifications, does not modify or update other disclosures in, or exhibits to, the Original Filing.
Item 1 of Part I and Item 15 of Part IV are hereby amended and restated in their entireties as follows:
PART I
Item 1. Business
General
Jafra Worldwide Holdings (Lux) S.àR.l., a Luxembourg société à responsabilité limitée (the “Parent”) is an intermediate holding company that conducts all of its operations through its U.S. and non-U.S. subsidiaries. Prior to the Parent’s recapitalization on May 20, 2003, the historical operations of CDRJ Investments (Lux) S.A. (“CDRJ”) were equivalent to the operations of the Parent. CDRJ and its subsidiaries and the Parent and its subsidiaries are referred to collectively as “the Company” or “Jafra.”
The Company is a direct seller of skin and body care products, color cosmetics, fragrances and other personal care products. The Company sells its Jafra brand products through a network of approximately 410,000 independent consultants, who market and sell the Company’s products to their customers. The Company generated approximately 67% of its total net sales in 2004 in Mexico and approximately 24% of its total net sales in the United States and the Dominican Republic.
The Jafra business was incorporated in 1956 and was subsequently purchased by the Gillette Company. In 1998, the Jafra business was sold by the Gillette Company to CD&R Fund V and then was acquired from CD&R Fund V (the “Acquisition”) on May 27, 2004 by Vorwerk & Co. eins GmbH (“Vorwerk”). Vorwerk is an indirect wholly-owned subsidiary of Vorwerk & Co. KG, a family-owned company based in Wuppertal, Germany. Vorwerk holds its interest in the Company through Jafra S.A., a Luxembourg société anonyme, formerly known as CDRJ North Atlantic (Lux) S.àr.l. (“Jafra S.A.”).
The Parent agreed to file periodic reports with the Securities and Exchange Commission (“SEC”) in connection with the issuance in May 2003 of $200 million of 103/4% Senior Subordinated Notes due 2011 (the “103/4% Notes”) by its subsidiaries Jafra Cosmetics International, Inc. (“JCI”) and Distribuidora Comercial Jafra S.A. de C.V. (“Jafra Distribution” and together with JCI, the “issuers), so long as the 103/4% Notes are outstanding. The 103/4% Notes, of which approximately $130 million principal amounts are outstanding, after giving effect to a voluntary redemption in February 2005, are guaranteed by the Parent. JCI and Jafra Distribution are also borrowers (and the Parent is the Guarantor) under a $60 million amended and restated revolving credit facility entered into in August 2004, which can be increased by the Company under certain circumstances.
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Jafra conducts its operations through one channel, direct selling, and its reportable segments are based on geography: Mexico, United States and the Dominican Republic and Europe. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 14 to the consolidated financial statements.
Strategy
The Company’s strategy consists primarily of the following key initiatives:
Continue Core Strategy of Expanding and Retaining Consultant Base. The Company intends to increase its business by focusing on sponsoring and retaining loyal consultants who sell product. The Company believes that the attractive income opportunities offered by its compensation structure and its operational and cultural focus on providing support to its consultants have been instrumental in achieving overall consultant and net sales growth over the past several years. The Company believes the emphasis it places on providing its consultants with focused customer service, training, effective sales and marketing materials, brochures, and new product demonstrations, will continue to differentiate Jafra from its competitors. Additionally, the Company intends to continue to stimulate net sales growth by motivating its consultant base at local recognition events and by offering travel rewards, gifts and other incentives to its most productive consultants.
Capitalize on Leading Market Position and Brand Equity in Mexico. The Company believes its leading market position and the strength of the Jafra brand in Mexico position it to benefit from favorable demographic trends and will facilitate the Company’s efforts to continue to expand its consultant base and to capture additional market share. As the Mexican population ages and more adults seek career and income opportunities, the Company believes that its brand equity and the size of its consultant base will position Jafra as an attractive career opportunity and facilitate consultant recruitment.
Continue U.S. Divisional Strategy. In late 2000, the Company bifurcated its operations in the United States into a Hispanic Division and a U.S. Division. The establishment of two separate divisions in the United States has allowed the Company to customize its marketing efforts. The Company has focused on separate segments of the population and will continue to provide its U.S. Spanish and non-Spanish speaking consultants with tailored recruiting programs, training materials, seminars and product presentations. In particular, the Company believes that it will benefit from the growth of the U.S. Hispanic population and its increasing buying power.
Maintain Strong New Product Pipeline. The development and introduction of new products serve to motivate consultants by providing them with new and exciting products to demonstrate and market to their customers. As part of each of the Company’s consecutive two-month marketing and promotion cycles, the Company regularly introduces line extensions, such as new colors within the existing color cosmetics lines, and new products that employ the latest technology and capitalize on the face-to-face interaction between consultants and their customers. In the development of new products, the Company employs a strategy that minimizes research costs and focuses development efforts on innovative products that have already proven successful in the marketplace.
Leverage Brand Strength into Complementary Categories and Markets. The Company is primarily focused on maintaining and growing its loyal consultant base and establishing a cost-effective distribution infrastructure and superior support structure for its consultants. The Company’s measured strategy is to develop selective products in complementary categories with the consultants’ core customer in mind and that will specifically lend themselves to the one-on-one meetings and product demonstrations that are fundamental to the direct selling business model. The Company also continues to evaluate the possibility of expanding into other direct selling markets.
Continue to Identify Operating Efficiencies and Benefit from Economies of Scale. Management has increased the Company’s gross profit margin and reduced selling, general and administrative expenses, less one-time charges related to transactions and restructuring, as a percentage of net sales, primarily by reducing manufacturing and overhead costs, streamlining marketing efforts and improving working capital management. The Company intends to continue to pursue additional opportunities to realize cost savings and operating efficiencies in order to increase profitability. Further, the Company believes its direct selling business model will continue to generate significant organic growth and that the resulting scale will afford increasing opportunities to leverage the fixed cost base and increase efficiencies in the Company’s purchasing, manufacturing, marketing, training and technology functions.
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Research and Development
The Company continuously introduces new and revitalized products based on changes in consumer demand and technological advances in order to enhance the quality, image and price positioning of its products. During 2004, the Company launched 22 new product concepts. Research and development is conducted at the Jafra Skin, Body and Color Laboratory, located in the Westlake Village, California facility. Amounts incurred on research activities relating to the development of new products and improvement of existing products were $1.4 million in the year ended December 31, 2004, $1.3 million in the year ended December 31, 2003 and $1.5 million in the year ended December 31, 2002.
