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Share Name | Share Symbol | Market | Type |
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Avon Products Inc | NYSE:AVP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 5.60 | 0 | 01:00:00 |
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New York
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13-0544597
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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777 Third Avenue
New York, NY 10017-1307 |
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(Address including zip code of Principal Executive Offices)
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AVON PRODUCTS, INC. 2016 OMNIBUS INCENTIVE PLAN
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(Full title of the plan)
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Jeff Benjamin, Esq.
Senior Vice President, General Counsel and Chief Ethics & Compliance Officer 777 Third Avenue New York, New York 10017-1307
(212) 282-5000
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(Name, address and telephone number, including area code, of agent for service)
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Copy to:
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Kevin C. Smith, Esq.
Chadbourne & Parke LLP
1301 Avenue of the Americas New York, New York 10019 212-408-5100 |
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Title of Securities to be Registered
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Amount to be
Registered(1)
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Proposed Maximum Offering Price Per Share(2)
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Proposed Maximum Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.25 per share (“common stock”)
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48,000,000 shares
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$3.8
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$182,240,000
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$18,367.68
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(1)
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In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares as may become issuable as a result of stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and Rule 457(h) under the 1933 Act, based upon the average of the high and low prices of the common stock as quoted on the New York Stock Exchange on May 24, 2016.
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(1)
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The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
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(2)
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All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act since December 31, 2015.
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(3)
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The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A, dated March 18, 1998, as amended.
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4.1
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Restated Certificate of Incorporation, filed with the Secretary of State of the State of New York on October 5, 2012 (incorporated by reference to Exhibit 3.1 to Avon’s Current Report on Form 8-K filed on October 11, 2012)
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4.2
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Certificate of Amendment for Series C Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to Avon’s Current Report on Form 8-K filed on March 7, 2016).
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4.3
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Certificate of Amendment for Series D Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to Avon’s Current Report on Form 8-K filed on March 7, 2016).
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4.2
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By-Laws of Avon Products, Inc. (incorporated by reference to Exhibit 3.3 to Avon’s Current Report on Form 8-K filed on March 7, 2016).
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4.3
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Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A as filed on April 15, 2016).
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4.4
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Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Avon’s Current Report on Form 8-K filed on May 26, 2016).
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4.5
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Form of Restricted Stock Unit Award Agreement under the Avon Products, Inc. under the 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Avon’s Current Report on Form 8-K filed on May 26, 2016).
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4.6
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Form of Performance Contingent Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to Avon’s Current Report on Form 8-K filed on May 26, 2016).
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4.7
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Form of Stock Option Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to Avon’s Current Report on Form 8-K filed on May 26, 2016).
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4.8
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Form of Stock Appreciation Right Certificate Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to Avon’s Current Report on Form 8-K filed on May 26, 2016)
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5
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Opinion of Ginny Edwards, Esq.
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23.1
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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23.2
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Consent of Ginny Edwards, Esq. (included in Exhibit 5).
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23.3
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Consent of Chadbourne & Parke LLP.
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AVON PRODUCTS, INC.
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By:
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/s/ Jeff Benjamin
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Name:
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Jeff Benjamin
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Title:
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Senior Vice President, General Counsel
and Chief Ethics & Compliance Officer |
Signature
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Title
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Date
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/s/Sherilyn S. McCoy
SHERILYN S. MCCOY
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Chief Executive Officer and Director
(Principal Executive Officer) |
May 26, 2016
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/s/James S. Scully
JAMES S. SCULLY
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Executive Vice President, Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)
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May 26, 2016
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/s/ Robert Loughran
ROBERT LOUGHRAN
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Group Vice President and Chief Accounting Officer (Principal Accounting Officer)
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May 26, 2016
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/s/ W. Don Cornwell
W. DON CORNWELL
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Director
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May 26, 2016
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/s/ Chan W. Galbato
CHAN W. GALBATO
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Director
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May 26, 2016
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/s/ Nancy Killefer
NANCY KILLEFER
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Director
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May 26, 2016
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/s/ Susan J. Kropf
SUSAN J. KROPF
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Director
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May 26, 2016
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/s/ Steven F. Mayer
STEVEN F. MAYER
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Director
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May 26, 2016
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/s/ Helen McCluskey
HELEN MCCLUSKEY
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Director
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May 26, 2016
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/s/ Charles H. Noski
CHARLES H. NOSKI
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Director
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May 26, 2016
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/s/ Michael F. Sanford
MICHAEL F. SANFORD
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Director
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May 26, 2016
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4.1
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Restated Certificate of Incorporation, filed with the Secretary of State of the State of New York on October 5, 2012 (incorporated by reference to Exhibit 3.1 to Avon’s Current Report on Form 8-K filed on October 11, 2012)
.
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4.2
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Certificate of Amendment for Series C Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to Avon’s Current Report on Form 8-K filed on March 7, 2016).
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4.3
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Certificate of Amendment for Series D Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to Avon’s Current Report on Form 8-K filed on March 7, 2016).
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4.2
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By-Laws of Avon Products, Inc. (incorporated by reference to Exhibit 3.3 to Avon’s Current Report on Form 8-K filed on March 7, 2016).
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4.3
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Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A as filed on April 15, 2016).
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4.4
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Form of Retention Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to Avon’s Current Report on Form 8-K filed on May 26, 2016).
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4.5
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Form of Restricted Stock Unit Award Agreement under the Avon Products, Inc. under the 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to Avon’s Current Report on Form 8-K filed on May 26, 2016).
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4.6
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Form of Performance Contingent Restricted Stock Unit Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to Avon’s Current Report on Form 8-K filed on May 26, 2016).
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4.7
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Form of Stock Option Award Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to Avon’s Current Report on Form 8-K filed on May 26, 2016).
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4.8
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Form of Stock Appreciation Right Certificate Agreement under the Avon Products, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to Avon’s Current Report on Form 8-K filed on May 26, 2016).
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5
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Opinion of Ginny Edwards, Esq.
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23.1
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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23.2
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Consent of Ginny Edwards, Esq. (included in Exhibit 5).
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23.3
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Consent of Chadbourne & Parke LLP.
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