-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MSXhOybO+kTQ2rT7fsmrguaDs4ZXQiO2iPK/CzE0xzwKnSYWRQOBVvcru+aQNHo+ jpAY8GUrdoQC7h9mybxsFg== 0000950124-99-005507.txt : 19991020 0000950124-99-005507.hdr.sgml : 19991020 ACCESSION NUMBER: 0000950124-99-005507 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGIS CORP CENTRAL INDEX KEY: 0000716643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410749934 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-89279 FILM NUMBER: 99730554 BUSINESS ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6129477000 MAIL ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 S-3 1 FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1999 REGISTRATION NO. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ REGIS CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MINNESOTA 41-0749934 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
7201 METRO BOULEVARD EDINA, MN 55439 (612) 947-7777 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ BERT M. GROSS, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL REGIS CORPORATION 7201 METRO BOULEVARD MINNEAPOLIS, MN 55439 (612) 947-7350 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. ------------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- Common Stock, $.05 par value...... 200,000 shares $17.07 $3,414,000 $949 ================================================================================================================
(1) Estimated solely for the purposes of calculating the registration fee under Rule 457(c) based on the average of the high ($17.44) and the low ($16.69) prices for such shares on the NASDAQ National Market System on October 15, 1999. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PROSPECTUS FOR THE PUBLIC OFFERING FOR SALE OF: 200,000 SHARES OF COMMON STOCK OF REGIS CORPORATION This is a public offering of shares of common stock by Regis Corporation. We will issue the shares offered by this prospectus to our franchisees and their employees who qualify to purchase the shares under the Regis Corporation 1999 Franchise Contributory Stock Purchase Plan. No period of time has been fixed within which the shares may be offered or sold with respect to this offering. Our stock is quoted on the NASDAQ Stock Market under the symbol "RGIS." On October 15, 1999, the last sale price of our stock as reported by NASDAQ was $17.13 per share. The common stock is being offered on a delayed or continuous basis. FOR RISKS IN BUYING OUR STOCK, SEE "RISKS RELATED TO THE BUSINESS" BEGINNING ON PAGE 1 OF THIS PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ October 19, 1999 3 RISKS RELATED TO THE BUSINESS INCREASED COMPETITION IN THE HAIR CARE INDUSTRY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS. The hair care industry is highly competitive and has limited barriers to entry. In every locality in which we currently operate, there are competitors offering similar services and products. These competitors may be single salon operators or national chains. In many cases, we face one or more competitors within malls in which we operate, including companies operating salons as departments within department stores, salon chains, independently owned salons, and salons operating under franchises from other franchising companies. Any increased competition from these competitors could negatively effect sales volume of both our company-owned and franchised salons. In turn, this would reduce our company-owned salons' revenue and profits and reduce royalty revenue from our franchised locations and could have a material adverse effect on our business, results of operations, and financial position. INCREASED COMPETITION FOR RETAIL SITES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS. Our ability to grow depends upon our ability to obtain attractive retail sites for new company-owned salons and the ability of our franchisees to obtain attractive retail sites for new franchised salons. A salon's success depends significantly on the quality of the site selected for a new salon. We and our franchisees face intense competition for retail sites from other companies operating in the hair care industry and from retailers operating in other industries. The failure to obtain adequate retail sites could have a material adverse effect on our business, results of operations and financial position. Any increased competition for retail sites could result in higher occupancy and other costs for new salons. In turn, this could have a material adverse effect on our business, results of operations, and financial position. OUR INABILITY TO RETAIN AND HIRE QUALIFIED EMPLOYEES FOR OUR COMPANY-OWNED SALONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS. Our growth is dependent in part upon our ability to retain and hire qualified employees to work in our company-owned salons. There is no assurance that potential future employees will have the qualifications and skills necessary or desirable for our business to grow. In addition, there is no assurance that our existing employees will remain with us. The inability to retain or hire qualified employees could have a material adverse effect on our business, results of operations, and financial position. CHANGES IN OUR RELATIONSHIP WITH OUR SUPPLIERS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS. We are dependent upon our relationships with our suppliers who supply us with hair care and other beauty products that we, in turn, sell to our customers through company-owned salons and sell to our franchisees for resale to such franchisee's customers. Although we presently have no reason to believe that any of our major beauty product suppliers will cancel their distribution agreements with us, if these suppliers did cancel their distribution agreements, this could cause a reduction in the sale of beauty products and the loss of those corresponding margins. Any such cancellation of distribution could have a material adverse effect on our business, results of operations, and financial position. COSTS ASSOCIATED WITH YEAR 2000 COMPLIANCE ISSUES COULD BE GREATER THAN ANTICIPATED. We have previously initiated a comprehensive project to prepare our computer systems for the year 2000. We have completed all phases of the project including the awareness, assessment, validation and implementation phases. Accordingly, we believe the year 2000 will not have a significant impact on operations. As part of the overall project, we are in the process of developing a contingency plan to mitigate our risk that primary vendors or 1 4 other external forces could have an impact on our operations. We have also contacted our critical suppliers of products and services to assess whether the suppliers' operations and the products and services they provide are Year 2000 compliant or to monitor their progress toward Year 2000 compliance. The results of our inquiries have indicated that the majority of our critical suppliers are either compliant or have a plan in place to be compliant by the end of 1999. However, there can be no absolute assurance that any company's failure to ensure Year 2000 compliance would not have an adverse effect on the Company. 