Employees in the Research and Development Department formulate products and analyze them for chemical purity and microbial integrity. A separate small-scale pilot batch is produced and tested prior to full scale manufacture. The Company continues to invest in the development of one product line for use in all current markets and upgrading of its product lines by adding new formulations and contemporary fragrances.
Products
The following table sets forth the net sales of the Company’s principal product lines for the years ended December 31, 2004, 2003 and 2002:
| 2004 | 2003 | 2002 | ||||||||||||||||||||||
| Sales by | Percentage | Sales by | Percentage | Sales by | Percentage | |||||||||||||||||||
| Product Line | of Total | Product Line | of Total | Product Line | of Total | |||||||||||||||||||
| ($ in millions) | Sales | ($ in millions) | Sales | ($ in millions) | Sales | |||||||||||||||||||
| Skin care | $ | 78.6 | 19.5 | % | $ | 73.8 | 19.9 | % | $ | 66.3 | 17.9 | % | ||||||||||||
| Body care and personal care | 48.3 | 12.0 | 47.2 | 12.7 | 40.5 | 10.9 | ||||||||||||||||||
| Color cosmetics | 83.5 | 20.7 | 84.9 | 22.8 | 97.6 | 26.3 | ||||||||||||||||||
| Fragrances | 146.4 | 36.3 | 127.3 | 34.3 | 124.9 | 33.7 | ||||||||||||||||||
| Other products(1) | 46.6 | 11.5 | 38.3 | 10.3 | 41.3 | 11.2 | ||||||||||||||||||
| Subtotal before shipping and other fees, less commissions | 403.4 | 100.0 | % | 371.5 | 100.0 | % | 370.6 | 100.0 | % | |||||||||||||||
| Shipping and other fees, less commissions | 12.8 | 12.4 | 12.0 | |||||||||||||||||||||
| Total | $ | 416.2 | $ | 383.9 | $ | 382.6 | ||||||||||||||||||
| (1) | Includes sales aids (e.g., party hostess gifts, demonstration products, etc.) and promotional materials purchased by consultants, which typically do not qualify for commissions or overrides. |
Skin Care. The Company sells personalized skin programs in a free matrix skincare system that allows individuals to select a regimen to meet individual needs. Skin care products include cleansers, skin fresheners, masks, and moisturizers for day and night. In addition to basic skin care products, the Company offers specialty products to enhance skin texture and encourage cell revitalization, including the Company’s signature product,
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Royal Jelly Milk Balm Moisture Lotion, and products for maturing skin (Time ProtectorandTime Corrector), eye care (Optimeyes) and elasticity (Elasticity Recovery Hydrogel). The Company is committed to maintaining contemporary formulas and routinely evaluating and updating its product offerings.
Body Care and Personal Care. The Company markets a broad selection of body, bath, sun and personal care products, including deodorants and shampoos. The Company’s signature body care product,Royal Jelly Body Complex, contains “royal jelly” (a substance produced by queen bees) in an oil-free deep moisturizing formula with natural botanical extracts and vitamins. Other offerings in the body care line include sunscreens, hand care lotions, revitalizing sprays, and bath products. While the Company varies its product offerings and continues to develop new products,Royal AlmondandPrecious Proteinproducts have been top sellers for many years. In 2002, the Company leveraged the success of theRoyal Almondbrand by introducingRoyal Ginger, a scent extension to the body care family. Also, the Company launched theDefine Your Bodyline of four products, a complete line of body treatment products. The Company continued to build on the success of theJafra Spaline with the launches of the Spa fragrances and theScalp Massage and Hair Treatment. TheTender Momentsbaby line was enhanced with the launch of pediatrician-tested Baby Bottom Balm, formulated with soothing ingredients. In 2003, Jafra continued to promote body and personal care products with limited life fragrance-driven line extensions that leverage successful existing fragrance brands and also introduced a line of peppermint scented foot care products. In 2004, the Company launched aHoney Body Lineand a brand leverage line with theRoyal Rose Body line.
Color Cosmetics. The Company sells a range of color cosmetics for the face, eyes, lips, cheeks and nails. The Company internally develops lipstick formulas, foundations and mascaras. In 1999, the Company implemented a new color palette strategy by introducing seasonal color products through innovative fashion color statements in the spring and fall shade product offerings. This has been a consistent strategy for 2000 through 2004, and has continued to drive the sales of color products. In 2004, the Company introducedB-Twinto target the teenage color cosmetics market.
Fragrance. Direct selling is a significant distribution channel for fragrances, and the Company’s new scents have enabled the Company to participate on an increasingly larger scale in this channel. The Company introduces new fragrances into its product line regularly and has introduced at least one new fragrance a year since 1996. In 2002, three new fragrances were launched.Navîgowas launched as a master brand and two fragrances were launched simultaneously for men and women.JF9 Black, a sub brand ofJF9, was launched for a limited time. In 2003, the Company launched six fragrance brands. One new men’s fragrance,J-Sport, was introduced, and the Company re-launched theHamiltonfragrance for men. The Company also introduced an extension of the women’s fragrance brandLe Moiré, calledLe Moiré (cerisse).Additionally, a new teen fragrance,Double Nature, was launched in Mexico along with a new baby fragrance calledOne 2 Four. In 2004, three new fragrance brand concepts were launched withInegalefor women,Xeniumfor men andCoretato target the young girls market.
Other Products. This category includes sales aids, such as party hostess gifts, demonstration products, etc., and promotional materials, which typically do not qualify for commissions or overrides.
Marketing
Strategy and Product Positioning. The Company positions its products to appeal to a relatively wide range of market categories, demographic groups and lifestyles. The Company’s products generally price at the higher end of the mass market category, but slightly below prestige brands.
Product Strategy. The Company’s product strategy is to provide customers with exciting and prestige quality product lines that fit into the Company’s value-added demonstration sales techniques and promote the sale of multiple products per sales call. To that end, the Company develops integrated products and actively promotes cross-selling among categories, thus encouraging multi-product sales and repeat purchases. Product variety and modernization are keys to the Company’s success. The Company continues to look for ways to expand product offerings and broaden its appeal in the marketplace.
