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):
February 24, 2006 (February 22, 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 1.01 Entry into a Material Definitive Agreement
Revlon Executive Bonus Plan
For purposes of the SEC's rules on events required to be reported on Form
8-K, the Revlon Executive Bonus Plan (the "Bonus Plan") is a cash bonus plan in
which executives and key employees including, among others, the "named executive
officers" of the Company, are eligible to participate. The Bonus Plan is an
executive bonus plan that is intended to qualify for favorable tax treatment
under Section 162(m) of the Internal Revenue Code, as amended. Participants in
the Bonus Plan, including "named executive officers" for purposes of the
Company's proxy statement, are eligible to receive annual cash bonuses payable
pursuant to the Bonus Plan, based upon the achievement of one or more
pre-established, objective performance goals ("performance factors") established
by a committee of the Board of Directors that administers the Bonus Plan (the
"Committee"). The Committee consists of the Compensation and Stock Plan
Committee of the Board of Directors of Revlon, Inc.
On February 22, 2006, the Compensation and Stock Plan Committee of the
Board of Directors of Revlon, Inc. determined that the performance factors for
2006 would be EBITDA, consumption and net sales (collectively, the "2006
Performance Factors"). The actual bonus amount payable to each named executive
officer pursuant to the Bonus Plan, if any, will be based upon the percentage by
which the established 2006 Performance Factors are met or exceeded.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Robert K. Kretzman
Robert K. Kretzman
Executive Vice President, Chief Legal
Officer, General Counsel and Secretary
Date: February 24, 2006