2 5 REGIS CORPORATION 1999 FRANCHISE CONTRIBUTORY STOCK PURCHASE PLAN INTRODUCTION Under the Plan, Common Stock of the Company is purchased on the open market on behalf of the Plan's participants with funds contributed by the participants and a matching contribution of 5% of any participant's contribution by the Company. The Company will bear all commissions and other expenses incurred in these purchases. An employee of a franchise location may contribute up to 10% of his or her annual compensation to the Plan. Franchise owners may contribute up to $500 per month per location, up to a maximum of $1,000 per month. The Plan allows franchise owners and eligible franchise employees an opportunity to acquire an ownership interest in the Company and to share in its future. The Company's Board of Directors approved the Plan on August 24, 1999. The Plan commenced on November 1, 1999. Shareholder approval of the Plan is not required under the laws of the State of Minnesota. PARTICIPATION IN THE PLAN If you wish to participate in the Plan, send the attached Notice of Participation form to the Company's Financial Accounting Department, Regis Corporation, 7201 Metro Boulevard, Minneapolis, Minnesota 55439. To participate your form must be postmarked no later than the last day of the month of the enrollment period. DESCRIPTION OF THE PLAN The following explanatory material is offered as an aid to a more comprehensive understanding of the Plan. You are also urged to read the full text of the Plan which is set forth as Exhibit A to this Prospectus. WHO MAY PARTICIPATE IN THE PLAN? All domestic franchise owners of the Company and all domestic employees of such franchise owners are eligible to participate in the Plan. The Company estimates that approximately 15,000 individuals will be eligible to participate in the Plan as of November 1, 1999, the plan commencement date. If the laws of the state in which you reside prohibit your participation in the Plan, or render the Plan or its operation illegal or unduly burdensome to the Company, you will not be eligible to participate. WHY SHOULD THE PLAN INTEREST ME? The Plan provides, through contributions from eligible franchise employees or owners (Participants) and matching Company contributions, a convenient method for you to purchase the Company's Common Stock at a cost to Participants below the market price and without payment of brokerage commissions or fees. It is intended as an incentive for 3 6 your continuing involvement with the Company and to encourage your having an ownership interest in the Company's future. HOW DOES THE PLAN OPERATE? In each calendar month, your prior month's contributions plus a matching contribution by the Company equal to 5% of the participant's contribution to the Plan will be used to purchase shares of the Company's Common Stock in the open market. In addition, if you allow your shares to remain in your Stock Purchase Account, all dividends declared thereon will be reinvested in additional shares; the Company will not, however, make any contribution toward the purchase of shares acquired with dividend proceeds. The Company presently pays quarterly dividends of $.03 per share. Your cost will be the average price per share for shares purchased under the Plan during each month, and your account will be credited with such shares of Common Stock (and any fractional interest in a share) as may be purchased at this average price by your contribution and the Company contribution. Moreover, the Company will bear all commissions and other expenses incurred in these purchases. Up to 200,000 shares of the Company's Common Stock may be purchased by participants under the Plan. Also, unless the Plan is terminated earlier, it will end when the Company has expended $500,000 as its 5% matching contribution, commissions and other expenses. The operation of the Plan is administered by an Administrative Committee ("Committee") whose members are selected from among the Company's Board of Directors. The amount, price and timing of all stock purchases are within the sole discretion of an independent Administrative Agent ("Agent") selected by the committee. HOW MAY I PARTICIPATE? If you wish to participate in the Plan, send the attached Notice of Participation form in a separate envelope clearly marked "REGIS CORPORATION FRANCHISE CONTRIBUTORY STOCK PURCHASE PLAN" to Regis Corporation, Financial Accounting Department, 7201 Metro Boulevard, Minneapolis, MN 55439. WHEN CAN I JOIN THE PLAN? Your election to participate in the Plan can only be made during an enrollment period. Thereafter, you will not be able to join the Plan until the next enrollment period. WHAT IS MY CONTRIBUTION? You select the amount you want to contribute. The minimum amount franchise employees may contribute is $10 per month, and the maximum amount is 10% of their compensation. The minimum monthly amount for franchise owners is $10, and the maximum is $500 per location, per month, not to exceed $1,000 in any month. Compensation as used in this plan means the annualized rate of pay (monthly salary, hourly rate, base pay, commissions and premium pay) in effect for the employee on the first day of the enrollment period. 4 7 If for any reason your contribution is insufficient to permit the fixed dollar amount you selected, then neither you nor the Company will make a contribution for that payroll period. CAN I TERMINATE MY PARTICIPATION IN THE PLAN? Yes, participation in the Plan is entirely voluntary and you can terminate your participation at any time. Election to terminate your participation in the Plan will render you ineligible to participate again in the Plan unless a subsequent enrollment period is authorized. Upon termination, all unapplied credits and fractional shares in your Stock Purchase Account will be refunded in cash without interest as soon as practicable. You may withdraw your full shares from your account by making such a request directly to the Administrative Agent: U.S. Bancorp Piper Jaffray, P.O. Box 28, Minneapolis, Minnesota 55440, (800/333-6000 or 612/342-6537). You are not entitled to withdraw any unapplied credits except by withdrawal from the Plan. CAN I CHANGE THE AMOUNT OF MY CONTRIBUTION? Once you enroll in the Plan, you will be able to increase or decrease the amount of your contribution (except by termination of your participation) only during a subsequent enrollment period. See "When can I join the Plan?" above. Once the fixed dollar amount of your contribution is established it will remain fixed thereafter until either the next enrollment period, the termination of the Plan, or your