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| REV > SEC Filings for REV > Form 8-K on 8-Oct-2009 | All Recent SEC Filings |
8-Oct-2009
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance S
Agreement, dated as of August 9, 2009 (as amended on September 23, 2009, the
"Contribution and Stockholder Agreement"), representing one share of Class A
Common Stock for each share of Class A Common Stock exchanged in the Exchange
Offer, have been issued in transactions that are not registered under the
Securities Act of 1933, as amended (the "Securities Act").
The shares of Revlon's Series A Preferred Stock issued in the Exchange Offer
have been issued pursuant to an exemption under Section 3(a)(9) of the
Securities Act.
The shares of Revlon's Class A Common Stock issued to an affiliate of MacAndrews
& Forbes have been be issued to an accredited investor in reliance on exemptions
from registration under Section 4(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder, and in reliance on MacAndrews & Forbes
representations in the Contribution and Stockholder Agreement that, among other
things, MacAndrews & Forbes is an "accredited investor" within the meaning of
Rule 501 of Regulation D. Appropriate restrictive legends have been affixed to
the certificates representing shares of Revlon's Class A Common Stock issued to
an affiliate of MacAndrews & Forbes pursuant to the Contribution and Stockholder
Agreement.
The information set forth in the sections of the Third Amended and Restated
Offer to Exchange titled "The Contribution and Stockholder Agreement" and "Terms
of the Exchange Offer-Exchange Offer Consideration" is incorporated by reference
into this Item 3.02.
Item 3.03. Material Modification to Rights of Security Holders.
The shares of Series A Preferred Stock issued by Revlon on October 8, 2009
pursuant to the Exchange Offer rank senior to Revlon's Class A Common Stock and
Class B Common Stock, par value $0.01 per share, with respect to dividends,
distributions and any distributions upon any liquidation, winding up or
dissolution of Revlon.
The information set forth in the section of the Third Amended and Restated Offer
to Exchange titled "Description of Series A Preferred Stock," the Certificate of
Designation and Item 5.03 of this Current Report on Form 8-K are incorporated by
reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 8, 2009, Revlon amended its certificate of incorporation to
(1) clarify that the provision requiring that holders of its Class A Common
Stock and holders of its Class B Common Stock receive the same consideration in
certain business combinations shall only apply in connection with transactions
involving third parties and (2) increase the number of Revlon's authorized
shares of preferred stock from 20 million to 50 million and, accordingly, to
increase the number of Revlon's authorized shares of capital stock from
1,120,000,000 to 1,150,000,000.
The foregoing description of the amendment to Revlon's certificate of
incorporation is qualified in its entirety by the full terms of such amendment,
a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1
and is incorporated into this Item 5.03 by reference.
In connection with the Exchange Offer, Revlon adopted the Certificate of
Designation, a copy of which is attached as Exhibit 4.1 to this Current Report
on Form 8-K and is incorporated into this Item 5.03 by reference. The
information set forth in the section of the Third Amended and Restated Offer to
Exchange titled "Description of Series A Preferred Stock" is incorporated into
this Item 5.03 by reference.
Item 8.01. Other Events.
In connection with the consummation of the Exchange Offer, pursuant to the
Contribution and Stockholder Agreement between Revlon and MacAndrews & Forbes,
on October 8, 2009, Revlon and MacAndrews & Forbes entered into a Contribution,
Assignment and Assumption Agreement, pursuant to which MacAndrews & Forbes made
the Loan Contribution.
On October 8, 2009, Revlon issued a press release (the "Press Release")
announcing the consummation of the Exchange Offer.
The full text of the Press Release is attached to this Current Report on Form
8-K as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Exhibit No. Description
3.1 Certificate of Amendment to the Restated Certificate of Incorporation of
Revlon, Inc., filed October 8, 2009 (incorporated by reference to
Exhibit (d)(10) to Amendment No. 8 to the Tender Offer Statement and
Schedule 13E-3 Transaction Statement on Schedule TO filed by Revlon,
Inc. with the U.S. Securities and Exchange Commission on October 8,
2009).
4.1 Certificate of Designation of Series A Preferred Stock of Revlon, Inc.,
filed October 8, 2009 (incorporated by reference to Exhibit (d)(9) to
Amendment No. 8 to the Tender Offer Statement and Schedule 13E-3
Transaction Statement on Schedule TO filed by Revlon, Inc. with the U.S.
Securities and Exchange Commission on October 8, 2009).
99.1 Press Release of Revlon, Inc., dated October 8, 2009 (incorporated by
reference to Exhibit (a)(5)(M) to Amendment No. 8 to the Tender Offer
Statement and Schedule 13E-3 Transaction Statement on Schedule TO filed
by Revlon, Inc. with the U.S. Securities and Exchange Commission on
October 8, 2009).
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