0001104659-11-061177.txt : 20111104 0001104659-11-061177.hdr.sgml : 20111104 20111104164754 ACCESSION NUMBER: 0001104659-11-061177 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111027 FILED AS OF DATE: 20111104 DATE AS OF CHANGE: 20111104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12725 FILM NUMBER: 111181784 MAIL ADDRESS: STREET 1: C/O S1 CORPORATION STREET 2: 705 WESTECH DRIVE CITY: NORCROSS STATE: GA ZIP: 30092 ISSUER: 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 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 3 1 a3.xml 3 X0204 3 2011-10-27 0 0000716643 REGIS CORP RGS 0001362697 Smith Jeffrey C 7201 METRO BOULEVARD MINNEAPOLIS MN 55439 1 0 0 0 Common Stock 2535000 I By Starboard affiliates 5% Convertible Senior Notes due 2014 15.46 2014-07-15 Common Stock 577462 I By Starboard affiliates Shares are beneficially owned directly by Starboard Value & Opportunity Master Fund Ltd. ("Starboard V&O Fund") (1,565,502 shares), Starboard Value and Opportunity S LLC ("Starboard LLC") (719,498 shares) and a certain managed account ("Starboard Value LP Account")(250,000 shares) of Starboard Value LP ("Starboard Value LP"). Starboard Value LP acts as the investment manager of Starboard V&O Fund and Starboard Value LP Account and as the manager of Starboard LLC. Starboard Value LP has sole voting and dispositive power over the shares held by the Starboard Value LP Account. Starboard Value GP LLC ("Starboard Value GP") serves as the general partner of Starboard Value LP. Starboard Principal Co GP LLC ("Principal Co") is a member of Starboard Value GP. Starboard Principal Co GP LLC ("Principal GP") serves as the general partner of Principal Co. The Reporting Person serves as a member of Principal GP and a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The notes are convertible into shares of common stock on and after April 15, 2014 until the close of business on the second scheduled trading day immediately preceding the July 15, 2014 maturity date. The notes are also convertible any time prior to the close of business immediately preceding April 15, 2014 under the following circumstances: (i) during any fiscal quarter commencing after September 30, 2009, if the last reported sale price of the Issuer's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price on each applicable trading day; (ii) during the five business day period after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of the Issuer's common stock and the applicable conversion rate on each such day; or (iii) upon the occurrence of specified corporate events. 370,380 shares underlying the notes are beneficially owned directly by Starboard V&O Fund and 207,082 shares underlying the notes are beneficially owned directly by Starboard LLC. See note (1). Kristin J. Staffanson, by Power of Attorney 2011-11-04 EX-24 2 ex-24.htm EX-24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Eric A. Bakken and Kristin J. Staffanson, the undersigned?s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Regis Corporation (the Company), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; and

(2) do and perform any and all acts for and on behalf of the undersigned necessary to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned?s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of November, 2011.

Jeffrey C. Smith