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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): December 4, 1996
RENAISSANCE COSMETICS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 33-87280 06-1396287
(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification No.)
955 Massachusetts Avenue
Cambridge, Massachusetts 02139
(Address of Principal (Zip Code)
Executive Offices)
(617) 497-5584
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 4, 1996, the Registrant, through its wholly-owned subsidiary,
Renaissance Acquisition, Inc. ("RAI"), consummated the merger of RAI with and
into MEM Company, Inc. ("MEM") with MEM as the surviving corporation in the
merger (the "Merger"). MEM distributes a diversified line of fragrances and
toiletries in the mass market distribution channel.
Pursuant to the Agreement and Plan of Merger dated as of August 6, 1996
(the "Merger Agreement") by and among Registrant and MEM, on December 4, 1996
(the "Closing Date"), RAI was merged with and into MEM, whereupon RAI's
separate existence ceased and MEM as the surviving corporation became a
wholly-owned subsidiary of Registrant and all of the then-outstanding shares
of MEM's common stock, par value $0.05 per share (the "Shares") (other than
Shares held by RAI, Registrant and any of its subsidiaries, or in the
treasury of MEM, all of which was cancelled, and Shares held by shareholders,
if any who perfected their appraisal rights under Section 623 of the New York
Business Corporation Law). The aggregate consideration paid to the equity
holders of MEM in connection with the Merger was $19.75 million.
Additionally, Registrant discharged liabilities of MEM in the amount of $18.1
million and shall discharge certain other liabilities (the amount of which
cannot be determined until subsequent to the Merger) and incurred fees and
expenses of approximately $0.8 million. Such consideration was paid by
Registrant primarily from borrowings under a Senior Secured Credit Agreement
with the lenders named therein. Among the shareholders of MEM whose Shares
were converted was Gay A. Mayer, ("Mayer"), the Chairman, President, Chief
Executive Officer and a director of MEM and certain members of his family who
together beneficially owned approximately 70.1% of the outstanding Shares
prior to their conversion. Additionally, on the Closing Date, each issued an
outstanding share of common stock, no par value, of RAI was converted into
one share of common stock, no part value, of MEM. MEM has facilities located
in Northvale, NJ, Boucherville, Quebec and the United Kingdom.
The nature and amount of consideration paid in connection with the Merger
was determined based on negotiations between the Registrant and Board of
Directors of MEM. Prior to the Merger, there were no material relationships
among the Registrant or any of its affiliates, directors or officers or any
associates thereof and the MEM Shareholders and/or MEM. In connection with the
Merger, Registrant has entered into an employment agreement with Mayer
for 30 months and has granted Mayer an option to purchase 5,000 shares of Common
Stock subject to the terms and conditions of an Option Agreement between
Registrant and Mr. Mayer. Also, in connection with the Merger, Registrant
offered selected employees bonuses provided that such employees continue to be
employed through varying dates through the first quarter of calendar year 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. It is impracticable to
provide the financial information required under Item 7(a) of Form 8-K at the
time this Form 8-K is required to be filed. In accordance with Item 7(a)(4)
of Form 8-K, the Registrant will file the required pro forma financial
information under cover of Form 8-K/A as soon as practicable, but not later
than February 17, 1997.
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2. Unaudited financial statements for MEM Company for the three quarters
ended September 30, 1996. (Incorporated by reference to MEM Company,
Inc.'s Quarterly Report filed on Form 10-Q for the fiscal quarter
ended September 30, 1996 (File No. 1-5292)).
(b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to provide the pro
forma financial information required under Item 7(b) of Form 8-K at the
time this Form 8-K is required to be filed. In accordance with Item
7(b)(2) of Form 8-K, the Registrant will file the required pro forma
financial information under cover of Form 8-K/A as soon as practicable, but
not later than February 17, 1997.
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(c) EXHIBITS.
2.1 Agreement and Plan of Merger by and among Renaissance Cosmetics, Inc.,
Renaissance Acquisition, Inc. and MEM Company, Inc. dated as of August
6, 1996 (incorporated by reference to Exhibit No. 10.71 to the MEM
Company, Inc.'s Quarterly Report filed on Form 10-Q for the fiscal
quarter ended June 30, 1996.)
99.1 Form of Stay Bonus Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RENAISSANCE COSMETICS, INC.
(Registrant)
/s/ John R. Jackson
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Date: December 19, 1996 By: John R. Jackson
Title: Vice President and General Counsel
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CONFIDENTIAL MEMORANDUM - EMPLOYEE STAY BONUS PROGRAM
TO: [EMPLOYEE NAME]
FROM: Albert E. DeChellis, Group Vice President, General Manager, of
Renaissance Cosmetics, Inc.
DATE: December 4, 1996
__________________________
As you know, on August 6, 1996, Renaissance Cosmetics, Inc. ("RCI"), and
MEM Company, Inc. ("MEM"), announced that they had executed the requisite legal
documentation to effect, by way of merger, RCI's proposed acquisition of MEM
(the "Merger"). On October 25, 1996, the shareholders of MEM approved the
Merger. The Merger is scheduled to close on or about December 4, 1996 (the
"Closing Date"). RCI considers it essential to the best interests of MEM and
RCI to foster the continuous employment of certain employees of MEM and its
subsidiaries and affiliates (the "Company") following the consummation of the
Merger.
On behalf of RCI, I am pleased (1) to announce the establishment of the MEM
Employee Stay Bonus Program (the "Stay Bonus Program") for selected employees of
MEM ("Eligible Employees"), (2) to inform you that you have been selected by RCI
as an Eligible Employee and (3) to extend to you the opportunity to participate
in the Stay Bonus Program on the terms set forth herein.
The purpose of the Stay Bonus Program is to encourage Eligible Employees to
remain in the employ of the Company following the Closing Date.
