-----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, B/ZxBbWeEHv3oXJW9KF+NckESmNw4ZWMyKYSq8S/kV9MfIpFJjMIYHVAG8671Z9y kP45las6wbczy0JpaHYehw== 0001104659-06-024264.txt : 20060411 0001104659-06-024264.hdr.sgml : 20060411 20060411114252 ACCESSION NUMBER: 0001104659-06-024264 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060405 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060411 DATE AS OF CHANGE: 20060411 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12725 FILM NUMBER: 06752770 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 8-K 1 a06-5305_38k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 5, 2006

 

REGIS CORPORATION

(Exact name of registrant as specified in its charter)

 

Minnesota

 

0-11230

 

41-0749934

(State or other jurisdictionof incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No)

 

7201 Metro Boulevard
Minneapolis, MN 55439

(Address of principal executive offices and zip code)

 

(952) 947-7000

(Registrant’s telephone number, including area code)

 

(Not applicable)

(Former name or former address, if changed from last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Regis Corporation
Current Report on Form 8-K

 

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

 

On April 5, 2006, Regis Corporation (“Regis”) announced that it had terminated the Agreement and Plan of Merger, dated as of January 10, 2006 (the “Merger Agreement”), among Alberto-Culver Company (“Alberto-Culver”), Sally Holdings, Inc., Regis, Roger Merger Inc. and Roger Merger Subco LLC, following Alberto-Culver’s announcement that the Alberto-Culver board of directors had withdrawn its recommendation to the stockholders of Alberto-Culver that they approve the transactions contemplated by the Merger Agreement. As a result of the termination of the Merger Agreement, the Support Agreement, dated as of January 10, 2006, between Regis and certain stockholders of Alberto-Culver also terminated automatically in accordance with its terms. A copy of the News Release issued by Regis in connection with this Item 1.02 is attached as Exhibit 99 and incorporated by reference herein.

 

Pursuant to the terms of the Merger Agreement, Alberto-Culver paid Regis a termination fee of $50.0 million in connection with the termination of the Merger Agreement. This money was received by Regis on April 10, 2006.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

EXHIBIT
NUMBER

 

 

 

 

 

99

 

Regis Corporation News Release dated April 5, 2006.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

REGIS CORPORATION

 

 

 

 

 

 

 

 

 

Dated: April 11, 2006

By:

/s/ Eric Bakken

 

 

 

Name: Eric Bakken, Title: Secretary

 

 

EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

 

99

 

Regis Corporation News Release dated April 5, 2006.

 

3


EX-99 2 a06-5305_3ex99.htm EX-99

Exhibit 99

 

 

CONTACT:

 

REGIS CORPORATION:

 

 

Jack Nielsen – Director of Finance

 

 

952-947-7000

 

For Immediate Release

 

REGIS ANNOUNCES TERMINATION OF MERGER AGREEMENT WITH ALBERTO-CULVER COMPANY

 

MINNEAPOLIS, April 5, 2006—Regis Corporation (NYSE:RGS), the global leader in the $150 billion hair care industry, today announced that it has terminated the Agreement and Plan of Merger, dated as of January 10, 2006 (the “Merger Agreement”), among Alberto-Culver Company (“Alberto-Culver”), Sally Holdings, Inc., Regis Corporation (“Regis”), Roger Merger Inc. and Roger Merger Subco LLC, following Alberto-Culver’s announcement that the Alberto-Culver board of directors had withdrawn its recommendation to the stockholders of Alberto-Culver that they approve the transactions contemplated by the Merger Agreement. Pursuant to the terms of the Merger Agreement, Alberto-Culver is required to pay Regis a termination fee in connection with the termination of the Merger Agreement.

 

Regis Corporation will report third quarter 2006 revenue results on April 12, 2006 and third quarter 2006 earnings results on April 26, 2006. A conference call discussing third quarter results will follow at 10:00 a.m., Central Time. Interested parties are invited to listen by logging on to www.regiscorp.com.

 

Regis Corporation (NYSE:RGS) is the beauty industry’s global leader in salons, hair restoration centers and education. As of December 31, 2005, the Company owned or franchised 11,211 worldwide locations, which included 11,086 beauty salons, 90 hair restoration centers and 35 beauty schools operating under concepts such as Supercuts, Jean Louis David, Vidal Sassoon, Regis Salons, MasterCuts, Trade Secret, SmartStyle, Cost Cutters and Hair Club for Men and Women. These and other concepts are located in the US and in ten other countries throughout North America and Europe. For additional information about the Company, please visit the Investor Information section of the corporate website at www.regiscorp.com.

 

This press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward–looking statements in this document reflect management’s best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, “may,” “believe,” “project,” “forecast,” “expect,” “estimate,” “anticipate” and “plan.” In addition, the following factors could affect the Company’s actual results and cause such results to differ materially from those expressed in forward-looking statements. These factors include competition within the personal hair care industry, which remains strong, both domestically and internationally, and price sensitivity; changes in economic condition; changes in consumer tastes and fashion trends; labor and benefit costs; legal claims; risk inherent to international development (including currency fluctuations); the continued ability of the Company and its franchisees to obtain

 



 

suitable locations for new salon development; governmental initiatives such as minimum wage rates, taxes and possible franchise legislation; the ability of the Company to successfully identify and acquire salons and beauty schools that support its growth objectives; the ability of the company to maintain satisfactory relationships with suppliers; or other factors not listed above. The ability of the Company to meet its expected revenue growth is dependent on salon and beauty school acquisitions, new salon construction and same-store sales increases, all of which are affected by many of the aforementioned risks. Additional information concerning potential factors that could affect future financial results is set forth in the Company’s Annual Report on Form 10-K for the year ended June 30, 2005 and included in Form S-3 Registration Statement filed with the Securities and Exchange Commission on June 8, 2005. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the SEC on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.

 

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