<PAGE>
As filed with the Securities and Exchange Commission on ________________, 1998
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
REGIS CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 41-0749934
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7201 Metro Boulevard
Edina, MN 55439
(612) 947-7777
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------
Bert M. Gross, Esq.
Senior Vice President and General Counsel
7201 Metro Boulevard
Minneapolis, MN 55439
(612) 947-7350
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
-----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans,
please check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
-----------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Aggregate Offering Registration Fee
Registered Per Share (1) Price (1)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 shares $29.625 $14,812,500 $4,369.69
$.05 par value
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee under
Rule 457(c) based on the average of the high ($29.875) and the low
($29.375) prices for such shares on the NASDAQ National Market System on
March 30, 1998.
<PAGE>
500,000 Shares
REGIS CORPORATION
Common Stock
---------------------------
The 500,000 shares of Common Stock offered hereby (the "Shares"), are being
offered by Regis Corporation (the "Company"). See "Use of Proceeds."
The Company intends that sales of the Shares may be made from time to time
in the over-the-counter market, through negotiated transactions or otherwise, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Shares may be offered as separate series in amounts, at prices, and
on terms to be set forth in one or more supplements to this Prospectus. The
Company may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Company or the purchasers of the
Shares for whom such broker-dealers may act as agent or to whom they may sell as
principal, or both (which compensation to a particular broker-dealer might be in
excess of customary commissions). See "Plan of Distribution."
No period of time has been fixed within which the Shares may be offered or
sold. The Company will initially pay all expenses with respect to this
offering.
The Common Stock is quoted on the NASDAQ National Market System under the
symbol "RGIS." On March 30, 1998, the last sale price of the Common Stock as
reported by NASDAQ was $29.6875 per share. The Common Stock is being offered on
a delayed or continuous basis.
This Prospectus may not be used to consummate sales of the Shares unless
accompanied by the Prospectus Supplement applicable to the Shares being sold.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is March 31, 1998
<PAGE>
THE COMPANY
The Company is incorporated in the State of Minnesota and has its principal
executive office at 7201 Metro Boulevard, Minneapolis, Minnesota 55439. The
Company telephone number is (612) 947-7777.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facility maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the Commission at 7
World Trade Center, Suite 1300, New York, New York 10048 and the CitiCorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 at
prescribed rates. The Commission maintains a Web site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding registrants such as the Company that file electronically. The Common
Stock is quoted on the NASDAQ National Market System and reports, proxy
statements and other information regarding the Company can also be inspected at
the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of the Registration Statement on Form
S-3 filed by the Company with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain items of which are
contained in schedules and exhibits to the Registration Statement as permitted
by the rules and regulations of the Commission. Reference is hereby made to the
Registration Statement and to the exhibits thereto for further information with
respect to the Company. Any statements contained herein concerning the
provisions of any contract, agreement or other document are not necessarily
complete and, in each instance, reference is made to the copy of such contract,
agreement or other document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference. The Registration Statement, including the exhibits
thereto, may be inspected without charge to the Commission's principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
all or any part thereof may be obtained from such office at prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1997;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarterly periods
ended September 30, 1997, and December 31, 1997;
3. The description of the Registrant's capital stock contained in Amendment
No. 2 to Form S-1 Registration Statement No. 33-70142 filed with the
Commission on November 19, 1993.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering shall be deemed to be incorporated by reference
2
<PAGE>
into this Prospectus. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated into this Prospectus by reference, other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents. Requests for such copies should be directed to: Regis
Corporation, 7201 Metro Boulevard, Minneapolis, Minnesota 55439 (telephone:
(612) 947-7777).
USE OF PROCEEDS
Except as otherwise provided in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from this offering for general working
capital purposes and to finance possible acquisitions of other businesses in the
hairstyling and hair care products industry.
PLAN OF DISTRIBUTION
Except as otherwise specified in the applicable Prospectus Supplement, the
Company may sell the Shares from time to time in transactions in the
over-the-counter market, through negotiated transactions or otherwise, at fixed
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices.