Marketing Material & Corporate Image. The Company supports its identity and corporate image through its network of consultants and word-of-mouth. The Company uses a sophisticated and integrated promotional approach
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that includes meetings, marketing literature, and the Internet to create strong corporate imagery and support corporate identity.
Independent Consultants
The Company had approximately 410,000 consultants worldwide as of December 31, 2004. Approximately 313,000 of these consultants were in Mexico, 71,000 were in the United States, 19,000 were in Europe, 5,000 were in the Dominican Republic and 2,000 were in Argentina. Of the 71,000 consultants in the United States, 45,000 were in the Hispanic Division and 26,000 were in the General Division. These consultants are not agents or employees of Jafra; they are independent contractors or dealers. They purchase products directly from the Company and sell them directly to their customers.
The Company provides training to senior consultants, who have experience managing their own consultant networks, and recruit and train the Company’s field level organization. In addition, the Company provides special training to a select group of senior consultants, or field leaders, who, in turn, provide training to the remaining field leaders. The Company sells substantially all of its products directly to its consultants. Each consultant conducts her Jafra sales operations as a stand-alone business, purchasing Jafra goods and reselling them to customers, as well as offering free personal care consultations. The Company’s independent sales force constitutes its primary marketing contact with the general public.
Selling. The primary role of a Jafra consultant is to sell Jafra products. Although the majority of sales occur as a result of person-to-person sales, the Company also encourages its consultants to arrange sales parties at customers’ homes. Sales parties permit a more efficient use of a consultant’s time, allowing the consultant to offer products and cosmetic advice to multiple potential customers at the same time, and provide a comfortable selling environment in which clients can learn about skin care and sample the Jafra product line. Such parties also provide an introduction to potential recruits and the opportunity for referrals to other potential clients, party hostesses and recruits.
The Company does not require consultants to maintain any inventory. The Company believes that inventory requirements can be onerous to consultants. Instead, Jafra consultants can wait to purchase products from the Company until they have a firm customer order to fill. Consultants generally personally deliver orders to their customers. By delivering products directly to the customer, the Jafra consultant creates an additional sales opportunity.
Recruiting. The Company believes that it presents an attractive proposition for prospective consultants due to its low start-up costs and policy of providing retail discounts. Other major attractions to prospective recruits include flexible hours, increased disposable income, an attractive incentive program (including international travel, national and regional meetings, awards and free products), personal and professional recognition, social interaction, product discounts and career development opportunities.
The Company also emphasizes a commitment to consultants’ personal and professional training, thereby building consultants’ management and entrepreneurial skills.
Consultant Management and Training.
At December 31, 2004, the Company had approximately 16,000 managers, 2,000 district managers and 1,000 district directors. To become a manager, a consultant must sponsor a specified number of recruits who meet certain minimum sales levels. Once a consultant becomes a manager, she is eligible to earn commissions on her personal sales plus overrides on the sales of her downline consultants. A manager continues to gain seniority in the Jafra sales force by meeting the prescribed recruitment and sales requirements at each level of management. At more senior levels, managers may have several junior managers who in turn sponsor and manage other managers and consultants. The most successful managers have many such downline managers and consultants, and earn commissions on their personal sales plus overrides on their downline group’s sales. During 2004, the Company recorded $68.1 million as override expense within selling, general and administrative expenses and $4.2 million of commissions on personal sales paid to consultants as a reduction of net sales.
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Training for new consultants focuses first on the personalized selling of the Jafra product line, beginning with skin care and the administration of a Jafra business. Training is conducted primarily by the Company’s consultant managers. Managers train their downline consultants at monthly meetings often using materials prepared by the Company. In training managers, the Company seeks to improve leadership and management skills, while teaching managers to motivate downline consultants to higher sales levels.
Income Opportunities and Recognition. Consultants earn income by purchasing products from the Company at wholesale prices and selling to consumers at suggested retail prices. The commissions earned by consultants on sales typically range from approximately 30% to 50% of suggested retail prices. Once a consultant becomes a manager, her compensation also includes overrides, or a percentage of the sales of the consultants she has recruited. These overrides range from 10% to 30% of the wholesale sales value of her downline consultants, depending of the level of the manager. The overrides are paid to motivate and compensate the managers to train, recruit and develop downline consultants. Additionally, managers often perform collection efforts on behalf of the Company as the overrides paid on a consultant’s downline productivity are paid only upon the collection of the receivables. The Company believes that its structure of discounts, commissions and overrides to consultants is generous.
The Company also believes that public recognition of sales accomplishments serves the dual purpose of identifying successful role models and boosting consultant morale. Each year the Company sponsors major events in each of its geographic markets to recognize and reward sales and recruiting achievements and strengthen the bond between the independent sales force and the Company. Consultants and managers must meet certain minimum levels of sales and new consultant sponsorship in order to receive invitations to attend these events.
International Operations
The Company’s international operations are subject to certain customary risks inherent in carrying on business abroad, including the risk of adverse currency fluctuations, the effect of regulatory and legal restrictions imposed by foreign governments, and unfavorable economic and political conditions.
Due to the challenging macroeconomic environment that has affected the Company’s results in selected markets in which the Company operated, the Company adopted a strategic plan to focus on the strengths of the Mexican, U.S. and European markets. The Company terminated its direct selling operations in Brazil in 2004 and in certain markets in South America and Thailand in 2003. However, the Company will evaluate expansion opportunities into other international markets.
The Company’s most important markets are Mexico, the United States (including the Dominican Republic) and Europe, which represented approximately 67%, 24% and 8%, respectively, of total 2004 consolidated net sales. The Company has entered into foreign currency exchange contracts to help mitigate the risk that a potential currency devaluation in Mexico would have on operations and liquidity. See Item 7A “Quantitative and Qualitative Disclosures About Market Risk.”
In certain European markets, including Czech Republic, Denmark/ Norway, Greece, Hungary, Ireland, Poland, Slovenia and Sweden the Company operates through distributors. The Company also entered into a distributor agreement with a third party in Brazil during 2004 who sells the Company’s products to consultants. The Company has the contractual right to terminate these arrangements if it chooses to operate directly in a given market.
Manufacturing
The Company owns an approximately 38,000 square foot manufacturing facility in Naucalpan, Mexico, which is near Mexico City. This facility has produced substantially all of the Company’s product requirements since June 2004. Immediately prior to that time, substantially all of the Company’s requirements for certain cosmetic and skin care products were manufactured by a third-party contractor pursuant to a manufacturing agreement that expired on July 1, 2004. On July 2, 2004, JCI entered into a new manufacturing agreement pursuant to which the same third-party manufacturer manufactures a limited number cosmetic and skin care products for JCI.