withdrawal from the Plan. WHAT IS THE COMPANY'S CONTRIBUTION? Each month, the Company will contribute to the Plan an amount equal to 5% of each Participant's contribution to the plan. In other words, for every $10.00 contributed by you, the Company will contribute $0.50. In addition, if any cash dividends are paid by the Company with respect to stock held by the Agent in your Stock Purchase Account, the dividends will be used to purchase additional shares for you without an additional contribution by the Company. However, in no event will the Company be obligated to make contributions under the Plan in excess of $500,000 in the aggregate (including broker's commissions, transfer fees and similar expenses). In the event the Company's contributions are inadequate, because of the $500,000 limitation, to fully supplement the employee contributions, all further participant contributions shall terminate and the excess in each individuals account over the fully supplemented amount, as prorated among all participants according to the amount of their participation, shall be refunded in cash, without interest, as soon as practicable. As a Participant in the Plan you have no legal interest in the Company's contribution until it is spent for the purchase of shares under the Plan and hence it is not transferable or assignable. The tax effect to the Company for its participation in the Plan is that its contributions and administrative costs will be deductible as business related expenses. WHAT ACCOUNTING OF MY CONTRIBUTIONS AND STOCK PURCHASES IS MAINTAINED? A Stock Purchase Account will be established in your name and will be credited each period with the amount of your contribution and the Company's contribution. When the 5 8 Agent purchases the Company's Common Stock your Account will be credited with the appropriate number of shares and charged accordingly. For example, if in the month of February you contributed $20.00, your account would have been credited with your $20.00 and $1.00 from the Company, for a total of $21.00. Then when the Agent purchases the Company's Common Stock in March with the funds provided by your contributions and the Company's contribution, and assuming an average price per share of $10.50, your account would be credited with two full shares and charged $21.00. If you contribute $25.00, the Company's contribution would have been $1.25 and your account would then have a credit of $5.25 (or an interest in a fractional share) which could be carried forward to next month. The $5.25 credit in your account will not affect the amount of future contributions. The Agent has the option to either carry forward for future purchases or remit any funds not invested in any month. The Agent will furnish you a statement of your purchases and account balance after the close of each calendar quarter. DO I RECEIVE INTEREST ON MY ACCOUNT BALANCE? In view of the 5% matching contribution made by the Company and to limit bookkeeping, no interest will be paid on any balance in your account. WHAT HAPPENS TO THE SHARES AFTER THEY ARE PURCHASED? The shares purchased under the Plan on behalf of the Participants will be purchased in the name of the Agent for the account of the Plan and its Participants and will be issued in your name and delivered to you upon your request or as you otherwise direct from time to time. All requests for withdrawal of full shares held in your Stock Purchase Account must be made directly to the Administrative Agent. Once the shares are purchased and credited to your account, you will own them regardless of the name or manner in which the shares are registered. As a shareholder you will have all rights, privileges and powers provided by law to shareholders and you are free to dispose of your shares at your discretion by sale, gift or other means. Your participation in the Plan will not be affected by any disposition of your shares. WHAT ARE THE INCOME TAX EFFECTS OF MY PARTICIPATION IN THE PLAN? The 5% contribution by the Company is regarded as income to you. Furthermore, the Company will provide a 1099 to each participant as required by law. If and when you sell your shares, the average price at which your shares were acquired each month (excluding all commissions, taxes and other similar costs of acquisition paid by the Company) will be your cost basis for purposes of capital gain or loss, either short-term or long-term depending on your holding period of such shares. Your holding period begins when the shares are actually purchased. The Plan is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, and the restrictions and special tax treatment provided therein are not available to participants. The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended. 6 9 WHAT IF MY OWNERSHIP OR EMPLOYMENT ENDS? Your participation in the Plan ceases automatically if your ownership or employment ends due to death, disability, retirement, discharge, resignation or any other reason or if you do not continue to meet all eligibility requirements. The Committee will have discretion to determine in individual cases whether authorized leaves of absences or absences for military or for governmental service will constitute termination of employment for the purposes of the Plan. HOW MAY THE PLAN BE CHANGED? The Board of Directors may from time to time suspend, discontinue or extend the Plan or revise or amend it as they deem necessary or appropriate. WHEN DOES THE PLAN END? The Plan will end at the earliest of the following times: (a) when the Company has contributed $500,000 (including broker's commissions, transfer fees and similar expenses) to the Plan; (b) when the 200,000 shares registered with the Securities and Exchange Commission under this Prospectus have been purchased; or (c) at any time after the giving of 30 days notice by the Company. HOW IS THE PLAN ADMINISTERED? The Plan is administered by an Administrative Committee ("Committee"), which is composed of not less than three members selected from the Company's Board of Directors. The Committee members are appointed from time to time by the Chairman of the Board and serve at the pleasure of the Chairman. Members of the Committee serve without any compensation but are reimbursed by the Company for any expenses related to administering the Plan. The Committee is responsible for general administration of the Plan, proper execution of its provisions, construction of the Plan and determination of all questions arising thereunder. It has power to establish, interpret and enforce rules and regulations for administration, provided such rules and regulations are uniformly applicable to all persons similarly situated. At the present time the members of the Committee are as follows: Myron Kunin, Chairman of the Board of Directors, and Rolf F. Bjelland and Van Zandt Hawn who are outside directors of the Company. The address of all members of the Committee is the address of the Company. Records maintenance, confirmation of purchases, ordinary legal and accounting activities and similar routine administrative responsibilities are carried out by an independent Administrative Agent ("Agent"), subject to oversight of the Committee. This Agent determines the amount, price and timing of all purchases of the Company stock in its sole discretion. The stock is purchased on the open market. The Agent is U.S. Bancorp Piper Jaffray, 222 South 9th Street, P.O. Box 28, Minneapolis, Minnesota 55440. 