UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): November 5, 2008
Revlon, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-11178
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13-3662955 |
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| (State or Other Jurisdiction of
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(Commission
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(I.R.S. Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 237 Park Avenue |
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| New York, New York
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10017 |
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| (Address of Principal Executive Offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events
Revlon, Inc. (“Revlon” or together with is subsidiaries, the “Company”) is filing this Current
Report on Form 8-K (the “Form 8-K”) to reflect the impact of the Company’s July 28, 2008
disposition of its non-core Bozzano business, a leading men’s hair care and shaving line of
products, and certain other non-core brands, including Juvena and
Aquamarine, which were sold by the Company only
in the Brazilian market (the “Bozzano Sale Transaction”) on the historical consolidated financial
statements and Management’s Discussion and Analysis of Financial Condition and Results of
Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2007, filed with the SEC on March 5, 2008 (the “2007 Form 10-K”). The Bozzano Sale Transaction
was effected through the sale of the Company’s indirect Brazilian subsidiary, Ceil Comércio E
Distribuidora Ltda. (“Ceil”) to Hypermarcas S.A., a Brazilian publicly-traded consumer products
company.
As a result of the Bozzano Sale Transaction, in accordance with the Statement of Financial
Accounting Standards No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”
(“SFAS No. 144”), the revenues and expenses associated with Ceil will be classified as discontinued
operations beginning in the Company’s Quarterly Report on Form 10-Q for the fiscal period ending
September 30, 2008. Under SEC requirements, the same classification as discontinued operations
required by SFAS No. 144 is also required for previously issued financial statements for each of
the three years presented in the Company’s 2007 Form 10-K, if those financial statements are
incorporated by reference in certain subsequent filings with the SEC made under the Securities Act
of 1933, as amended, even though those financial statements relate to periods prior to the Bozzano
Sale Transaction.
Accordingly, this Form 8-K is being filed to reflect the reclassification of Ceil as a
discontinued operation on the statement of operations and statement of cash flows for the fiscal
year ended December 31, 2007 and to account for Ceil’s being reclassified as a discontinued
operation as a result of the Bozzano Sale Transaction by updating the following sections of the
2007 Form 10-K: (i) the description of the Company’s Business included in Part I, Item 1 of the
2007 Form 10-K; (ii) the Selected Financial Data included in Part II, Item 6 of the 2007 Form 10-K;
(iii) Management’s Discussion and Analysis of Financial Condition and Results of Operations
included in Part II, Item 7 of the 2007 Form 10-K; and (iv) the Financial Statements and
Supplementary Data incorporated in Part II, Item 8 of the 2007 Form 10-K.
In addition, Revlon is filing this Form 8-K to reflect the impact of a reverse stock split of
Revlon, Inc.’s Class A and Class B common stock at a split ratio of 1-for-10 (the “Reverse Stock
Split”) effected by Revlon, Inc. on September 15, 2008. This Form 8-K retroactively restates
selected sections of the 2007 Form 10-K to reflect the impact of the Reverse Stock Split on per
share amounts, weighted average shares outstanding and shares outstanding, as well as outstanding
restricted stock, restricted stock units, stock options and stock appreciation rights.