The Company purchases from other third-party suppliers certain finished goods and raw materials for use in its manufacturing operations. In general, the Company does not have written contracts with other suppliers. Finished
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goods and raw materials used in the Company’s products, such as glass, plastics, and chemicals, generally are available stock items or can be obtained to the Company’s specifications from more than one potential supplier.
Distribution Centers
As of December 31, 2004, the Company used four primary distribution centers in the United States, Mexico and Europe. The U.S. warehouses in Bridgeport, New Jersey and Westlake Village, California currently stock the entire Jafra product line. In 2002, the Company opened a distribution center in Lerma, Mexico that services all consultants in Mexico. In addition, the Company has a distribution center in Kaufbeuren, Germany that services all of the European markets. Management believes that its facilities are adequate to meet demand in its existing markets for the foreseeable future.
Typically, owned or leased distribution centers are located in an area that allows for direct delivery to consultants by either post or carrier. Maintaining a short delivery cycle in direct selling is an important competitive advantage.
Competition
The Company sells all of its products in highly competitive markets. The principal bases of competition in the cosmetics direct selling industry are price, quality and range of product offerings. On the basis of information available to it from industry sources, management believes that there are a significant number of companies (including both direct sales and cosmetic manufacturing companies) that compete with the Company’s products. Several direct sales companies compete with Jafra in sales of cosmetic products, and at least two such competitors, Mary Kay and Avon, are substantially larger than the Company in terms of total independent salespersons, sales volume and resources. In addition, the Company’s products compete with cosmetics and toiletry items manufactured by cosmetic companies that sell their products in retail or department stores. Several of such competitors are substantially larger than the Company in terms of sales and have substantially more resources. The Company also faces competition in recruiting independent salespersons from other direct selling organizations whose product lines may or may not compete with the Company’s products.
Patents and Trademarks
The Company’s operations do not depend to any significant extent upon any single trademark other than theJafratrademark. Some of the trademarks Jafra uses, however, are identified with and important to the sale of its products. One of its most significant lines of products, Royal Jelly, is not protected by any registered trademark because it is a generic term. The Company’s operations do not depend to any significant extent on any single or related group of patents, although the Company has applied for or received patent protection in its major markets for certain skin cream dispensers and product containers, nor does it rely upon any single or related group of licenses, franchises or concessions. The Company has in the past licensed know-how from Gillette relating to the design, development and manufacture of its products and is permitted to continue to use such know-how in connection with its products.
In 1998, a former employee of Gillette filed applications to register the “Jafra” trademark in various jurisdictions in which the Company does not currently operate. In 1998, Gillette obtained a court order prohibiting this employee from transferring or licensing such trademark applications and registrations and requiring that the trademark applications and registrations be assigned to Gillette. Gillette has since completed the relevant documentation relating to the transfer of these trademarks to the Company. The Company has filed the documents obtained from this former employee in those jurisdictions in which the documentation will be accepted in order to secure the abandonment and cancellation of this employee’s applications and registrations. The Company has not been able to definitively verify abandonment or cancellation of these “Jafra” trademark applications or registrations in the jurisdictions of Bangladesh, Guyana, India, Nigeria, Pakistan and Sudan. If the Company is not able to secure cancellation or abandonment of the applications and registrations in these jurisdictions, it may be prohibited from distributing its products in these jurisdictions.
Information and E-Commerce Systems
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During 2001, the Company redefined its Internet strategy and continued to develop and implement an expanded e-commerce system. The expanded e-commerce platform became operational in the United States during June 2001, with the consultant utilization rate of 45% of order volume at year end 2004. In Mexico, an e-commerce platform was launched during the second half of 2001 with an average consultant utilization rate of 33% during 2004. During the 2004, the Company appointed a Chief Information Officer to evaluate global management information systems.
Seasonality
The Company’s net sales, as measured in local currencies, during the fourth quarter of the year are typically slightly higher than in the other three quarters of the year due to seasonal holiday purchases. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Seasonality and Sales Cycles.”
Environmental Matters
The Company’s operations are subject to various federal, state, local and foreign laws or regulations governing environmental, health and safety matters. Some of its operations require environmental permits and controls and these permits are subject to modification, renewal and revocation by issuing authorities. Violations of or liabilities under environmental laws could result in fines or penalties, obligations to clean up contaminated properties or claims for property damage or personal injury. The Company believes that it is in material compliance with all such laws, regulations and permits, and under present conditions, it does not foresee that such laws and regulations will have a material adverse effect on its capital expenditures, earnings or competitive position.
Employees
As of December 31, 2004, the Company had 901 full-time employees, of which 177 were employed in the United States, 606 were employed in Mexico and 118 were employed in other countries. The Company also had 346 outside contract employees. In Mexico, some of the Company’s employees are unionized. The Company has in the past experienced union-related work stoppages in Mexico. Within the past five years, none of these stoppages have had any material impact on operations. The Company believes its relations with its employees are generally good. The Company’s employees are not unionized in any market outside of Mexico.
Recent Development
On February 17, 2005, the Company redeemed approximately $69.5 million of the outstanding 103/4% Notes at a premium of $7.4 million. In connection with the redemption of the 103/4% Notes, the Company wrote off $2.4 million of previously capitalized deferred financing fees. As a result, the Company expects to report $9.8 million as loss on extinguishment of debt in 2005. The redemption of the outstanding 103/4% Notes was funded through a series of equity offerings which resulted in Jafra S.A. subscribing to 316,270 new shares of the Company.