7 10 DOES THE PLAN CREATE ANY LIENS ON THE FUNDS OR SECURITIES OF THE PLAN? The Plan and the contracts in connection therewith contain no provisions whereby any person has or may create a lien on any funds or securities held under the Plan. REGIS CORPORATION We are incorporated in the State of Minnesota and have our principal executive office at 7201 Metro Boulevard, Minneapolis, Minnesota 55439. Our telephone number is (612) 947-7777. WHERE YOU CAN FIND MORE INFORMATION We have filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-3 under the Securities Act of 1933 that registers the distribution of the shares of our common stock. The Registration Statement, including attached exhibits and schedules, contains additional information about us. The rules and regulations of the SEC allow us to omit some information included in the Registration Statement from this Prospectus. In addition, we file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC, including this S-3 Registration Statement, at the following locations of the SEC: Public Reference Room New York Regional Office Chicago Regional Office 450 Fifth Street, N.W. 7 World Trade Center Citicorp Center Washington, D.C. 20549 Suite 1300 500 West Madison Street New York, New York 10048 Suite 1400 Chicago, Illinois 60661
You can call the SEC at 1-800-SEC-0300 (1-800-732-0300) for further information on the operation of public reference rooms. You can also obtain copies of this information from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of the applicable fees. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers who file information electronically with the SEC, including our company. The address of this internet site is http://www.sec.gov. 8 11 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The SEC allows us to "incorporate by reference" the information we file with them (File No. 011230) into this Prospectus. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this Prospectus, except for information that is superseded by information that is included directly in this Prospectus. This Prospectus incorporates by reference the documents listed below that we have previously filed with the SEC. They contain important information about us, our business, financial position, results of operations and cash flows. These documents are: - Our Annual Report on Form 10-K for the year ended June 30, 1999. - The information contained in our Proxy Statement dated September 17, 1999 for our Annual Meeting of Shareholders to be held on October 19, 1999. - The description of our common stock contained in our Registration Statement on Form 8-A, dated May 7, 1991. - All other documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus. You can obtain any of the documents incorporated by reference in this Prospectus from us or from the SEC in the manner discussed above. These documents are available from us without charge, excluding exhibits to those documents unless the exhibit is specifically incorporated by reference in this Prospectus, by requesting them from us in writing or by telephone at the following address and phone number: Mr. Bert M. Gross Secretary Regis Corporation 7201 Metro Boulevard Minneapolis, Minnesota 55439 (612) 947-7777 If you request any incorporated documents from us, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request. We have not authorized anyone to give any information or make any representation about us that differs from, or adds to, the information in this Prospectus or in the documents incorporated by reference in this Prospectus. Therefore, if anyone does give you different or additional information, you should not rely on it. The detailed information appearing in the documents incorporated in this Prospectus by reference qualifies all information appearing in this Prospectus. 9 12 THE OFFERING Securities:..................... 200,000 shares of our common stock Franchise Contributory Stock Purchase Plan:.................. The offering is being made to the franchisees and their employees who qualify to purchase the shares under our Franchise Contributory Stock Purchase Plan. The purpose of the plan is to allow franchisees and their employees an opportunity to acquire an ownership interest in our company and to share in its future. USE OF PROCEEDS We will not receive any proceeds from the transactions covered by this offering. PLAN OF DISTRIBUTION This offering of common stock is not underwritten. The common stock will be purchased on the open market on behalf of the Plan's Participants which funds contributed by the Participants and a matching contribution of 5% by the Company. The offering is being made pursuant to the Company's Franchise Contributory Stock Purchase Plan. The Company has implemented the Franchise Contributory Stock Purchase Plan for each of its franchise systems. The objective of the Franchise Contributory Stock Purchase Plan is to allow franchisees and their employees an opportunity to acquire an ownership interest in the Company and share in its future. LEGAL OPINIONS We are being advised on the legality of the issuance of the common stock offered by this Prospectus by Bert M. Gross, our General Counsel. EXPERTS The consolidated financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended June 30, 1999, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 10 13 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Prospective investors may rely only on the information contained in this Prospectus or that we have referred you to. We have not authorized anyone to provide any other information. This Prospectus is not an offer to sell to, nor is it seeking an offer to buy these securities from, any person in any jurisdiction in which it is illegal to make an offer or solicitation. The information here is correct only on the date of this Prospectus, regardless of the time of the delivery of this Prospectus or any sale of these securities. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- REGIS CORPORATION 200,000 Shares Common Stock ---------- PROSPECTUS ---------- October 19, 1999 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 14 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is an itemized statement of all expenses in connection with the issuance and distribution of the securities being registered:
