UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
January 18, 2006 (January 13, 2006)
Revlon Consumer Products Corporation
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(Exact name of Registrant as specified in its Charter)
Delaware 33-59650 13-3662953
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
237 Park Avenue
New York, New York 10017
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(Address of principal executive offices) (Zip code)
(212) 527-4000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b) On January 18, 2006, Revlon, Inc. ("Revlon") announced that Thomas E.
McGuire, Chief Financial Officer and Executive Vice President of Revlon, Inc.
and its wholly-owned subsidiary, Revlon Consumer Products Corporation ("RCPC"
and, together with Revlon, the "Company"), and David L. Kennedy, President of
International and Executive Vice President of the Company, will rotate their
positions and responsibilities.
The rotation of responsibilities will be effective in March 2006 after the
Company files its Annual Report on Form 10-K for the fiscal year ended December
31, 2005. Mr. McGuire and Mr. Kennedy will work together during the first
quarter of 2006 to ensure a smooth transition.
Mr. Kennedy, 59, joined Revlon in June 2002. His 33-year business career
includes 20 years in senior finance and accounting positions. From 1998 to 2001,
Mr. Kennedy was Managing Director of Coca-Cola Amatil Limited, a publicly-held
company based in Sydney, Australia. Prior to 1998, Mr. Kennedy held several
senior management and senior financial positions with The Coca-Cola Company and
its divisions and affiliated companies, which he joined in 1980. These included
serving as General Manager of The Coca-Cola Fountain Division from 1992 to 1997
and in various key financial positions from 1983 to 1987 for Columbia Pictures
Industries, Inc., then a wholly-owned subsidiary of The Coca-Cola Company,
including as Corporate Controller and Senior Vice President of Finance, where he
was responsible for financial reporting and internal controls. He spent the
first eight years of his career at Ernst & Young.
Mr. Kennedy's existing employment agreement, which has not yet been amended to
reflect his new responsibilities as the Company's Chief Financial Officer and
Executive Vice President, is filed as Exhibit 99.1 attached hereto and is
incorporated herein by reference.
A copy of the press release issued by the Company on January 18, 2006 announcing
these management rotations, pursuant to board resolutions adopted on January 13,
2006, is attached as Exhibit 99.2 and is incorporated herein by reference.
(c) To the extent applicable, the contents of Item 5.02(b) above are
incorporated into this Item 5.02(c) by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Employment Agreement between Revlon Consumer Products
Corporation and David L. Kennedy, dated as of June 10, 2002
(incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K of Revlon, Inc. filed with the Securities
and Exchange Commission on January 18, 2006).
99.2 Press release issued by Revlon, Inc. on January 18, 2006
(incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K of Revlon, Inc. filed with the Securities
and Exchange Commission on January 18, 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
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Robert K. Kretzman
Executive Vice President, Chief Legal
Officer, General Counsel and Secretary
Date: January 18, 2006
EXHIBIT INDEX
Exhibit No. Description
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99.1 Employment Agreement between Revlon Consumer Products
Corporation and David L. Kennedy, dated as of June 10, 2002
(incorporated by reference to Exhibit 99.1 to the Current
Report on Form 8-K of Revlon, Inc. filed with the Securities
and Exchange Commission on January 18, 2006).
99.2 Press release issued by Revlon, Inc. on January 18, 2006
(incorporated by reference to the Current Report on Form 8-K
of Revlon, Inc. filed with the Securities and Exchange
Commission on January 18, 2006).