PART IV
Item 15.Exhibits and Financial Statement Schedules
(3) Exhibits. The following documents are exhibits to this Annual Report on Form 10-K.
| Incorporated by Reference | ||||||||||||
| Exhibit | ||||||||||||
| No. | Description of Document | Form | File No. | Exhibit | Filing Date | |||||||
| 3.1 | Certificate of Incorporation of CDRJ Acquisition Corporation, dated March 31, 1998 | S-4 | 333-62989 | 3.2 | September 4, 1998 | |||||||
| 3.2 | Certificate of Merger of Jafra Cosmetics International, Inc. into CDRJ Acquisition Corporation, dated April 30, 1998 | S-4 | 333-62989 | 3.3 | September 4, 1998 | |||||||
| 3.3 | Amended and Restated By-laws of Jafra Cosmetics International, Inc. (formerly CDRJ Acquisition | S-4 | 333-62989 | 3.4 | September 4, 1998 | |||||||
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| Incorporated by Reference | ||||||||||||
| Exhibit | ||||||||||||
| No. | Description of Document | Form | File No. | Exhibit | Filing Date | |||||||
| Corporation), as adopted on July 21, 1998 | ||||||||||||
| 3.4 | Deed of Incorporation (acta constitutiva), including all amendments thereto, and current by-laws (estatutos sociales) of Jafra Cosmetics International, S.A. de C.V., together with a unofficial summary thereof in English | S-4 | 333-62989 | 3.5 | September 4, 1998 | |||||||
| 3.5 | Deed of Incorporation (acta constitutiva), including all amendments thereto, and current by-laws (estatutos sociales) of Dirsamex, S.A. de C.V., together with a unofficial summary thereof in English | S-4/ A | 333-62989 | 3.7 | October 27, 1998 | |||||||
| 3.6 | Deed of Incorporation (acta constitutiva), including all amendments thereto, and current by-laws (estatutos sociales) of Jafra Cosmetics S.A. de C.V., formerly known as Jafra Cosmetics S. de R.L. de C.V., together with a unofficial summary thereof in English | S-4/ A | 333-62989 | 3.9 | October 27, 1998 | |||||||
| 3.7 | Deed of Incorporation (acta constitutiva), including all amendments thereto, and current by-laws (estatutos sociales) of Quali fax, S.A. de C.V., together with a unofficial summary thereof in English | S-4/ A | 333-62989 | 3.10 | October 27, 1998 | |||||||
| 3.8 | Deed of Incorporation (acta constitutiva), including all amendments thereto, and current by-laws (estatutos sociales) of Reday, S.A. de C.V., together with a unofficial summary thereof in English | S-4/ A | 333-62989 | 3.11 | October 27, 1998 | |||||||
| 3.9 | Deed of Incorporation (acta constitutiva), including all amendments thereto, and current by-laws (estatutos sociales) of Cosmeticos y Fragancias, S.A. de C.V., together with an unofficial summary thereof in English | 10-K | 333-106666 | 3.10 | April 2, 2001 | |||||||
| 3.10 | Notarial Deed and Resolutions, together with an unofficial summary thereof in English, for the transformation of Jafra Cosmetics S. de R.L. de C.V. into Jafra Cosmetics S.A. de C.V. | 10-K | 333-106666 | 3.12 | March 30, 2000 | |||||||
| 3.11 | Approval, dated as of April 17, 2000, by the Public Registry of Commerce of the United Mexican States of the merger of Consultoria Jafra S.A. de C.V. and Distribuidora Venus, S.A. de C.V. with and into Reday, S.A. de C.V., together with supporting shareholders’ resolutions and the unofficial English translation thereof | 10-Q | 333-106666 | 3.1 | August 14, 2000 | |||||||
| 3.12 | Notarial Deed and Resolutions, together with an unofficial summary thereof in English, for the changing of the corporate name from Reday, S.A. de C.V. to Distribuidora Venus, S.A. de C.V. as a consequence of the merger of Distribuidora Venus, S.A. de C.V. into Reday, S.A. de C.V. | 10-K | 333-106666 | 3.11 | April 2, 2001 | |||||||
| 3.13 | Notarial Deed and Resolutions, together with an unofficial summary thereof in English, for the renaming of Qualifax, S.A. de C.V. as Servi day S.A. de C.V. | 10-Q | 333-106666 | 3.1 | August 14, 2001 | |||||||
| 3.14 | Deed of Incorporation (acta constitutiva) and current by-laws (estatutos sociales) of Distribuidora Comercial Jafra S.A. de C.V., together with an unofficial summary thereof in English, dated February 26, 2003 | 10-Q | 333-106666 | 3.15 | May 8, 2003 | |||||||
| 3.15 | Articles of Association of Jafra Worldwide Holdings (Lux) S. àr.l., together with an unofficial summary thereof in English, dated February 24, 2003 | 10-Q | 333-106666 | 3.16 | May 8, 2003 | |||||||
| 3.16 | Amendment, dated May 20, 2003 of Jafra Cosmetics International, S.A. de C.V.’s by-laws providing for preferred shares, translation in English | S-4/A | 333-106666 | 3.16 | August 14, 2003 | |||||||
| 3.17 | Deed of Incorporation (acta constitutiva), including all amendments thereto, and current by-laws (estatutos sociales)of Jafra Fin, S.A. de C.V., translation in English | S-4/A | 333-106666 | 3.17 | August 14, 2003 | |||||||
| 4.1 | Credit Agreement, dated May 20, 2003, among Jafra Cosmetics International, Inc., Distribuidora Comercial Jafra, S.A. de C.V. and Jafra Worldwide Holdings (Lux) S.àr.l., the lenders named therein and Credit Suisse First Boston, as Administrative Agent and Collateral Agent | S-4 | 333-106666 | 4.1 | June 30, 2003 | |||||||
| 4.2 | Amendment No. 1, dated as of June 25, 2003, to the Credit Agreement, dated as of May 20, 2003, among Jafra Cosmetics International, Inc., Distribuidora | 10-K | 333-106666 | 4.2 | March 30, 2004 | |||||||
10
| Incorporated by Reference | ||||||||||||