ITEM AMOUNT ---- --------- Securities and Exchange Commission Registration Fee......... $ 949.00 Blue Sky Fees and Expenses.................................. $1,000.00* Legal Fees and Expenses..................................... $1,000.00* Accounting Fees and Expenses................................ $1,000.00* Transfer Agent Fees and Expenses............................ $ 500.00* Miscellaneous Expenses...................................... $ 500.00* --------- Total.................................................. $4,949.00* =========
- ------------------------- * Estimated Amounts. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 302A.521, Minnesota Statutes, provides that a corporation shall indemnify any person who was or is made or is threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties and fines including, without limitation, excise taxes assessed against each person with respect to any employee benefit plan, settlements, and reasonable expenses, including attorneys fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person has not been indemnified by another organization or employee benefit plan for the same penalties, fines, taxes and expenses with respect to the same acts or omissions; acted in good faith; received no improper personal benefit and Section 302A.255 (regarding conflict of interest), if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by persons who were or are serving other organizations at the request of the corporation or whose duties involve or involved service for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation. The Company also maintains a directors and officers insurance policy, which insures the Company, its officers and directors against damages and costs incurred by reason of certain acts committed by such persons in their capacities as officers and directors. II-1 15 ITEM 16. EXHIBITS
REGISTRATION S-K EXHIBIT TABLE ITEM REFERENCE ---- ------------ Form of Stock Certificate (incorporated by reference to Exhibit 4.1 as part of Registration Statement No. 33-70142 on Form S-1 filed November 19, 1993)...................... 4.1 Opinion of Bert M. Gross.................................... 5.1 Regis Corporation 1999 Franchise Contributory Stock Purchase Plan...................................................... 20 Consent of PricewaterhouseCoopers LLP....................... 23.1 Consent of Bert M. Gross (included in Exhibit 5.1).......... 23.3
ITEM 17. UNDERTAKINGS The undersigned Registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective, and (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned Registrant further hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and II-2 16 (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commissioner by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 19th day of October, 1999. REGIS CORPORATION By: /s/ PAUL D. FINKELSTEIN ----------------------------------- Paul D. Finkelstein, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ MYRON KUNIN Chairman of the Board of October 19, 1999 - --------------------------------------- Directors Myron Kunin /s/ PAUL D. FINKELSTEIN President, Chief Executive October 19, 1999 - --------------------------------------- Officer and Director Paul D. Finkelstein (Principal Executive Officer) /s/ RANDY L. PEARCE Executive Vice President, October 19, 1999 - --------------------------------------- Chief Administrative Officer Randy L. Pearce and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ CHRISTOPHER A. FOX Director October 19, 1999 - --------------------------------------- Christopher A. Fox /s/ DAVID B. KUNIN Director October 19, 1999 - --------------------------------------- David B. Kunin
II-4 18 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- EXHIBITS TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- REGIS CORPORATION 19 INDEX TO EXHIBITS
REGISTRATION S-K EXHIBIT TABLE REFERENCE PAGE - ------------ ---- 4.1 Form of Stock Certificate (incorporated by reference to Exhibit 4.1 as part of Registration Statement No. 33-70142 on Form S-1 filed November 19, 1993)........................ 5.1 Opinion of Bert M. Gross.................................... 20 Regis Corporation 1999 Franchise Contributory Stock Purchase Plan........................................................ 23.1 Consent of PricewaterhouseCoopers LLP....................... 23.3 Consent of Bert M. Gross (included in Exhibit 5.1)..........
EX-5.1 2 OPINION-BERT GROSS 1 [REGIS LETTERHEAD] October 19, 1999 EXHIBIT 5.1 The Securities and Exchange Commission Judiciary Plaza 450 - 5th Street N.W. Washington, D.C. 20549 Ladies and Gentlemen: Re: Regis Corporation This opinion is furnished in connection with the Registration Statement on Form S-3, (the "Registration Statement") filed with the Securities and Exchange Commission by Regis Corporation (the "Company"), covering up to 200,000 shares of the Company's common stock, par value $.05, (the "Common Stock"). I am the General Counsel of the Company and, as such, have examined the Company's Articles of Incorporation, Bylaws and such other corporate records and documents as I have considered relevant and necessary for the purposes of this opinion. I have participated in the preparation and filing of the Registration Statement. I am familiar with the proceedings taken by the Company with respect to the authorization and issuance of shares of Common Stock as described in the Registration Statement. Based on the foregoing, I am of the opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Minnesota. 2. The Company has corporate authority to issue the shares of Common Stock covered by the Registration Statement. 3. The shares of Common Stock proposed to be issued in the public offering as described in the Registration Statement will, when sold and paid for, be duly and validly issued, fully paid and nonassessable. 2 Letter to Securities & Exchange Commission Page 2 October 19, 1999 I hereby consent to the reference of me as general counsel in the section captioned "Legal Opinions" in the Registration Statement. Sincerely, REGIS CORPORATION By /s/ Bert M. Gross - --------------------- Bert M. Gross General Counsel BMG:peb Enclosures EX-20 3 1999 STOCK PURCHASE PLAN 1 EXHIBIT 20 REGIS CORPORATION 1999 FRANCHISE CONTRIBUTORY STOCK PURCHASE PLAN Section 1 Purpose of the Plan 1.1 PURPOSE The Regis Corporation 1999 Franchise Contributory Stock Purchase Plan ("Plan") provides an opportunity for franchise owners of Regis Corporation, including its subsidiaries and affiliates and eligible employees of such franchise owners, to purchase the Common Stock of Regis Corporation ("Company") and thereby to share in the Company's future. The Plan provides that participating franchise owners and their employees ("Participant(s)") may purchase the stock and that the Company will contribute an additional amount in aid of the purchase. The intent of the Plan is to establish a closer mutuality of interests between franchise owners and their employees, and the Company. 