In connection with this offering, an underwriter and its affiliates may
engage in transactions that stabilize, maintain or otherwise affect the market
price of the Common Stock. Such transactions may include stabilization
transactions effected in accordance with Rule 104 of Regulation M under the
Exchange Act pursuant to which such persons may bid for or purchase Common Stock
for the purpose of stabilizing its market price. The underwriter also may
create a short position for the account of the underwriter by selling more
Common Stock in connection with the offering that it is committed to purchase
from the Company, and in such case may purchase Common Stock in the open market
following completion of the offering to cover such short position. Any of the
transactions described in this paragraph may result in the maintenance of the
price for the Common Stock at a level above that which might otherwise prevail
in the open market. None of the transactions described in this paragraph are
required, and, if they are undertaken, they may be discontinued at any time.
Sales may be made pursuant to this Prospectus to or through broker-dealers
who may receive compensation in the form of discounts, concessions or
commissions from the Company or the purchasers of Common Stock for whom such
broker-dealer may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Any broker-dealers or other persons acting on the
Company's behalf in connection with the sale of Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
received by them and any profit realized by them on the resale of the Shares as
principals may be deemed to be underwriting commissions under the Securities
Act. No period of time has been fixed within which the Shares may be offered or
sold.
LEGAL OPINIONS
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Bert M. Gross, General Counsel of the Company.
3
<PAGE>
EXPERTS
The consolidated balance sheets as of June 30, 1996 and 1997 and the
consolidated statements of operations, changes in shareholders' equity and cash
flows for each of the three years in the period ended June 30, 1997,
incorporated by reference in this Prospectus have been incorporated herein in
reliance on the reports of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and auditing.
With respect to the unaudited interim financial information for the periods
ended September 30, 1997 and 1996, and December 31, 1997 and 1996, included in
the Registrant's Quarterly Reports on Form 10-Q for the quarters ended September
30, 1997, and December 31, 1997, respectively, and incorporated by reference in
this Prospectus, the independent accountants have reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports included in the
Company's Quarterly Reports on Form 10-Q for the quarters ended September 30,
1997 and December 31, 1997, and incorporated by reference herein, state that
they do not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the liability provisions
of Section 11 of the Securities Act for their reports on the unaudited interim
financial information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of all expenses in connection with
the issuance and distribution of the securities being registered:
<TABLE>
<CAPTION>
Item Amount
<S> <C>
Securities and Exchange Commission Registration Fee $ 4,369.69
Blue Sky Fees and Expenses $ 1,000.00*
Legal Fees and Expenses $ 1,000.00*
Accounting Fees and Expenses $ 1,000.00*
Transfer Agent Fees and Expenses $ 500.00*
Miscellaneous Expenses $ 500.00*
Total $ 8,369.69*
</TABLE>
_______________
*Estimated Amounts.
Item 15. Indemnification of Directors and Officers.
Section 302A.521, Minnesota Statutes, provides that a corporation shall
indemnify any person who was or is made or is threatened to be made a party to
any proceeding by reason of the former or present official capacity of such
person against judgments, penalties and fines including, without limitation,
excise taxes assessed against each person with respect to any employee benefit
plan, settlements, and reasonable expenses, including
4
<PAGE>
attorneys' fees and disbursements, incurred by such person in connection with
the proceeding, if, with respect to the acts or omissions of such person
complained of in the proceeding, such person has not been indemnified by another
organization or employee benefit plan for the same penalties, fines, taxes and
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255 (regarding conflict
of interest), if applicable, has been satisfied; in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and in
the case of acts or omissions by persons who were or are serving other
organizations at the request of the corporation or whose duties involve or
involved service for other organizations, reasonably believed that the conduct
was not opposed to the best interests of the corporation.
The Company also maintains a directors and officers insurance policy, which
insures the Company, its officers and directors against damages and costs
incurred by reason of certain acts committed by such persons in their capacities
as officers and directors.
