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: September 19, 2006
(Date of earliest event reported): (September 18, 2006)
Revlon Consumer Products Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-59650 13-3662953
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
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
(Registrant's telephone number, including area code)
None
(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.
See Items 5.02(2) and 5.02(4) below which are incorporated by reference into
this Item 1.01.
Item 1.02 Termination of Material Definitive Agreement.
See Item 5.02(2) below which is incorporated by reference into this Item 1.02.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
1. Appointment of David L. Kennedy as President, CEO and Director. On September
18, 2006, Revlon, Inc. ("Revlon"), the parent company of Revlon Consumer
Products Corporation ("RCPC," and together with Revlon, the "Company"),
announced that its Board of Directors has elected David L. Kennedy as a Director
and as President and Chief Executive Officer. He succeeds Jack L. Stahl, who is
leaving the Company to pursue other interests. Mr. Kennedy previously served as
the Company's Executive Vice President, Chief Financial Officer and Treasurer.
While Mr. Kennedy's appointment is effective immediately, Mr. Stahl has agreed
to stay on as an advisor for 30 days to ensure a smooth transition to the new
leadership.
2. Termination of Jack L. Stahl's Employment Agreement. On September 18, 2006,
the Company and Mr. Stahl terminated Mr. Stahl's employment agreement, as
amended, pursuant to a separation agreement providing that Mr. Stahl will
receive the separation benefits that he is entitled to receive under his
employment agreement. Mr. Stahl will act as an advisor to Mr. Kennedy for a
subsequent one-month period to ensure a smooth transition. Mr. Stahl's
employment agreement, dated as of February 17, 2002, and the first amendment to
such employment agreement, are filed with the SEC, respectively, as Exhibit
10.17 to Revlon's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2002 (filed with the SEC on May 15, 2002) and Exhibit 10.35 to
Revlon's Current Report on Form 8-K filed with the SEC on December 17, 2004.
3. Certain Other Information. Mr. Kennedy's biographical information is included
in the Revlon's Annual Report on Form 10-K for the fiscal period ended December
31, 2005, which was filed with the SEC on March 2, 2006. Mr. Kennedy does not
have any family relationships with any of the Company's directors or executive
officers and is not a party to any transactions listed in Item 404(a) of
Regulation S-K.
4. Amendment to Mr. Kennedy's Employment Agreement. To reflect his new roles and
responsibilities as described in section 1 above, the Company entered into an
amendment to Mr. Kennedy's employment agreement. A copy of this amendment is
filed as Exhibit 10.1 attached hereto and the terms and conditions of such
amendment are incorporated by reference into this Item 5.02. Mr. Kennedy's
employment agreement with the Company, dated as of June 10, 2002, and the first
amendment thereto dated as of March 2, 2006 were filed with the SEC,
respectively, as Exhibit 99.1 to Revlon's Current Report on Form 8-K filed with
the SEC on January 18, 2006 and as Exhibit 10.9 to Revlon's Annual Report on
Form 10-K for the fiscal year ended December 31, 2005 filed with the SEC on
March 2, 2006.
5. Press Release. A copy of the press release issued by Revlon on September 18,
2006 announcing these management changes is attached as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Second Amendment to Employment Agreement, dated as of
September 18, 2006, between Revlon Consumer Products
Corporation and David L. Kennedy (incorporated by reference
to Exhibit 10.1 of the Current Report on Form 8-K of Revlon,
Inc. filed with the Securities and Exchange Commission on
September 19, 2006).
99.1 Press Release dated September 18, 2006 (incorporated by
reference to Exhibit 99.1 of the Current Report on Form 8-K
of Revlon, Inc. filed with the Securities and Exchange
Commission on September 19, 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: September 19, 2006
EXHIBIT INDEX
Exhibit No. Description
10.1 Second Amendment to Employment Agreement, dated as of
September 18, 2006, between Revlon Consumer Products
Corporation and David L. Kennedy (incorporated by reference
to Exhibit 10.1 of the Current Report on Form 8-K of Revlon,
Inc. filed with the Securities and Exchange Commission on
September 19, 2006).
99.1 Press Release dated September 18, 2006 (incorporated by
reference to Exhibit 99.1 of the Current Report on Form 8-K
of Revlon, Inc. filed with the Securities and Exchange
Commission on September 19, 2006).