| Exhibit | ||||||||||||
| No. | Description of Document | Form | File No. | Exhibit | Filing Date | |||||||
| Comercial Jafra, S.A. de C.V., Jafra Worldwide Holdings (Lux) S. àr.l., and Credit Suisse First Boston. | ||||||||||||
| 4.3 | Indemnity, Subrogation and Contribution Agreement, dated May 20, 2003, among Distribuidora Comercial Jafra, S.A. de C.V., Jafra Cosmetics International, S.A, de C.V., each Subsidiary of Jafra Cosmetics International, S.A. de C.V. listed on Schedule I thereto and Credit Suisse First Boston | S-4 | 333-106666 | 4.2 | June 30, 2003 | |||||||
| 4.4 | JCI Guarantee Agreement, dated May 20, 2003, between Jafra Cosmetics International, Inc. and Credit Suisse First Boston | S-4 | 333-106666 | 4.3 | June 30, 2003 | |||||||
| 4.5 | DCJ Guarantee Agreement, dated May 20, 2003, between Distribuidora Comercial, Jafra, S.A. de C.V. and Credit Suisse First Boston | S-4 | 333-106666 | 4.4 | June 30, 2003 | |||||||
| 4.6 | Mexican Subsidiary Guarantee Agreement, dated May 20, 2003, among Jafra Cosmetics International, S.A. de C.V., and each of the subsidiaries of Jafra Cosmetics International, S.A. de C.V. or Distribuidora Comercial Jafra, S.A. de C.V. listed on Schedule I thereto | S-4 | 333-106666 | 4.5 | June 30, 2003 | |||||||
| 4.7 | Parent Guarantee Agreement, dated May 20, 2003, between Jafra Worldwide Holdings (Lux) S.àr.l. and Credit Suisse First Boston | S-4 | 333-106666 | 4.6 | June 30, 2003 | |||||||
| 4.8 | Mexican Pledge Agreement, dated May 20, 2003, among CDRJ Latin America Holding Company B.V., Latin Cosmetics Holdings, B.V., Regional Cosmetics Holding, B.V., Southern Cosmetics Holdings B.V., CDRJ Mexico Holding Company B.V. and Credit Suisse First Boston | S-4 | 333-106666 | 4.7 | June 30, 2003 | |||||||
| 4.9 | Pledge Agreement, dated May 20, 2003 among Jafra Cosmetics International, Inc. and each of the subsidiaries of Jafra Cosmetics International, Inc. listed on Schedule I thereto and Credit Suisse First Boston | S-4 | 333-106666 | 4.8 | June 30, 2003 | |||||||
| 4.10 | Security Agreement, dated May 20, 2003, among Jafra Cosmetics International, Inc., each subsidiary of Jafra Cosmetics International, Inc. listed on Schedule I thereto and Credit Suisse First Boston | S-4 | 333-106666 | 4.9 | June 30, 2003 | |||||||
| 4.11 | Mexican Security Agreement, dated May 20, 2003, among Distribuidora Comercial Jafra, S.A. de C.V., Jafra Cosmetics International, S.A. de C.V., Dirsamex, S.A. de C.V., Serviday, S.A. de C.V., Jafra Fin, S.A. de C.V., Jafra Cosmetics, S.A. de C.V., and Cosmeticos y Fragancias, S.A. de C.V., translation in English | S-4/A | 333-106666 | 4.10 | August 14, 2003 | |||||||
| 4.12 | Deed of Trust, with Assignment of Leases and Rents, Fixture Filing and Security Agreement, dated May 19, 2003, from Jafra Cosmetics International, Inc. to Title Serv Agency, Inc., as trustee for the benefit of Credit Suisse First Boston | S-4 | 333-106666 | 4.11 | June 30, 2003 | |||||||
| 4.13 | Notarial Deed of Pledge, dated May 20, 2003, with respect to the pledge to Credit Suisse First Boston of 24 ordinary shares of the capital stock of CDRJ Europe Holding Company B.V. by Jafr Cosmetics International, Inc | S-4 | 333-106666 | 4.12 | June 30, 2003 | |||||||
| 4.14 | Notarial Deed of Pledge, dated May 20, 2003, with respect to the third party pledge to Credit Suisse First Boston of 40 ordinary shares of the capital stock of CDRJ Latin America Holding Company B.V. by CDRJ North Atlantic (Lux) S.àr.l. | S-4 | 333-106666 | 4.12 | June 30, 2003 | |||||||
| 4.15 | Indenture, dated May 20, 2003, by and among Jafra Cosmetics International, Inc., Distribuidora Comercial Jafra, S.A. de C.V., Jafra Worldwide Holdings (Lux) S.àr.l., CDRJ Investments (Lux) S.A. and U.S. Bank National Association | S-4 | 333-106666 | 4.14 | June 30, 2003 | |||||||
| 4.16 | First Supplemental Indenture, dated as of May 20, 2003, by and among Jafra Cosmetics International, S.A. de C.V., Distribuidora Comercial Jafra, S.A. de C.V., Dirsamex, S.A.de C.V., Distribuidora Venus, S.A. de C.V., Serviday, S.A. de C.V., Cosmeticos y Fragancias, | S-4 | 333-106666 | 4.15 | June 30, 2003 | |||||||
11
| Incorporated by Reference | ||||||||||||
| Exhibit | ||||||||||||
| No. | Description of Document | Form | File No. | Exhibit | Filing Date | |||||||
| S.A. de C.V., Jafra Cosmetics S. A. de C.V., Jafra Fin S.A. de C.V., Jafra Cosmetics International, Inc. and U.S. Bank National Association | ||||||||||||
| 4.17 | Registration Rights Agreement, dated May 20, 2003, by and among Jafra Cosmetics International, Inc., Distribuidora Comercial Jafra, S.A. de C.V., Jafra Worldwide Holdings (Lux) S.àr.l., CDRJ Investments (Lux) S.A. and the Initial Purchasers. | S-4 | 333-106666 | 4.16 | June 30, 2003 | |||||||
| 4.18 | Form of Global Note | S-4 | 333-106666 | 4.19 | June 30, 2003 | |||||||
| 4.19 | Amendment No. 2, dated as of May 27, 2004, to the Credit Agreement, dated as of May 20, 2003, among Jafra Cosmetics International, Inc., Distribuidora Comercial Jafra, S.A. de C.V., Jafra Worldwide Holdings (Lux) S.àr.l., certain Lenders thereunder and Credit Suisse First Boston. | 8-K | 333-106666 | 4.1 | May 28, 2005 | |||||||
| 4.20 | Restated Credit Agreement, dated as of August 16, 2004, among the Borrowers, the Company, the Lenders thereto, the Issuing Bank, The Bank of New York, as administrative agent and collateral agent for the Lenders. | 8-K | 333-106666 | 10.1 | August 19, 2005 | |||||||
