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): July 17, 2012
REGIS CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota |
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1-12725 |
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41-0749934 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No) |
7201 Metro Boulevard
Minneapolis, MN 55439
(Address of principal executive offices and zip code)
(952) 947-7777
(Registrants 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 July 17, 2012, Mr. Daniel Beltzman was appointed to the Board of Directors of Regis Corporation (the Company) effective August 1, 2012. Mr. Beltzman was appointed to serve as a member of the Audit and Compensation Committees of the Board of Directors. Mr. Beltzman will receive the Companys standard director compensation, which is described under the heading 2011 Director Compensation Table in the Companys proxy statement for its 2011 annual meeting of shareholders, subject to one change that was recently approved by the Board of Directors. The equity component will now consist of restricted stock units with a grant date fair value of $90,000, which vest monthly over a one year period (instead of 5,000 shares of restricted stock vesting over five years).
A copy of the press release announcing Mr. Beltzmans appointment to the Board of Directors is attached as Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
EXHIBIT |
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99.1 |
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Regis Corporation News Release dated July 18, 2012 Regis Appoints Daniel Beltzman to Board of Directors |
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.
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REGIS CORPORATION | |
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Dated: July 23, 2012 |
By: |
/s/ Eric Bakken |
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Name: Eric Bakken, Title: Secretary |
EXHIBIT INDEX
EXHIBIT |
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99.1 |
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Regis Corporation News Release dated July 18, 2012 Regis Appoints Daniel Beltzman to Board of Directors |
Exhibit 99.1
CONTACT: REGIS CORPORATION: Mark Fosland SVP, Finance and Investor Relations 952-806-1707 Andy Larew Director, Finance-Investor Relations 952-806-1425 |
For Immediate Release
REGIS APPOINTS DANIEL BELTZMAN TO BOARD OF DIRECTORS
MINNEAPOLIS July 18, 2012 Regis Corporation (NYSE:RGS - News) (Regis), the global leader in the $160 billion hair care industry, announced today that it has appointed Daniel Beltzman, managing member of Birch Run Capital, LLC (Birch Run), to its Board of Directors, effective August 1, 2012. According to a filing by Birch Run with the Securities and Exchange Commission in May 2012, Birch Run beneficially owned, through its affiliates, approximately 10.4% of Regis common stock at that time. With the addition of Mr. Beltzman, Regis Board will expand from six directors to seven directors, all of whom are independent.
As recently announced, Regis has appointed a new President and Chief Executive Officer, Dan Hanrahan, effective August 6, 2012. Mr. Hanrahan will also join the Regis Board and he will be the only director who is not independent.
We regularly consider the composition of our Board of Directors, and are pleased to announce the appointment of Daniel to Regis Board, said Joel Conner, Chairman of the Board. We look forward to benefitting from Daniels wealth of financial experience and expertise, and welcome the additional shareholder perspective he will bring. Birch Run has been a strong advocate of Regis, and believes in our strategy to enhance value for our shareholders by focusing on our core operations.
Daniel Beltzman co-founded Birch Run Capital, LLC (Birch Run) in May 2006, and has served as a Managing Member of the firm since that time. Today, under Mr. Beltzmans direction, Birch Run manages significant assets for a number of high net worth investors. In his current role, Mr. Beltzman oversees the investment portfolio, including formulating investment strategy and generating new investment ideas. Mr. Beltzman holds a B.B.A and M.Acc. from the University of Michigan.
About Regis Corporation
Regis Corporation (NYSE:RGS) is the beauty industrys global leader in beauty salons, hair restoration centers and cosmetology education. As of March 31, 2012, the Company owned, franchised or held ownership interests in approximately 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, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Information section of the corporate website at www.regiscorp.com. To join Regis Corporations email alert list, click on this link: http://www.b2i.us/irpass.asp?BzID=913&to=ea&Nav=1&S=0&L=1