-----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, URrEze1lD+AGm+10RfzrcEsmJeQjVS+6YXqnwm40dUMHpaFWASC/LsYPSy3LAOpb TxA9k22BvEOMcDirg44+NQ== 0000950124-99-005957.txt : 19991115 0000950124-99-005957.hdr.sgml : 19991115 ACCESSION NUMBER: 0000950124-99-005957 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991112 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: 333-90809 FILM NUMBER: 99748940 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 REGISTRATION STATEMENT 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 =========================== ================= ========================= ======================= ==================== Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered Registered Offering Price Per Share Aggregate Offering Registration Fee (1) Price (1) - --------------------------- ----------------- ------------------------- ----------------------- -------------------- Common Stock, 1,778,000 shares $ 20.375 $ 36,226,750.00 $ 10,071.04 $.05 par value =========================== ================= ========================= ======================= ====================
(1) Estimated solely for the purposes of calculating the registration fee under Rule 457(c) based on the average of the high ($20.625) and the low ($20.125) prices for such shares on the NASDAQ National Market System on November 10, 1999. 2 PROSPECTUS For the Public Offering for Sale of 1,778,000 Shares of Common Stock of REGIS CORPORATION The 1,778,000 shares of Common Stock are being offered by certain of our present shareholders. Regis will not receive any of the proceeds from the sale of shares by the selling shareholders. The selling shareholders have advised us that sales of their shares may be made from time to time through the NASDAQ Stock Market, through negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The selling shareholders may sell their shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholders or the purchasers of the shares for whom such broker-dealers may act as agent or to whom they may sell as principal. No period of time has been fixed within which the shares may be offered or sold. We will initially pay all expenses with respect to this offering, except for brokerage fees and commissions and transfer taxes for the selling shareholders, which will be borne by the selling shareholders. Our stock is quoted on the NASDAQ Stock Market under the symbol "RGIS." On November 10, 1999, the last sale price of our stock as reported by NASDAQ was $20.50 per share. The common stock is being offered on a delayed or continuous basis. FOR RISKS IN BUYING OUR STOCK, SEE "RISK FACTORS" 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. ---------------- November 12, 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 sales 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 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 supplier's failure to ensure Year 2000 compliance would not have an adverse effect on the Company. 1 4 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 Suite 1400 10048 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. 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, and results of operations. These documents are: - Our Annual Report on Form 10-K for the year ended June 30, 1999. - Our Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. - The information contained in our Proxy Statement dated September 17, 1999 for our Annual Meeting of Shareholders held on October 19, 1999. - The description of our common stock contained in our Registration Statement on Form 8-A, dated May 7, 1991. 2 5 - All other documents filed by us under Sections13(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. THE OFFERING Common Stock Offered By: The Selling Shareholders 1,778,000 shares Common Stock Outstanding after the Offering 40,529,222 shares Use of Proceeds We will not receive any proceeds from the sale of the shares by the selling shareholders. NASDAQ Symbol RGIS USE OF PROCEEDS We will not receive any proceeds from the sale of shares by the selling shareholders. SELLING SHAREHOLDERS The following table summarizes certain information regarding the beneficial ownership of our common stock as of November 12, 1999, and as adjusted to reflect the sale of the common stock offered for the selling shareholders: 3 6
Shares Beneficially Shares Beneficially Owned Before the Owned After the Offering Offering ------------------- -------------------- Shares Being Name Number Percent Offered Number Percent - ----------------------- ------ ------- ------------- ------ ------- John Hardy Shannon 640,080 1.7% 640,080 0 0% Spencer Leslie 494,284 1.3% 494,284 0 0% Sandra Leslie 88,900 * 88,900 0 0% Richard Leslie 423,164 1.1% 423,164 0 0% Howard Mark Leslie 129,794 * 129,794 0 0% Howard Mark Leslie, Spencer Leslie and Richard Leslie as joint tenants 1,778 * 1,778 0 0%
* less than 1% PLAN OF DISTRIBUTION The selling shareholders have advised us that they may sell their shares from time to time in transactions through the NASDAQ Stock Market, through negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Sales may be made under this Prospectus to or through broker-dealers who may receive compensation in the form of discounts, concessions or commissions from the selling shareholders or the purchasers of their stock for whom such broker-dealer may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Any broker-dealers or other persons acting on the selling shareholders' behalf for the sale of their stock may be "underwriters" within the meaning of the Securities Act, and any commissions received by them and any profit realized by them on the resale of the stock as principals may be underwriting commissions under the Securities Act. No period of time has been fixed within which the stock may be offered or sold. 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. 4 7 EXPERTS Our consolidated financial statements incorporated in this Prospectus by reference to our 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. With respect to our unaudited consolidated financial information for the three-month periods ended September 30, 1999 and 1998, incorporated by reference in this Prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated October 27, 1999, incorporated by reference herein, states that they did not audit and they do not express an opinion on that unaudited consolidated financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited consolidated financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act. 5 8 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 1,778,000 Shares Common Stock ---------- PROSPECTUS November 12,1999 6 9 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 $ 10,071.04 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 $ 14,071.04* - ---------------------------------- *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 10 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 Letter re: Unaudited Interim Financial Information 15 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 11 (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 Securities and Exchange Commission such indemnification is against public policy as expressed in such Act 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 such Act and will be governed by the final adjudication of such issue. II-3 12 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 12th day of November, 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 Myron Kunin Directors November 12, 1999 /s/ Paul D. Finkelstein - ------------------------------ President, Chief Executive Paul D. Finkelstein Officer and Director (Principal Executive Officer) November 12, 1999 /s/ Randy L. Pearce - ------------------------------ Executive Vice President, Finance Randy L. Pearce and Administration, and Chief Financial Officer (Principal Financial and Accounting Officer) November 12, 1999 /s/ Rolf E. Bjelland - ------------------------------ Director November 12, 1999 Rolf E. Bjelland /s/ Christopher A. Fox - ------------------------------ Director November 12, 1999 Christopher A. Fox - ------------------------------ Director Thomas Gregory /s/ Van Zandt Hawn - ------------------------------ Director November 12, 1999 Van Zandt Hawn
II-4 13 - ------------------------------ Director Susan Hoyt - ------------------------------ Director David B. Kunin
II-5 14 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- EXHIBITS to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- Regis Corporation II-6 15 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 15 Letter re: Unaudited Interim Financial Information 23.1 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Bert M. Gross (included in Exhibit 5.1)
II-7 EX-5.1 2 OPINION OF BERT M. GROSS 1 EXHIBIT 5.1 [REGIS CORPORATION LETTERHEAD] November 12, 1999 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 1,778,000 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 non-assessable. 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 Bert M. Gross Bert M. Gross General Counsel EX-15 3 LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION 1 EXHIBIT 15 LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION November 11, 1999 Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Commissioners: We are aware that our report dated October 27, 1999 on our reviews of interim consolidated financial information of Regis Corporation (the Company) for the periods ended September 30, 1999 and 1998, and included in the Company's quarterly report on Form 10-Q for the quarter ended September 30, 1999, is incorporated by reference in this registration statement on Form S-3 for the registration of 1,778,000 shares of Regis Corporation Common Stock. PRICEWATERHOUSECOOPERS LLP EX-23.1 4 CONSENT OF PRICEWATERHOUSECOOPERS LLP 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. PRICEWATERHOUSECOOPERS LLP Minneapolis, Minnesota November 11, 1999 -----END PRIVACY-ENHANCED MESSAGE-----