ELIGIBLE EMPLOYEES
Subject to satisfaction of the terms and conditions set forth below, in
order to qualify as an Eligible Employee and receive a Stay Bonus (in an amount
to be determined) as provided below (a "Stay Bonus"), you must (1) be employed
by MEM as of the Closing Date and (2) remain in the continuous employ of the
Company through the expiration of the Transition Period (as set forth on Exhibit
A hereto), subject to the exceptions described in "Payment of Stay Bonus" below.
AMOUNT OF STAY BONUS
The amount of the Stay Bonus for which you will be eligible, subject to the
terms hereof, shall be set forth on Exhibit A hereto.
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ESCROW
On the Closing Date, the amount of your Stay Bonus will be deposited in
escrow (the "Escrow") with Bruce A. Hubbard, Esq. (the "Escrow Agent") to be
held and disbursed to you (or returned to RCI) in accordance with the terms of
this Stay Bonus Program and the Escrow Agreement, a copy of which is attached as
Exhibit B hereto (the "Escrow Agreement"). The creation and funding of the
Escrow is solely for the benefit of RCI, you will not be a party to the Escrow
Agreement and you will have no rights, directly or indirectly, (1) against the
Escrow Agent, (2) under the Escrow Agreement or (3) against the funds held in
Escrow.
PAYMENT OF STAY BONUS
One hundred percent (100%) of your Stay Bonus will be paid, subject to
applicable withholding requirements, to you if (i) you have been in the
continuous employ of the Company (or its successor) through the expiration of
the Transition Period or (ii) you are an employee of MEM (or its successor) on
the Closing Date but cease to be an employee of MEM (or its successor) prior to
the expiration of the Transition Period as a result of the termination of your
employment with MEM (or its successor) without Cause (as defined below). The
Stay Bonus (to the extent earned) will be paid to you on or before the tenth
(10th) business day immediately following the earlier to occur of (a) the
expiration of the Transition Period or (b) the date of termination of your
employment with MEM (or its successor) without Cause.
If you resign your employment with MEM (or its successor) or your
employment with MEM (or its successor) is terminated for Cause prior to the
expiration of the Transition Period, you will not be entitled to receive any
Stay Bonus.
The term "Cause" shall mean (i) a substantial failure by you to
satisfactorily perform your reasonably assigned duties to RCI or MEM, which
failure shall have continued for a period of ten (10) days after you receive
written notice thereof, (ii) fraud, theft or embezzlement on your part in
connection with the performance of your duties to RCI or MEM, as determined by a
court of competent jurisdiction, (iii) conviction by a court of competent
jurisdiction of you of an act or acts on your part constituting a felony under
the laws of the United States or any state thereof or crime involving moral
turpitude, (iv) a breach on your part of any written policy or practices of RCI
or MEM, which breach shall have continued for a period of ten (10) days after
you receive written notice thereof and/or (v) any other act or omission on your
part which is materially injurious to the financial condition or business
reputation of RCI or MEM, as determined by the Group Vice President, General
Manager, of RCI (the "General Manager"), acting in good faith.
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ADOPTION/ADMINISTRATION/INTERPRETATION
The Stay Bonus Program has been adopted by RCI and shall be administered
and interpreted by the General Manager, acting in good faith, and all
determinations and interpretations by the General Manager relating to the Stay
Bonus Program shall be conclusive. The General Manager's determinations and
interpretations under the Stay Bonus Program need not be uniform and may be made
by him selectively among persons who receive, or are eligible to receive, Stay
Bonus awards under the Stay Bonus Program (whether or not such persons are
similarly situated).
MISCELLANEOUS
Nothing herein shall be construed as conveying any rights to any employment
or continued employment on your part with RCI or any of its subsidiaries or
affiliates (including MEM). You may not assign, transfer, pledge or otherwise
alienate any of your rights hereunder, other than by will or the laws of descent
and distribution.
Participation in this Stay Bonus Program is in addition to, and not in lieu
of, participation in any other bonus or incentive compensation programs
currently made available by the Company to you, including but not limited to
MEM's severance policy; provided, however, that this Stay Bonus Program embodies
the entire agreement between you, RCI and MEM concerning the matters addressed
herein and supersedes all prior agreements and understandings between you, RCI
and MEM, whether oral or in writing, concerning such matters. RCI and MEM are
making no promises, representations, warranties or agreements with you
concerning the subject matter hereof other than those contained herein.
The Stay Bonus Program shall be governed by the laws of the State of New
York, without regard to the conflicts of laws provisions thereof.
Any payments made hereunder shall not be taken into account in computing
your salary or compensation for the purposes of determining any benefits or
compensation under (i) any pension, retirement, life insurance or other benefit
plan of RCI or MEM or (ii) any agreement between (a) RCI and/or MEM and (b) you.
In the event of any litigation arising out of this Stay Bonus Program or
your employment relationship with MEM following the Closing Date, the cost of
such litigation, including reasonable attorneys' fees and expenses (whether
incurred at or before trial or on appeal), of the prevailing party shall be paid
by the non-prevailing party. In the event both
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parties prevail in part in such litigation, the court shall, in it sole and
absolute discretion, permit a partial recovery of litigation costs to each of
the parties, based on the extent to which each such party prevails on its
claims, as determined by the court in its sole and absolute discretion.
RENAISSANCE COSMETICS, INC.
By:
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Albert E. DeChellis
Group Vice President
Agreed to and Accepted:
Name:
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Name (Print):
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Dated:
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Address:
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EXHIBIT A
Name of Eligible Employee:
Amount of Stay Bonus:
Transition Period:
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EXHIBIT B
DEPOSIT AMOUNT
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EXHIBIT C
BANK ACCOUNT