Based solely on the foregoing, the following items in the 2007 Form 10-K are updated in this
Form 8-K:
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Amounts reported in the Consolidated Balance Sheets; |
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Amounts reported in the Consolidated Statements of Operations; |
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Amounts reported in Item 6, Part II, Selected Financial Data; |
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Amounts reported in the Consolidated Statements of Cash Flows; |
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In the MD&A – Overview of Sales and Earnings Results and Results of Operations, for the
respective years ended December 31st. |
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2007 |
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2006 |
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2005 |
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10-K |
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8-K |
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10-K |
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8-K |
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10-K |
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8-K |
Net Sales |
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$ |
1,400.1 |
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$ |
1,367.1 |
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$ |
1,331.4 |
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$ |
1,298.7 |
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$ |
1,332.3 |
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$ |
1,303.5 |
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Gross Profit |
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877.2 |
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861.4 |
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785.9 |
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771.0 |
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824.2 |
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810.5 |
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SG&A Expenses |
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748.9 |
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735.7 |
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808.7 |
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795.6 |
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757.8 |
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746.3 |
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Restructuring costs and
other, net |
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7.3 |
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7.3 |
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27.4 |
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27.4 |
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1.5 |
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1.5 |
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Other Expenses: |
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Interest Expense |
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136.3 |
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135.6 |
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148.8 |
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147.7 |
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130.0 |
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129.5 |
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Loss on early
extinguishment of debt |
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0.1 |
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0.1 |
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23.5 |
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23.5 |
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9.0 |
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9.0 |
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Miscellaneous (Income)
Expense |
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(1.8 |
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(0.4 |
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3.8 |
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3.9 |
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(0.5 |
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(0.4 |
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Provision for Income Taxes |
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8.0 |
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7.5 |
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20.1 |
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20.1 |
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8.5 |
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8.2 |
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Net loss |
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(16.1 |
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(16.1 |
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(251.3 |
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(251.3 |
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(83.7 |
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(83.7 |
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The Company has not modified, changed, amended or updated in this Form 8-K any of the
information set forth in the 2007 Form 10-K, as previously filed, except to the extent required
under U.S. generally accepted accounting principles to reflect Ceil’s reclassification as a
discontinued operation as a result of the Bozzano Sale Transaction and to reflect the impact of the
Reverse Stock Split. As a result, this Form
8-K contains forward looking information which has not
been updated for events or results occurring subsequent to the 2007 Form 10-K’s March 5, 2008
filing with the SEC. Accordingly, except as set forth above or as
otherwise contained in this Form
8-K, this Form 8-K continues to speak as of the March 5, 2008 SEC filing date of the 2007 Form
10-K.
In addition, in connection with the filing of this Form 8-K and pursuant to Section 12b-15 of
the Securities Exchange Act of 1934, as amended, Revlon is including the consent of its Independent
Registered Public Firm. No other information contained in the 2007 Form 10-K is being updated by
this Form 8-K.
Item 9.01. Financial Statements and Exhibits
| 23.1 |
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Consent of KPMG LLP. |
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| 99.1 |
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Description of the Business, updated to reflect the reclassification of Ceil as a
discontinued operation and the Reverse Stock Split (which updates Part I, Item 1 of the 2007
Form 10-K filed with the SEC on March 5, 2008). |
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| 99.2 |
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities, updated to reflect the reclassification of Ceil as a discontinued operation
and the Reverse Stock Split for the fiscal years ended December 31, 2007 and 2006 (which
updates Part II, Item 5 of the 2007 Form 10-K filed with the SEC on March 5, 2008). |
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| 99.3 |
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Selected Financial Data, updated to reflect the reclassification of Ceil as a discontinued
operation and the Reverse Stock Split for the fiscal years ended December 31, 2007, 2006,
2005, 2004 and 2003 (which updates Part II, Item 6 of the 2007 Form 10-K filed with the SEC on
March 5, 2008). |
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| 99.4 |
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Management’s Discussion and Analysis for Financial Condition and Results of Operations
updated to reflect the reclassification of Ceil as a discontinued operation and the Reverse
Stock Split for the fiscal years ended December 31, 2007, 2006 and 2005 (which updates Part
II, Item 7 of the 2007 Form 10-K filed with the SEC on March 5, 2008). |
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| 99.5 |
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Consolidated Financial Statements and notes thereto updated to reflect the reclassification
of Ceil as a discontinued operation and the Reverse Stock Split for the fiscal years ended
December 31, 2007, 2006 and 2005 (which updates Part II, Item 8 of the 2007 Form 10-K filed
with the SEC on March 5, 2008). |