1.2 TERM OF PLAN This Plan commenced on November 1, 1999, and shall terminate at the earliest of the following times, unless extended by the Company's Board of Directors ("Board"): (a) when the Company has contributed $500,000 (including broker's commissions, transfer fees and similar expenses) to the Plan; (b) when the 200,000 shares registered with the Securities and Exchange Commission under this Prospectus have been purchased; (c) at any time after the giving of 30 days notice by the Company. Section 2 Administration of Plan 2.1 ADMINISTRATIVE COMMITTEE The Plan shall be administered by an Administrative Committee ("Committee") of not less than three members selected from the Company's Board of Directors. The Chairman of the Board shall appoint the members and may from time to time remove members from, add members to, or fill vacancies on the Committee. No Committee member is eligible to participate under the Plan while holding such office. 2.2 POWERS AND DUTIES The Committee shall administer the Plan in accordance with its terms and shall have all powers necessary to effectuate the provisions of the Plan. The Committee shall interpret the Plan and shall determine all questions arising in the administration, interpretation and application of the Plan. In making such determinations and interpretations, the Committee shall follow such rules as it may adopt or change from time to time, which shall be consistently applied so that all persons similarly situated are treated 1 2 alike. All such interpretations and determinations by the Committee shall be final, conclusive and binding upon all persons. 2.3 INDEMNIFICATION In addition to such other rights of indemnification as they may have as officers or directors of the Company, such members of the Committee shall be indemnified by the Company against the expenses, including attorney's fees, judgments, fines and amounts paid in settlement (provided such settlement is approved by independent legal counsel selected by the Company), actually and reasonably incurred in connection with any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that liability is due to the gross negligence or willful misconduct of such member; provided that within 20 days, or such longer period as determined by the Company, after service of any such action, suit or proceeding, the member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same. 2.4 ADMINISTRATIVE AGENT An Administrative Agent ("Agent") shall be appointed by the Committee. The Committee reserves the right to change the Agent at any time. The compensation and expense of the Agent, including any commissions, taxes and other expenses incurred in the purchase of Common Stock shall be paid by the Company. 2.5 LIABILITY Neither the Agent, the Company, its directors, officers or employees, the Committee, the Members of the Committee, any employee of the Agent, any broker executing orders pursuant to the Plan, nor any other person shall be liable, except as provided in the Securities Act of 1933, as amended, for anything done or omitted to be done by such person with respect to the price, time, quantity or other conditions and circumstances of the purchase of sale of stock or securities hereunder, or in any other connection under the Plan, unless such act or omission constitutes willful misconduct on such person's part. Section 3 Eligibility 3.1 CONDITIONS All domestic franchise owners of the Company, including its subsidiaries and affiliates, and eligible domestic employees of such franchise owners, are eligible to participate in this Plan. 3.2 CONTINUOUS SERVICE An individual's participation under the Plan shall terminate if such individual fails to continue his or her employment status with an eligible franchise location. A franchise owner's participation under the Plan shall terminate if such franchise owner ceases to remain an active franchise owner. 2 3 3.3 LEGAL PROHIBITIONS No franchise owner or employee shall be entitled to participate or to continue participation if the applicable laws of any state or other jurisdiction prohibit his or her participation in the Plan or render the Plan or its operation illegal, invalid, inoperative or unduly burdensome in its application to such employee. Section 4 Participation in the Plan 4.1 ENROLLMENT PERIOD The Committee shall establish an initial enrollment period during which eligible franchise owners and their employees may apply for participation under the Plan. Thereafter, enrollment shall reopen for further applications on a monthly basis. 4.2 APPLICATION FOR PARTICIPATION In order to participate in the Plan, franchise owners and their employees shall execute and deliver to the Company's Personnel Department a written Notice of Participation in the form prescribed by the Committee. Such application must, if hand-delivered, be received by the Company on or before the final day of the enrollment period; if mailed, the application must be postmarked on or before the final day of the enrollment period. If the application is not received or mailed in time or in proper form, the Committee may deny participation under that enrollment period. All applications are subject to the approval of the Committee and participation shall not be allowed unless the applicant is a franchisee or eligible employee. During any enrollment period and only then, a Participant may amend an earlier application so as to increase or decrease the amount of his or her participation, provided the Participant complies with all other terms of the Plan. By the act of participation in the Plan or the acceptance of any benefits thereunder, a Participant, and any person claiming under or through a Participant, shall thereby be conclusively deemed to have accepted and consented to the application to such person of the provisions of the Plan. 4.3 DATE OF PARTICIPATION All franchise owners and eligible franchise employees who have duly applied to participate shall be placed on the list of Participants as of the first day following the end of the enrollment period. Such enrollment participation shall remain effective throughout the term of this Plan, absent earlier termination of participation as herein provided. 4.4 FRANCHISE EMPLOYEE AND OWNER CONTRIBUTIONS The total monthly contribution from any employee, cannot be more than ten percent of the employee's annual Compensation from the Supercuts franchise owner, nor less than $10. Total monthly contribution from any franchise owner shall not exceed $500 per location, up to a maximum of $1,000, nor be less than $10. "Compensation" as used in this Plan means only the basic or regular rate (monthly salary, hourly rate, base pay, commissions and premium pay) in effect for the employee on the first day of the enrollment period, computed to an annual figure, including commissions, but excluding extraordinary 3 4 bonuses, overtime, and all other forms of compensation. Interest shall not be paid on any contributions. In addition, if and when any cash dividends are paid by the Company with respect to stock held by the Agent in a Participant's Stock Purchase Account, the dividends will be used to purchase additional shares for such Participant. 