corresp
September 23, 2010
BY EDGAR
Mr. Jay Ingram
Legal Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
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Re: |
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Revlon, Inc.
Registration Statement on Form S-3
Filed September 3, 2010
File No. 333-169223 |
Dear Mr. Ingram:
On behalf of Revlon, Inc. (the Company), we are submitting this letter to respond to
comments of the staff (the Staff) of the Securities and Exchange Commission (the
Commission) set forth in the Staffs letter of September 21, 2010 (the Comment
Letter) relating to the Registration Statement on Form S-3 filed by the Company on September
3, 2010 (the Registration Statement).
The headings and paragraph numbers of this letter correspond to the headings and paragraph
numbers contained in the Comment Letter and, to facilitate the Staffs review, we have reproduced
the text of the Staffs comments in italics below. The Company is concurrently filing with the
Commission Amendment No. 1 to the Registration Statement.
Undertakings, page II-2
1. |
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Please remove the undertaking contained in Item 512(a)(5)(ii) as it does not appear
applicable to this offering. |
In response to the Staffs comment, the Company has revised the disclosure in the Registration
Statement.
Exhibit 5.1
2. |
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Refer to the first sentence of the third to last paragraph. It is not appropriate to include
language in the opinion that implies counsel may not be qualified to opine on the law of the
state of incorporation. Please revise to eliminate the statement referring to admission in
New York. |
In response to the Staffs comment, we have revised Exhibit 5.1.
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If you have any questions or require any additional information, please telephone the
undersigned at (212) 735-3497 or Dwight S. Yoo at (212) 735-2573.
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Sincerely,
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/s/ Stacy J. Kanter
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Stacy J. Kanter |
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cc: |
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Robert K. Kretzman, Esq., Revlon, Inc.
Dwight S. Yoo, Esq., Skadden, Arps, Slate, Meagher & Flom LLP |
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