-----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, MYClGDBCaEG/5lJfy3FycO8iO045CGagXcapAMtP3wERhFwiJ2pWKJqw0jJ0n1dl XQEA8DSmOAzMpMR0Vd27HQ== 0001104659-10-042440.txt : 20100805 0001104659-10-042440.hdr.sgml : 20100805 20100805171350 ACCESSION NUMBER: 0001104659-10-042440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100803 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100805 DATE AS OF CHANGE: 20100805 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: 10995449 BUSINESS ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 9529477777 MAIL ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 8-K 1 a10-15402_18k.htm 8-K

 

 

UNITED STATES

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): August 3, 2010

 

REGIS CORPORATION

(Exact name of registrant as specified in its charter)

 

Minnesota

1-12725

 

41-0749934

(State or other jurisdiction of incorporation)

(Commission File Number)

 

(IRS Employer Identification No)

 

7201 Metro Boulevard

Minneapolis, MN 55439

(Address of principal executive offices and zip code)

 

(952) 947-7777

(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 5.02   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On August 3, 2010, Mr. Joseph L. Conner was elected to the Board of Directors of Regis Corporation (the “Company”).  Mr. Conner was appointed to serve as a member of the Audit, Compensation and Nominating and Corporate Governance Committees of the Board of Directors.  Mr. Conner will receive the Company’s standard director compensation, which is described under the heading “2009 Director Compensation Table” in the Company’s proxy statement for its 2009 annual meeting of shareholders.

 

A copy of the press release announcing Mr. Conner’s election to the Board of Directors is attached as Exhibit 99.1 and incorporated herein by reference.

 

ITEM 8.01.   OTHER EVENTS.

 

A copy of a press release announcing that the Company’s Board of Directors has authorized the exploration of strategic alternatives to enhance shareholder value is attached as Exhibit 99.2 and incorporated herein by reference.

 

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)           Exhibits.

 

EXHIBIT
NUMBER

 

 

 

 

 

99.1

 

Regis Corporation News Release dated August 4, 2010 — Regis Elects New Independent Director

99.2

 

Regis Corporation News Release dated August 4, 2010 — Regis Board to Evaluate Strategic Alternatives to Enhance Shareholder Value

 

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: August 5, 2010

By:

/s/ Eric Bakken

 

 

Name: Eric Bakken, Title: Secretary

 

3


EX-99.1 2 a10-15402_1ex99d1.htm EX-99.1

Exhibit 99.1

 

REGIS ELECTS NEW INDEPENDENT DIRECTOR

 

MINNEAPOLIS, Minnesota, August 4, 2010 — Regis Corporation (NYSE:RGS) today announced that Joseph L. (“Joel”) Conner, the Chairman and Chief Executive Officer of Bellisio Foods, Inc., a privately held frozen entrée company with exports to 12 countries worldwide and $500 million in annual revenue, has been elected to the Regis Board of Directors.

 

“Joel comes to the Company with vast experience in marketing consumer-facing brands and leveraging them through innovative partnerships.  We are thrilled to have him join the Regis Board,” said Paul D. Finkelstein, Chairman and Chief Executive Officer.

 

With the addition of Mr. Conner, six of the Company’s eight directors are independent.  Mr. Conner will stand for re-election at the next annual shareholders meeting.  Thomas L. Gregory, who has served Regis as a director since 1996, will retire and not stand for re-election at the 2010 annual shareholders meeting, thereby returning the Board to seven directors at that time.  “Tom has been an outstanding director over the last 14 years, and the Company has benefited from his commitment to the Regis Board,” said Mr. Finkelstein.  “We very much appreciate all of his efforts.”

 

Mr. Conner, age 59, has been with Bellisio Foods since it was founded in 1990, and prior to becoming CEO was instrumental in leading the company’s international development and many of its strategic partnerships. Prior to joining Bellisio Foods, Mr. Conner was the co-founder and director of Cornell Associates, which provided financial management and consulting services to the hotel and restaurant industry worldwide. Prior to Cornell, Mr. Conner served as the Chief Marketing Officer for ServiceMaster Industries.

 

Mr. Conner is a former director of Republic Banks and has been involved in dozens of successful start-up and turnaround companies, both public and private.  He has served on the board of directors or advisory board of numerous organizations in real estate, restaurant management, professional sports, and manufacturing.  Mr. Conner currently serves as the Chairman of the Board of Directors of Students in Free Enterprise (SIFE), where he has served as a Board member for 15 years. Mr. Conner is also a past chairman of Children’s HeartLink and continues to serve on the boards of Page Education Foundation and Change, Inc.

 

Separately, the Company disclosed that it has received a notice under Article II, Section 8 of its bylaws, from a shareholder that states that it is the beneficial owner of 10,000 shares of the Company’s common stock, notifying the Company of such shareholder’s intention to nominate four nominees for election as directors at the Company’s next annual meeting.  A representative of such shareholder has informed the Company orally that such shareholder has not yet decided whether to proceed with such nominations, but was delivering the notice in order to preserve its option to do so under the Company’s bylaws.