| 10.1 | Amended and Restated Jafra Cosmetics International, Inc. Stock Incentive Plan, as adopted September 3, 1998.* | S-4/A | 333-62989 | 10.4 | October 27, 1998 | |||||||
| 10.2 | CDRJ Investments (Lux) S.A. Form of Management Stock Option Agreement.* | S-4/A | 333-62989 | 10.5 | October 27, 1998 | |||||||
| 10.3 | Amended and Restated Stock Purchase Warrant, dated September 30, 1998, by and between CDRJ Investments (Lux) S.A. and Jafra Cosmetics International, Inc. | S-4/A | 333-62989 | 10.6 | October 27, 1998 | |||||||
| 10.4 | Registration and Participation Agreement, dated April 30, 1998, among CDRJ Investments (Lux) S.A. and Clayton, Dubilier & Rice Fund V Limited Partnership and the other parties thereto. | S-4 | 333-62989 | 10.7 | September 4, 1998 | |||||||
| 10.5 | CDRJ Investments (Lux) S.A. Form of Management Stock Subscription Agreement.* | S-4/A | 333-62989 | 10.8 | October 27, 1998 | |||||||
| 10.6 | CDRJ Investments (Lux) S.A. Form of Individual Investor Stock Subscription Agreement.* | S-4/A | 333-62989 | 10.9 | October 27, 1998 | |||||||
| 10.7 | Jafra Cosmetics International, Inc. Supplemental Savings Plan, dated October 27, 1998.* | 10-Q | 333-62989 | 10.4 | May 17, 1999 | |||||||
| 10.8 | Jafra Cosmetics International, Inc. Special Supplemental Savings Plan for Non-United States-Source Income, dated January 20, 1999.* | 10-Q | 333-106666 | 10.2 | May 17, 1999 | |||||||
| 10.9 | Asset Purchase Agreement, dated as of June 10, 1999, as amended by Amendment No. 1, dated as of June 10, 1999 | 8-K | 333-106666 | 10.1 | June 25, 1999 | |||||||
| 10.10 | Amendment No. 1 to Asset Purchase Agreement, dated as of June 10, 1999 | 8-K | 333-106666 | 10.2 | June 25, 1999 | |||||||
| 10.11 | Manufacturing Agreement, dated as of June 10, 1999, by and between the Company and the Contractor, as amended by Amendment No. 1, dated as of June 22, 1999. | 8-K | 333-106666 | 10.3 | June 25, 1999 | |||||||
| 10.12 | Form of Amendment No. 1 to Manufacturing Agreement, dated as of June 10, 1999. | 8-K | 333-106666 | 10.4 | June 25, 1999 | |||||||
| 10.13 | Sale Agreement, dated as of September 29, 1999, between the Jafra Cosmetics International Inc. and Towns gate Road LLC. | 10-Q | 333-106666 | 10.1 | November 12, 1999 | |||||||
| 10.14 | Sale Agreement, dated as of October 15, 1999, between the Jafra Cosmetics International Inc. and Selv in Properties. | 10-Q | 333-106666 | 10.2 | November 12, 1999 | |||||||
| 10.15 | Trust Agreement dated May 20, 1999, by and between Jafra Cosmetics International, Inc. and Scudder Trust Company. | 10-K | 333-106666 | 10.20 | March 30, 2000 | |||||||
| 10.16 | First Amendment to Amended and Restated Jafra Cosmetics International, Inc. Stock Incentive Plan.* | 10-K | 333-106666 | 10.22 | April 2, 2001 | |||||||
| 10.17 | CDRJ Investments (Lux) S.A. Form of Management Stock Subscription Agreement, as amended.* | 10-K | 333-106666 | 10.23 | April 2, 2001 | |||||||
| 10.18 | Administrative Services Agreement, dated May 20, 2003, between Distribuidora Venus, S.A. de C.V. and | S-4 | 333-106666 | 10.21 | June 30, 2003 | |||||||
12
| Incorporated by Reference | ||||||||||||
| Exhibit | ||||||||||||
| No. | Description of Document | Form | File No. | Exhibit | Filing Date | |||||||
| Distribuidora Comercial Jafra, S.A. de C.V. | ||||||||||||
| 10.19 | Assignment Assumption and Liquidator Agreement, dated May 20, 2003, between CDRJ North Atlantic (Lux) Sàr.l and Jafra Worldwide Holdings (Lux) S.àr.l. | S-4 | 333-106666 | 10.22 | June 30, 2003 | |||||||
| 10.20 | Amended and Restated Indemnification Agreement, dated May 20, 2003, among CDRJ Investments (Lux) S.A., CDRJ North Atlantic (Lux) S.àr.l., Jafra Worldwide Holdings (Lux) S.àr.l., Jafra Cosmetics International, Inc., Jafra Cosmetics International, S.A. de C.V., Distribuidora Comercial Jafra, S.A. de C.V., CD&R Fund V and Clayton, Dubilier & Rice, Inc. | S-4 | 333-106666 | 10.23 | June 30, 2003 | |||||||
| 10.21 | Second Amended and Restated Consulting Services Agreement, dated May 20, 2003, among CDRJ Investments (Lux) S.A., CDRJ North Atlantic (Lux) S.àr.l., Jafra Worldwide Holdings (Lux) S.àr.l., Jafra Cosmetics International, Inc., Jafra Cosmetics International, S.A. de C.V., Distribuidora Comercial Jafra, S.A. de C.V. and CD&R | S-4 | 333-106666 | 10.24 | June 30, 2003 | |||||||
| 10.22 | Stock Purchase Agreement, dated May 20, 2003, among Jafra Cosmetics International, S.A. de C.V., Distribuidora Comercial Jafra, S.A. de C.V., CDRJ Latin American Holding Company B.V, Latin Cosmetics Holdings, B.V., Regional Cosmetics Holding, B.V., Southern Cosmetics Holdings, B.V. and CDRJ Mexico Holdings Company, B.V | S-4 | 333-106666 | 10.25 | June 30, 2003 | |||||||
| 10.23 | Stock Subscription and Guarantee Agreement, dated May 20, 2003, between Jafra Cosmetics International, S.A. de C.V. and Distribuidora Comercial Jafra, S.A. de C.V | S-4 | 333-106666 | 10.26 | June 30, 2003 | |||||||
| 10.24 | Purchase and Sale Agreement, dated May 20, 2003, between Distribuidora Venus, S.A. de C.V. and Distribuidora Comercial Jafra, S.A. de C.V. | S-4 | 333-106666 | 10.27 | June 30, 2003 | |||||||
| 10.25 | Registration and Participation Agreement, dated May 20, 2003, among CDRJ North Atlantic (Lux) S.àr.l. and Clayton, Dubilier & Rice Fund V Limited Partnership and other parties thereto | S-4 | 333-106666 | 10.28 | June 30, 2003 | |||||||
