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: July 11, 2016

(Date of earliest event reported: July 11, 2016)

(Exact Name of Registrant as Specified in its Charter)

(Registrant’s telephone number, including area code)

(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 7.01. Regulation FD Disclosure.

The purpose of this Current Report on Form 8-K is to disclose, for purposes of Regulation FD, certain information that will be included in an investor presentation to be delivered by Revlon Consumer Products Corporation (“RCPC”), a wholly owned subsidiary of Revlon, Inc. (together with RCPC, the “Company”), in connection with the pending merger of a wholly owned subsidiary of RCPC with Elizabeth Arden, Inc., as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2016. Presentation materials containing such information (collectively, the “Materials”) are attached to this Current Report on Form 8-K as Exhibit 99.1 and are incorporated by reference herein in their entirety.

The Materials contain non-GAAP financial measures. Please refer to the Appendix to the Materials for disclosures regarding those non-GAAP financial measures, including reconciliations to the most directly comparable GAAP measures.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 7.01 shall be deemed to be “furnished” to the SEC and not be deemed to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Forward-Looking Statements

Certain of the statements contained in the Materials constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Please see slides 2 and 3 of the Materials for information regarding such forward-looking statements, including meaningful cautionary statements relating thereto.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

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.

EXHIBIT INDEX

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