 

About Regis Corporation

 

Regis Corporation (NYSE:RGS) is the beauty industry’s global leader in beauty salons, hair restoration centers and cosmetology education. As of March 31, 2010, the Company owned, franchised or held ownership interests in over 12,700 worldwide locations. Regis’ corporate and franchised locations operate under concepts such as Supercuts, Sassoon Salon, Regis Salons, MasterCuts, SmartStyle, Cost Cutters, Cool Cuts 4 Kids and Hair Club for Men and Women. In addition, Regis maintains an ownership interest in Provalliance, which operates salons primarily in Europe, under the brands of Jean Louis David, Franck

 



 

Provost and Saint Algue. Regis also maintains ownership interests in Empire Education Group in the U.S. and the MY Style concepts in Japan. System-wide, these and other concepts are located in the U.S. and in over 30 other countries in North America, South America, Europe, Africa and Asia. For additional information about the company, please visit the Investor Information section of the corporate website at www.regiscorp.com. To join Regis Corporation’s email alert list, click on this link: http://www.b2i.us/irpass.asp?BzID=913&to=ea&Nav=1&S=0&L=1

 

CONTACTS

 

REGIS CORPORATION

Mark Fosland, 952-806-1707

Vice President, Finance

 

Alex Forliti, 952-806-1767

Director, Finance-Investor Relations

 


EX-99.2 3 a10-15402_1ex99d2.htm EX-99.2

Exhibit 99.2

 

REGIS BOARD TO EVALUATE STRATEGIC ALTERNATIVES

TO ENHANCE SHAREHOLDER VALUE

 

MINNEAPOLIS, Minnesota, August 4, 2010 — Regis Corporation (NYSE:RGS) today announced that its Board of Directors has authorized the exploration of strategic alternatives to enhance shareholder value.  There can be no assurance that the review of strategic alternatives will result in any agreement or transaction.  The Company does not intend to disclose developments with respect to this review unless and until the Board of Directors has approved a specific course of action.

 

“Our Board is committed to enhancing shareholder value and regularly evaluates our options to achieve that goal. During the past year, the Board and management team have taken numerous concrete steps, including reducing overhead expenses and efficiently managing working capital and international cash balances.  We have also successfully modified our existing debt covenants and completed a capital raise of $336 million.  These transactions effectively re-equitized our balance sheet, improved our leverage ratios and significantly reduced the risk associated with our loan covenants.  In order to further enhance shareholder value, our Board has now instructed our financial advisors to review the various strategic options available to the company,” said Paul D. Finkelstein, Chairman and Chief Executive Officer.

 

Regis has retained Peter J. Solomon Company, L.P. as its financial advisor and Faegre & Benson LLP and Wachtell, Lipton, Rosen & Katz as its legal advisors.

 

About Regis Corporation

 

Regis Corporation (NYSE:RGS) is the beauty industry’s global leader in beauty salons, hair restoration centers and cosmetology education. As of March 31, 2010, the Company owned, franchised or held ownership interests in over 12,700 worldwide locations. Regis’ corporate and franchised locations operate under concepts such as Supercuts, Sassoon Salon, Regis Salons, MasterCuts, SmartStyle, Cost Cutters, Cool Cuts 4 Kids and Hair Club for Men and Women. In addition, Regis maintains an ownership interest in Provalliance, which operates salons primarily in Europe, under the brands of Jean Louis David, Franck Provost and Saint Algue. Regis also maintains ownership interests in Empire Education Group in the U.S. and the MY Style concepts in Japan. System-wide, these and other concepts are located in the U.S. and in over 30 other countries in North America, South America, Europe, Africa and Asia. For additional information about the company, please visit the Investor Information section of the corporate website at www.regiscorp.com. To join Regis Corporation’s email alert list, click on this link: http://www.b2i.us/irpass.asp?BzID=913&to=ea&Nav=1&S=0&L=1

 

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, as amended. 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 the results and impact of the Company’s announcement to explore strategic alternatives, competition within the personal hair care industry, which remains strong, both domestically and

 



 

internationally; price sensitivity; changes in economic conditions, and in particular, continued weakness in the U.S. and global economies; changes in consumer tastes and fashion trends; the ability of the Company to implement its planned spending and cost reduction plan and to continue to maintain compliance with the financial covenants in its credit agreements; 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 and financing for new salon development and to maintain satisfactory relationships with landlords and other licensors with respect to existing locations; governmental initiatives such as minimum wage rates, taxes and possible franchise legislation; the ability of the Company to successfully identify, acquire and integrate salons that support its growth objectives; the ability of the Company to maintain satisfactory relationships with suppliers; the ability of the Company to consummate the planned closure of salons and the related realization of the anticipated costs, benefits and time frame; or other factors not listed above. The ability of the Company to meet its expected revenue target is dependent on salon 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. Except as required by applicable law, 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.

 

CONTACTS

 

REGIS CORPORATION

Mark Fosland, 952-806-1707

Vice President, Finance

 

Alex Forliti, 952-806-1767

Director, Finance-Investor Relations

 

Kelly Sullivan

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

 


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