8-A12B/A

		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
		Washington, D.C. 20549
FORM 8-A/A Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
	REGIS CORPORATION
	(Exact name of registrant as specified in its charter)
	Minnesota		41-0749934
	(State of incorporation or organization)		(I.R.S. Employer Identification No.)
	7201 Metro Boulevard, Edina, Minnesota		55439
	(Address of principal executive offices)		(Zip Code)
	Securities to be registered pursuant to Section 12(b) of the Act:
	Title of each class to be so registered		Name of each exchange on which each class is to be registered
	Rights to Purchase Common Stock, Par Value $.05 per share		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ý

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates:                       (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:               None

Item 1.  Description of Registrant’s Securities to be Registered.

Item 1 of the Form 8-A is hereby amended by adding the following at the end thereof.

On January 10, 2006, the Company and the Rights Agent executed the Amendment No. 1 to the Rights Agreement, dated as of January 10, 2006 (the “Rights Agreement Amendment”), between the Company and the Rights Agent.  All capitalized terms used and not defined herein have the meanings ascribed to them in the Rights Agreement, as amended by the Rights Agreement Amendment.

The Rights Agreement Amendment amends the Rights Agreement to generally provide that (i) none of the execution and delivery of the Merger Agreement and the Transaction Agreements and the consummation of the Merger, the Subsequent Merger and the other transactions contemplated by the Merger Agreement and the Transaction Agreements will cause Alberto-Culver Company, a Delaware corporation (“Alberto-Culver”), Sally Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alberto-Culver (“Spinco”), or any of their respective Affiliates or Associates to be, become or be deemed an Acquiring Person; (ii) none of the execution and delivery of the Merger Agreement and the Transaction Agreements and the consummation of the Merger, the Subsequent Merger and the other transactions contemplated by the Merger Agreement and the Transaction Agreements will cause a Share Acquisition Date to occur; and (iii) none of the execution and delivery of the Merger Agreement and the Transaction Agreements and the consummation of the Merger, the Subsequent Merger and the other transactions contemplated by the Merger Agreement and the Transaction Agreements or the public announcement of any of the foregoing will cause a Distribution Date to occur.

The Rights Agreement Amendment is filed as Exhibit 4.1 to this Form 8-A/A.  The foregoing summary description of the Rights Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 hereto, which is incorporated herein by reference.

Item 2.  Exhibits.

Item 2 of the Form 8-A is hereby amended by adding the following immediately after the reference to Exhibit 4 therein.

4.1Amendment No. 1, dated as of January 10, 2006, to Rights Agreement, dated December 23, 1996, between Regis Corporation and Wells Fargo Bank, N.A., as successor to Norwest Bank Minnesota, N.A.

2

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: January 12, 2006
	REGIS CORPORATION
	By:	/s/ Eric Bakken
	Name:			Eric Bakken
	Title:		Secretary

3

EXHIBIT INDEX

4.1Amendment No. 1, dated as of January 10, 2006, to Rights Agreement, dated as of December 23, 1996, between Regis Corporation and Wells Fargo Bank, N.A., as successor to Norwest Bank Minnesota, N.A.

4

EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is made as of January 10, 2006 between REGIS CORPORATION, a Minnesota company (the “Company”), and WELLS FARGO BANK, N.A. (the “Rights Agent”), amending the Rights Agreement, dated as of December 23, 1996, between the Company and the Rights Agent (the “Rights Agreement”).  Capitalized terms used herein without definition shall have the respective meanings ascribed to such terms in the Rights Agreement.

WHEREAS, the Board of Directors of the Company has approved an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 10, 2006, by and among Alberto-Culver Company, a Delaware corporation (“Alberto”), Sally Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alberto (“Spinco”), the Company, Roger Merger Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”) and Roger Merger Subco LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Subco”), pursuant to which (i) at the Effective Time (as defined in the Merger Agreement), Merger Sub will be merged with and into Spinco (the “Merger”), with Spinco being the surviving corporation, and each issued and outstanding share of common stock of Spinco not held by Spinco as treasury stock or held by the Company shall be converted into the right to receive common stock (including associated Rights) of the Company and (ii) immediately after the Effective Time, the surviving corporation of the Merger will be merged with and into Subco, with Subco being the surviving entity;

WHEREAS, in connection with the Merger and in accordance with Section 27 of the Rights Agreement, the Company desires to amend the Rights Agreement as hereinafter set forth and has executed and delivered this Amendment immediately prior to the execution and delivery of the Merger Agreement; and

WHEREAS, the Company has requested that the Rights Agent execute, and the Rights Agent has agreed to execute, this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

AMENDMENT

1.Amendment of the Rights Agreement.

1.1Section 1 of the Rights Agreement is hereby amended by adding the following definitions thereto:

“(o)“Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of January 10, 2006, by and among Alberto-Culver Company, a Delaware corporation (“Alberto”), Sally Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Alberto (“Spinco”), the Company, Roger Merger Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, and Roger Merger Subco LLC, a Delaware limited liability company and a wholly-owned

subsidiary of the Company, as the same may be amended in accordance with the terms thereof.

(p)“Merger” has the meaning ascribed to it in the Merger Agreement.

(q)“Subsequent Merger” has the meaning ascribed to it in the Merger Agreement.

(r)“Subsidiary” has the meaning ascribed to it in the Merger Agreement.

(s)“Transaction Agreements” has the meaning ascribed to it in the Merger Agreement.”

1.2The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby amended by inserting the following sentence immediately prior to the last sentence thereof:

“Notwithstanding anything to the contrary contained herein, none of the execution and delivery of the Merger Agreement, the Transaction Agreements and the consummation of the Merger, the Subsequent Merger and the other transactions contemplated by the Merger Agreement and the Transaction Agreements will cause Alberto, Spinco or any of their respective Affiliates or Associates to be, become or be deemed an Acquiring Person.”

1.3The definition of “Shares Acquisition Date” in Section 1(m) of the Rights Agreement is hereby amended by inserting the following sentence immediately after the last sentence thereof:

“Notwithstanding anything to the contrary contained herein, none of the execution and delivery of the Merger Agreement, the Transaction Agreements and the consummation of the Merger, the Subsequent Merger and the other transactions contemplated by the Merger Agreement and the Transaction Agreements will cause a Share Acquisition Date to occur.”

1.4Section 3(a) of the Rights Agreement is hereby amended by inserting the following after the defined term “Distribution Date” contained therein:

“provided that, notwithstanding anything to the contrary contained herein, none of the execution and delivery of the Merger Agreement, the Transaction Agreements and the consummation of the Merger, the Subsequent Merger and the other transactions contemplated by the Merger Agreement and the Transaction Agreements or the public announcement of any of the foregoing will cause a Distribution Date to occur.”

1.5The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended by this Amendment.

2.Effect of Amendment.  This Amendment shall be deemed to be in full force and effect immediately prior to the execution of the Merger Agreement.  Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto shall remain in full force and effect in all respects.  In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment shall govern.

3.Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

5.Governing Law.  This Amendment shall be deemed to be a contract made under the laws of the State of Minnesota and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

[Remainder of Page Left Blank Intentionally]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

REGIS CORPORATION
By:	/s/ Paul D. Finkelstein
Name:				Paul D. Finkelstein
Title:			Chairman of the Board of Directors, President and Chief Executive Officer
WELLS FARGO BANK, N.A.
as the Rights Agent
By:	/s/ Steve Hoffman
Name:				Steve Hoffman
Title:		Assistant Vice President

[SIGNATURE PAGE TO AMENDMENT TO THE RIGHTS AGREEMENT]