-----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, OfC/WeW203BCLaADxChIA67Cj4Q9fFZFc+1xsD6v7xzc6pYWH8xDc2x/e6jXUiZu 7ndHqUrucmUhM9TBaWivCA== 0001047469-99-021572.txt : 19990520 0001047469-99-021572.hdr.sgml : 19990520 ACCESSION NUMBER: 0001047469-99-021572 CONFORMED SUBMISSION TYPE: S-4MEF PUBLIC DOCUMENT COUNT: 5 333-75881 FILED AS OF DATE: 19990519 EFFECTIVENESS DATE: 19990519 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-4MEF SEC ACT: SEC FILE NUMBER: 333-78807 FILM NUMBER: 99630644 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-4MEF 1 S-4MEF As filed with the Securities & Exchange Commission on May 19, 1999 Registration No. ________________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- REGIS CORPORATION (Exact name of issuer as specified in its charter) Minnesota 7231 41-0749934 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classification Code Number)
7201 METRO BOULEVARD EDINA, MINNESOTA 55439 (612) 947-7777 (Address and telephone number of principal executive offices) ------------------------- Paul D. Finkelstein, President and Chief Executive Officer Regis Corporation 7201 Metro Boulevard Edina, Minnesota 55439 (612) 947-777 (Name, address and telephone number of agent for service) Copies of Communications to: Bert M. Gross, Esq. Joseph T. Kinning, Esq. Eric A. Bakken, Esq. Scott A. Hendrickson, Esq. Regis Corporation Gray, Plant, Mooty, Mooty & Bennett, P.A. 7201 Metro Boulevard 33 South Sixth Street Edina, Minnesota 55439 3400 City Center (612) 947-7777 Minneapolis, Minnesota 55402 (612) 343-2800
------------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the effective time of the proposed merger of Regis Merger Sub, Inc., a newly formed, wholly-owned subsidiary of Regis Corporation, with and into of The Barbers, Hairstyling for Men & Women, Inc. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. /X/ 333-75881 ----------------------------- If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. / / -------------------------------------------- CALCULATION OF REGISTRATION FEE Proposed Title of Each Class Amount to be Maximum Offering Proposed Maximum Amount of of Securities to be Registered (1) Price Per Share Aggregate Offering Price Registration Fee (2) Registered - ------------------------------------------------------------------------------------------------------------------------- Common Stock, par 9,558 $12.13 $231,864.95 $64.46 value $.05 per share - ------------------------
(1) The registrant previously registered with the Securities and Exchange Commission 2,365,160 shares of its common stock, par value $.05 per share (Registration Statement 333-75881). The amount to be registered in this registration statement is the number of additional shares shares of common stock, par value $.05 per share ("Regis Common Stock"), of Regis Corporation ("Regis") issuable upon consummation of the merger (the "Merger") of Regis Merger Sub, Inc., a wholly-owned subsidiary of Regis, with and into The Barbers, Hairstyling for Men & Women, Inc. ("The Barbers"), at the conversion ratio of 1/2 of one share of Regis Common Stock for one share of common stock, par value $.10 per share, of The Barbers ("The Barbers Common Stock") (adjusted to reflect the 3-for-2 stock split of Regis effective March 1, 1999), based upon the Barbers issuance, pursuant to its Directors Compensation Plan and Designer Salon Program, of an additional 19,115 shares of The Barbers Common Stock since the effectiveness of the prior registration statement. (2) Pursuant to Rule 457(f)(1) and (c), the registration fee was calculated based on the average of the high and low price per share ($12.13) of The Barbers Common Stock as reported on the Nasdaq National Market System on May 13, 1999, multiplied by the additional number of shares of such stock to be canceled in the Merger (19,115 shares). In connection with the filing of the prior registration statement (Registration Statement 333-75881), the registrant paid a filing fee of $15,451.59. ------------------------- THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The information set forth in the Registration Statement on Form S-4 filed by Regis Corporation with the Securities and Exchange Commission (Registration Statement No. 333-75881) pursuant to the Securities Act of 1933, as amended, is incorporated by reference in this registration statement. 1 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-4 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 May 18, 1999. REGIS CORPORATION By /s/ Paul D. Finkelstein -------------------------------- Paul D. Finkelstein CHIEF EXECUTIVE OFFICER KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Paul D. Finkelstein and Bert M. Gross, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him/her and in his/her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full powers and authority to do and perform each and every act and things requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Myron Kunin Chairman of the Board and Director May 18, 1999 --------------- Myron Kunin /s/ Paul D. Finkelstein President, Chief Executive Officer and Director May 18, 1999 ----------------------- Paul D. Finkelstein /s/ Randy L. Pearce Senior Vice President-Finance, Chief Financial May 18, 1999 ------------------- Randy L. Pearce Officer, and Chief Accounting Officer /s/ Christopher A. Fox Executive Vice President and Director May 18, 1999 ---------------------- Christopher A. Fox /s/ Rolf F. Bjelland Director May 18, 1999 -------------------- Rolf F. Bjelland Director --------------------- Thomas L. Gregory Director ------------------ Van Zandt Hawn Director ----------------- Susan S. Hoyt II-1 /s/ David B. Kunin Director May 18, 1999 ------------------ David B. Kunin