4.5 COMPANY CONTRIBUTIONS On the date each payment is made to the Agent, the Company shall contribute to the Agent an amount equal to five percent of the sum of the Participant's contribution. The Company will not make any additional contributions towards the stock purchased for a Participant's account as a result of cash dividends made by the Company. However, in no event shall the Company make stock purchase contributions under the Plan in excess of $500,000 in the aggregate (including broker's commissions, transfer fees, administrative costs and similar expenses). If any stock purchase contribution by the Company would be inadequate, because of the $500,000 limitation, to fully supplement the Participants' authorized contributions, the Company contribution shall be prorated among all participants. If a Participant contributes any amount in excess of that which would be supplemented by the Company contribution, the excess shall be refunded, without interest, as soon as practicable. The Participants shall have no right, title or vested interest in the Company contributions except as and when the same are expended and embodied in shares of stock purchased under the Plan. In addition, the Company shall pay all administrative expenses of the Plan, including, without limitation, broker's commissions, transfer fees, and similar costs. 4.6 AGENCY In withholding or accepting funds as contributions hereunder, the Company and its Agent shall be the agent of the Participant and, within five business days after the end of each month, the Company shall pay such amounts over to the Agent on behalf of each Participant, but no contribution shall be deemed to have been made under the Plan until the same has been received by the Agent. 4.7 TERMINATION OF PARTICIPATION Each Participant may at any time voluntarily terminate his or her participation in the Plan. In the event of such voluntary termination, the former Participant shall not be eligible to participate until the next enrollment period of the Plan and any cash balance in his or her Stock Purchase Account shall be refunded, without interest, as soon as practicable. In the event the Participant's employment or ownership terminates because of death, disability, retirement, layoff, discharge, resignation or otherwise, his or her participation in the Plan shall automatically terminate on the date employment terminates. The Committee shall determine whether authorized leaves of absence for military or governmental service shall constitute termination of employment for the purpose of this Plan. Nothing contained in this Plan shall be deemed to affect in any way any right of a franchise owner to terminate a franchise agreement pursuant to it's term (in the case of a franchise owner participant) or (in the case of an employee) to terminate the Participant's employment or otherwise dismiss, discharge or discipline the Participant at any time for any reason and without penalty or liability to the franchise owner and said rights and powers are specifically reserved. 4 5 The Company may, in its sole discretion, terminate its participation in this Plan upon 30 days notice. On the effective date of termination, this Plan and all further Participant contributions shall terminate and the credit balance in each Participant's Account shall be refunded, without interest, as soon as practicable. Section 5 Purchase of Stock 5.1 ACCOUNT The Agent shall cause a Stock Purchase Account to be maintained for each Participant. Each Account shall be credited with contributions not yet applied to the purchase of stock, with all Common Stock purchased for such Participant's Account and any cash dividends received by the Agent with respect to such stock. Within fifteen days following the end of each calendar quarter in which purchases are made, the Agent shall cause a statement to be delivered to each Participant reflecting the Account of such Participant as of the end of each calendar month. Such statement shall be deemed to be correct unless the Agent is notified to the contrary within 30 days after it is mailed to such Participant. 5.2 PURCHASES The Agent shall cause all the proceeds received from Participants' contributions, all cash dividends received by the Agent on the Company's stock held in a Participant's Stock Purchase Account, and the Company's contribution, to be applied to the open market purchase of Common Stock of the Company. The amount, price and timing of all purchases shall be in the sole discretion of the Agent. In any month when all the funds are not invested, the Agency shall have the option either to carry such funds forward for future purchases or to remit same to the contributors. 5.3 ALLOCATION OF STOCK PURCHASED The Agent shall credit each Participant's Stock Purchase Account with its pro rata portion of the stock purchased by the Agent. The Account of each Participant shall be credited with that number of shares equal to the sum of the Participant's contributions (and cash dividends, if any) applied by the Agent to the purchase of stock and the contributions by the Company which supplemented that purchase, divided by the average price per share of Common Stock purchased during that month and being credited to Participants. The stock purchased under this Plan may be purchased in the name of the Agent of its nominee or in the street name of a registered broker. Once such stock is purchased, each Participant shall own, regardless of the name or manner in which said stock is registered under the Plan, that number of shares credited to such Participant's Account, and shall have the rights, privileges and powers provided by law to shareholders. 5.4 FRACTIONAL SHARES The Agent shall not be obligated to purchase fractional shares for any Participant or to purchase shares in odd lots. At its option, the Agent may allocate shares fractionally among the Participants. Upon termination of participation or upon other distribution of a Stock Purchase Account, the market value of any fractional interest in the Participant's Account will be returned to the Participant without interest as soon as practicable. 