| 10.26 | Form of Contribution Agreement and Power of Attorney, among CDRJ Investments (Lux) S.A., Jafra Worldwide Holdings (Lux)S.àr.l., and the stockholders of CDRJ Investments (Lux) S.A. | S-4 | 333-106666 | 10.29 | June 30, 2003 | |||||||
| 10.27 | Form of Consent to Assignment of Stock Subscription Agreement, among CDRJ Investments (Lux) S.A., CDRJ North Atlantic (Lux) Sàr.l. and the stockholders of CDRJ Investments (Lux) S.A.* | S-4 | 333-106666 | 10.30 | June 30, 2003 | |||||||
| 10.28 | Form of Consent to Assignment, Assumption and Novation of Employment Agreement, between CDRJ Investments (Lux) S.A., Jafra Worldwide Holdings (Lux) Sàr.l., Jafra Cosmetics International, Inc. and certain executives party to employment agreements pursuant to which such executives are employed by Jafra Cosmetics International, Inc.* | S-4 | 333-106666 | 10.31 | June 30, 2003 | |||||||
| 10.29 | Form of Amendment to Management Stock Option Agreement.* | S-4/A | 333-106666 | 10.35 | August 14, 2003 | |||||||
| 10.30 | Purchase Agreement, dated as of May 2, 2003, by and among Jafra Cosmetics International, Inc., Distribuidora Comercial Jafra, S.A. de C.V., Jafra Worldwide Holdings (Lux)S.àr.l., CDRJ Investments (Lux) S.A. | S-4 | 333-106666 | 10.36 | June 30, 2003 | |||||||
| 10.31 | Exchange Agreement among Jafra Cosmetics International, Inc., Distribuidora Comercial Jafra, S.A. de C.V. and U.S. Bank National Association | 10-K | 333-106666 | 10.1 | November 13, 2003 | |||||||
| 10.32 | Stock Subscription Agreement, dated April 30, 1998, between CDRJ Investments (Lux) S.A. and Clayton, Dubilier & Rice V Limited Partnership | 10-K | 333-106666 | 10.32 | March 30, 2004 | |||||||
| 10.33 | Amendment to Employment Agreement of Michael DiGregorio, between Michael DiGregorio, Jafra Worldwide Holdings (Lux) S.àr.l. and Jafra Cosmetics | 10-K | 333-106666 | 10.33 | March 30, 2004 | |||||||
13
| Incorporated by Reference | ||||||||||||
| Exhibit | ||||||||||||
| No. | Description of Document | Form | File No. | Exhibit | Filing Date | |||||||
| International, Inc., dated as of February 26, 2004.* | ||||||||||||
| 10.34 | Redemption Agreement, dated February 13, 2004, between Ademar Serodio and CDRJ North Atlantic (Lux) S.àr.l | 10-K | 333-106666 | 10.34 | March 30, 2004 | |||||||
| 10.35 | Transfer of Option Agreement, dated February 13, 2004, by Ademar Serodio, | 10-K | 333-106666 | 10.35 | March 30, 2004 | |||||||
| 10.36 | Employment Agreement, dated April 30, 1998, between Ronald B. Clark and CDRJ Investments (Lux) S.A.* | 10-K | 333-106666 | 10.36 | March 30, 2004 | |||||||
| 10.37 | Employment Agreement, dated June 1, 1998, between Michael DiGregorio and CDRJ Investments (Lux) S.A.* | 10-K | 333-106666 | 10.37 | March 30, 2004 | |||||||
| 10.38 | Addendum to Employment Agreement, dated June 4, 1999, among CDRJ Investments (Lux) S.A., Jafra Cosmetics International, Inc. and Michael DiGregorio.* | 10-K | 333-106666 | 10.38 | March 30, 2004 | |||||||
| 10.39 | Employment Agreement, dated June 1, 1998, between Jaime Lopez Guirao and CDRJ Investments (Lux) S.A.* | 10-K | 333-106666 | 10.39 | March 30, 2004 | |||||||
| 10.40 | Employment Agreement, dated April 30, 1998, between Ralph S. Mason, III and CDRJ Investments (Lux) S.A.* | 10-K | 333-106666 | 10.40 | March 30, 2004 | |||||||
| 10.41 | Employment Agreement, dated April 30, 1998, between Gonzalo Rubio and CDRJ Investments (Lux) S.A.* | 10-K | 333-106666 | 10.41 | March 30, 2004 | |||||||
| 10.42 | Confidential General Release and Separation Agreement, dated as of March 2, 2004, between Jaime Lopez Guirao, CDRJ North Atlantic (Lux) S.àr.l. and Jafra Cosmetics International, Inc.* | 10-K | 333-106666 | 10.42 | March 30, 2004 | |||||||
| 10.43 | Assignment, Assumption and Consent Agreement, dated February 6, 2004, among Michael DiGregorio, Dale Martin, Jr., as trustee, and CDRJ Investments (Lux) S.A.* | 10-K | 333-106666 | 10.42 | March 30, 2004 | |||||||
| 10.44 | Stock Purchase Agreement, dated as of March 29, 2004, among Vorwerk & Co. eins GmbH, CDRJ North Atlantic (Lux) S.àr.l. and the stockholders of CDRJ Investments (Lux) S.A., the indirect owners of CDRJ North Atlantic (Lux) S.àr.l. | 10-Q | 333-106666 | 10.1 | May 14, 2004 | |||||||
| 10.45 | Employment Agreement with Gary Eshleman, effective October 1, 2004.* | 8-K | 333-106666 | 10.1 | January 28, 2005 | |||||||
| 10.46 | Employment Agreement with Beatriz Gutai, effective October 1, 2004.* | 10-K | 333-106666 | 10.46 | March 31, 2005 | |||||||
| 21.1 | Subsidiaries of the registrant | 10-K | 333-106666 | 21.1 | March 31, 2005 | |||||||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer. | Filed herewith | ||||||||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification by Chief Financial Officer | Filed herewith | ||||||||||
| 32.1 | Certification furnished by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith | ||||||||||
| 32.2 | Certification furnished by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed herewith | ||||||||||
| * | Indicates a management contract or compensatory plan. | |
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 22, 2005 | Jafra Worldwide Holdings (Lux) S.àR.L | |||
| /s/ RONALD B. CLARK | ||||
| Name: Ronald B. Clark | ||||
| Title: Chief Executive Officer and Director |
15