II-2 REGIS CORPORATION FORM S-4 INDEX TO EXHIBITS EXHIBIT DESCRIPTION NO. 5* Opinion of Bert M. Gross regarding the validity of the Registrant's common stock to be issued in the Merger. 15* Letter regarding unaudited interim financial information 23.1* Consent of PricewaterhouseCoopers LLP with respect to the audited consolidated financial statements of Regis Corporation 23.2* Consent of Ernst & Young LLP with respect to the audited consolidated financial statements of The Barbers, Hairstyling for Men & Women, Inc. 24* Powers of Attorney (see signature page) --------------- * Filed herewith. II-3 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 #380 May ___, 1999 Regis Corporation 7201 Metro Boulevard Minneapolis, MN 55439 Gentlemen: I have acted as counsel to Regis Corporation, a Minnesota corporation (the "Company"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to the proposed issuance of up to ____________ shares of the Company's Common Stock, par value $.05 (the "Common Stock"). The Common Stock is being registered in connection with the merger of Regis Merger Sub, Inc. (the "Merger Sub"), a wholly owned subsidiary of the Company, with and into The Barbers, Hairstyling for Men & Women, Inc. ("Barbers") (the "Merger") pursuant to an Agreement and Plan of Merger among the Company, Merger Sub, and Barbers, dated as of January 25, 1999, as amended (the "Merger Agreement"). The Common Stock is described in the Proxy Statement/Prospectus included in the Registration Statement to which this opinion is an exhibit. I have examined an executed copy of the Registration Statement (including the exhibits thereto), the Articles of Incorporation of the Company filed with the Secretary of State of the State of Minnesota and such corporate records, documents and other instruments and have made such other examinations and inquiries as I have deemed necessary to enable me to express the opinions set forth herein. Based upon the foregoing and subject to the qualifications and limitations stated herein, and assuming the effectiveness of the Registration Statement under the Act, I am of the opinion that: The shares of Common Stock issuable upon the Merger have been duly authorized and, upon issuance, delivery and exchange as described in the Merger Agreement, will be validly issued, fully paid and nonassessable. The opinions set forth herein relate solely to the laws of the State of Minnesota and the federal laws of the United States. Letter to May , 1999 Page 2 I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of my name under the heading "Legal Matters" in the prospectus forming a part of the Registration Statement. Very truly yours, REGIS CORPORATION By --------------------------- Bert M. Gross EX-15 3 EX-15 EXHIBIT 15 LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION May 19, 1999 Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Commissioners: We are aware that our reports dated October 27, 1998, January 25, 1999, and April 27, 1999 on our reviews of interim consolidated financial information of Regis Corporation for the periods ended September 30, 1998 and 1997, December 31, 1998 and 1997, and March 31, 1999 and 1998, respectively, and included in the Company's quarterly reports on Form 10-Q for the quarters ended September 30, 1998, December 31, 1998, and March 31, 1999, are incorporated by reference in this registration statement on Form S-4 for the registration of 9,558 shares of Regis Corporation Common Stock. PRICEWATERHOUSECOOPERS LLP EX-23.1 4 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 for the registration of 9,558 shares of Regis Corporation common stock of our report dated August 21, 1998 relating to the consolidated financial statements, which appears in the 1998 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, 1998. We also consent to the incorporation by reference of our report dated August 21, 1998, relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Minneapolis, Minnesota May 19, 1999 EX-23.2 5 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF ERNST & YOUNG LLP We consent to the reference to our firm under the captions "Selected Financial Data" and "Experts" and to the inclusion of our report dated November 2, 1998, with respect to the financial statements of The Barbers, Hairstyling for Men & Women, Inc. in the Regis Corporation registration statement on Form S-4 (333-75881) incorporated by reference into this registration statement of Regis Corporation (Form S-4) filed under Rule 462(b) for the registration of 9,558 shares of common stock. /s/ ERNST & YOUNG LLP Minneapolis, Minnesota May 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----