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):
June 2, 2006 (June 1, 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.
On June 1, 2006, Revlon, Inc. ("Revlon"), the parent company of Revlon
Consumer Products Corporation, entered into a fifth amendment to its Investment
Agreement, dated as of February 20, 2004 (the "Fifth Amendment to Investment
Agreement"), with MacAndrews & Forbes Holdings Inc. (together with its
affiliates, "M&F") to facilitate Revlon's plans to issue $75 million of equity
by March 31, 2007, rather than by June 30, 2006, as was previously-announced.
Pursuant to Revlon's intention to conduct the $75 million equity issuance
on or before March 31, 2007, the Fifth Amendment to Investment Agreement extends
M&F's back-stop of the $75 million equity issuance from June 30, 2006 until
March 31, 2007.
A copy of the Fifth Amendment to Investment Agreement is attached hereto as
Exhibit 10.1 and its terms are incorporated by reference herein.
ITEM 7.01. REGULATION FD DISCLOSURE.
On June 2, 2006, Revlon issued a press release (the "Press Release")
regarding, among other things, the Company's current expectation as to its
outlook for 2006 and beyond, the status of its Vital Radiance and Almay brand
initiatives, as well as its intent to defer its $75 million equity offering to
later in 2006 or in early 2007 and to defer consideration of the
previously-announced proposed refinancing of its current credit facility.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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10.1 Fifth Amendment to Investment Agreement, dated
June 1, 2006 (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K of
Revlon, Inc. furnished to the Securities and
Exchange Commission on June 2, 2006).
99.1 Press Release, dated June 2, 2006 (incorporated
by reference to Exhibit 99.1 to the Current
Report on Form 8-K of Revlon, Inc. furnished to
the Securities and Exchange Commission on June 2,
2006).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REVLON CONSUMER PRODUCTS CORPORATION
By: /s/ Robert K. Kretzman
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Robert K. Kretzman
Executive Vice President and Chief Legal Officer
Date: June 2, 2006
EXHIBIT INDEX
Exhibit No. Description
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10.1 Fifth Amendment to Investment Agreement, dated June
1, 2006 (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K of Revlon, Inc.
furnished to the Securities and Exchange Commission
on June 2, 2006).
99.1 Press Release, dated June 2, 2006 (incorporated by
reference to Exhibit 99.1 to the Current Report on
Form 8-K of Revlon, Inc. furnished to the Securities
and Exchange Commission on June 2, 2006).