5 6 5.5 DISTRIBUTION OF ACCOUNT The Agent shall retain the shares of Common Stock in the Participant's Account unless written instructions have been received from the Participant, or a Participant's legal representative, requesting the transfer and delivery of such shares or unless in lieu of such instructions, the Agent shall determine to distribute the stock to the Participants. The Agent may distribute either by separate account with a registered broker or by separate certificate to the Participant. The stock shall, before delivery, be transferred into the name of the Participant or into such other name as is authorized. Upon the effective date of termination of participation for whatever reason (including but not limited to termination of employment, voluntary or automatic termination of participation by the Participant or the Company, or termination of the Plan), all unapplied cash credits remaining in their respective Accounts shall be refunded in cash to the Participants, without interest, as soon as practicable after termination. Section 6 Miscellaneous Provisions 6.1 GOVERNMENT REGULATION This Plan and the obligation of the Agent, Committee or Company to purchase and deliver shares of stock under the Plan, shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required. Neither the Agent, Committee nor Company shall be required to purchase or deliver any certificate or certificates for shares of Common Stock prior to the completion of any registration or other qualification of such shares under any state or federal law or under any rule of regulation of any government body which the Company shall, in its sole discretion, determine to be necessary or advisable. In the event the Agent, Committee or Company does not purchase or deliver any certificate(s) for the above reasons, regardless of cause, they shall not be subject to any penalty or liability other than the refund of credit balances, without interest. In the event the stock purchased or to be purchased under this Plan is not registered under the Securities Act of 1933; as amended, at the respective dates of purchase, delivery or when otherwise deemed appropriate, the Agent may suspend purchase, delivery or other action until such registration or listing is effective. 6.2 COMPANY RIGHTS The Company's rights and powers shall not be affected in any way by its participation in this Plan, including but not limited to the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. 6.3 AMENDMENT OF THE PLAN The Board of Directors may from time to time suspend or discontinue the Plan or revise or amend it in any respect whatsoever. 6.4 GOVERNING LAW All questions relating to the validity, construction, interpretation, and enforcement of this Plan and any rules promulgated hereunder shall be governed by the laws of the State of Minnesota. 6 7 6.5 SEVERABILITY If any term, provision or condition of this Plan is finally adjudged to be unlawful or unenforceable, the same shall be deemed stricken herefrom and the remainder of this Plan shall be and remain in full force and effect. 6.6 DATE OF ADOPTION Pursuant to resolution, this Plan was duly adopted by the Company's Board of Directors on ____________ and commenced on November 1, 1999. 6.7 AGREEMENT TO BIND HEIRS This Plan shall be binding on the heirs, executors, administrators, successors and assigns of any and all parties designated herein. 6.8 WITHHOLDING TAXES The contributions by the Company under this Plan on behalf of any Participant shall be regarded as compensation paid to such Participant on the date the stock is purchased. The Company will provide a 1099 to each participant as required by law. 6.9 QUALIFICATION The Plan is not intended to qualify either as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1954, as amended, or as a plan of deferred compensation under Sections 401 through 407 of said Code. 7 8 NOTICE OF PARTICIPATION - Franchise Owners & Employees COMPLETE ALL AREAS AND RETURN REGIS CORPORATION REGIS CORPORATION, 7201 METRO BOULEVARD, MINNEAPOLIS, MN 55439 ATTN: FRANCHISE STOCK PURCHASE PLAN ADMINISTRATION NOTICE OF PARTICIPATION Date ________________ In accordance with the terms of the Plan entitled "Regis Corporation 1999 Franchise Contributory Stock Purchase Plan," effective the beginning of the next monthly pay period, I hereby authorize U.S. Bancorp Piper Jaffray to establish an account in my name and to purchase common stock of Regis Corporation for my account. I understand and agree that the terms of the above mentioned Plan shall govern the payroll deductions, purchases of common stock, and other elements of the Plan. I am legal age of majority or older and __ am __ am not a citizen of the United States. I am a: Supercuts franchise ___ Owner Cost Cutters franchise ___ Owner ___ Employee ___ Employee We Care Hair franchise ___ Owner City Looks franchise ___ Owner ___ Employee ___ Employee Trade Secret franchise ___ Owner ___ Employee (PLEASE PRINT) Name of Participant: _________________________________Soc. Sec. No. ____________ Signature of Participant: ______________________________________________________ Home Address: __________________________________________________________________ - -------------------------------------------------------------------------------- City State Zip Code If you desire a joint account, joint owner must sign here: Signature of Joint Owner: _____________________________________Date ____________ - -------------------------------------------------------------------------------- SUBSTITUTE W-9 VERIFICATION Notice to Investors: The following information must be completed for opening a Stock Investment Plan account to avoid withholding on dividends. The Internal Revenue Service requires that U.S. Bancorp Piper Jaffray withhold 31 percent of all dividends and capital gains in my account and redemption proceeds if U.S. Bancorp Piper Jaffray does not have a taxpayer identification number (usually a social security number) AND certification from me that the number is correct and that I am not subject to backup withholding. 8 9 Taxpayer ID No. (Usually Social Security No.) ___________________________ You may have been notified by the IRS that you are subject to backup withholding under section 3406(a)(1)(C) of the Internal Revenue Code because you have under reported interest or dividends or you were required to but failed to file a return which would have included reportable interest or dividend payment. If you have been so notified check the space below: ____ I have been notified by the IRS that I am subject to backup withholding under the provisions of section 3406(a)(1)(C). 9 EX-23.1 4 CONSENT-PRICEWATERHOUSECOOPERS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated August 24, 1999, relating to the consolidated financial statements, which appears in the 1999 Annual Report to Shareholders of Regis Corporation, which is incorporated by reference in Regis Corporation's Annual Report on Form 10-K for the year ended June 30, 1999. We also consent to the incorporation by reference of our report dated August 24, 1999, relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ Pricewaterhouse Coopers, LLP ---------------------------------- PRICEWATERHOUSE COOPERS, LLP Minneapolis, Minnesota October 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----