Item 16. Exhibits
<TABLE>
<CAPTION>
REGISTRATION
S-K EXHIBIT
TABLE
ITEM REFERENCE
- ---- ---------
<S> <C>
Form of Stock Certificate (incorporated by
reference to Exhibit 4.1 as part of
Registration Statement No. 33-70142 on
Form S-1 filed November 19, 1993) 4.1
Opinion of Bert M. Gross 5.1
Letter re: Unaudited Interim Financial Information 15
Consent of Coopers & Lybrand L.L.P. 23.1
Consent of Bert M. Gross (included in Exhibit 5.1) 23.3
</TABLE>
Item 17. Undertakings
The undersigned Registrant hereby undertakes that:
(1) For the purpose of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective, and
(2) for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned Registrant further hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
II-1
<PAGE>
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commissioner by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on the 31st day of
March, 1998.
REGIS CORPORATION
By: /s/ Paul D. Finkelstein
-----------------------------------
Paul D. Finkelstein, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Myron Kunin Chairman of the Board of
- ------------------------- Directors March 31 , 1998
Myron Kunin ------------
/s/ Paul D. Finkelstein President, Chief Executive
- ------------------------- Officer and Director March 31 , 1998
Paul D. Finkelstein (Principal Executive Officer) ------------
/s/ Randy L. Pearce Senior Vice President, Finance,
- ------------------------- and Chief Financial Officer March 31 , 1998
Randy L. Pearce (Principal Financial and Accounting ------------
Officer)
Director , 1998
- ------------------------- ------------
Rolf E. Bjelland
/s/ Christopher A. Fox Director March 31 , 1998
- --------------------------- -------------
Christopher A. Fox
Director , 1998
- --------------------------- -------------
Thomas Gregory
II-3
<PAGE>
Director , 1998
- --------------------------- -------------
Van Zandt Hawn
Director , 1998
- --------------------------- -------------
Susan Hoyt
/s/ David B. Kunin Director March 31 , 1998
- --------------------------- -------------
David B. Kunin
</TABLE>
II-4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
EXHIBITS
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Regis Corporation
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
REGISTRATION
S-K EXHIBIT
TABLE
REFERENCE
- ----------
<S> <C>
4.1 Form of Stock Certificate (incorporated by reference to Exhibit
4.1 as part of Registration Statement No. 33-70142 on Form S-1
filed November 19, 1993)
5.1 Opinion of Bert M. Gross
15 Letter re: Unaudited Interim Financial Information
23.1 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Bert M. Gross (included in Exhibit 5.1)
</TABLE>
II-6
<PAGE>
[LETTERHEAD]
EXHIBIT 5.1
#313
March 31, 1998
DIRECT DIAL: (612) 947-7350
The Securities and Exchange Commission
Judiciary Plaza
450 - 5th Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Re: REGIS CORPORATION
This opinion is furnished in connection with the Registration Statement on Form
S-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission by Regis Corporation (the "Company"), covering 500,000 shares of the
Company's common stock, par value $.05 (the "Common Stock").
I am the General Counsel of the Company and, as such, have examined the
Company's Articles of incorporation, Bylaws and such other corporate records and
documents as I have considered relevant and necessary for the purposes of this
opinion. I have participated in the preparation and filing of the Registration
Statement. I am familiar with the proceedings taken by the Company with respect
to the authorization and issuance of shares of Common Stock as described in the
Registration Statement.
Based on the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing and in good
standing under the laws of the State of Minnesota.
2. The Company has corporate authority to issue the shares of Common Stock
covered by the Registration Statement.
3. The shares of Common Stock proposed to be sold in the public offering as
described in the Registration Statement will, when sold and paid for, be
duly and validly issued, fully paid and nonassessable.
<PAGE>
Letter to SEC
Page 2
March 31, 1998
I hereby consent to the reference to me as General Counsel in the section
captioned "Legal Opinions" in the Registration Statement.
Sincerely,
REGIS CORPORATION
By /s/ Bert M. Gross
----------------------------
Bert M. Gross
General Counsel
BMG:peb
<PAGE>
Exhibit 15
LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Regis Corporation Registration Statement on Form S-3
We are aware that our reports dated October 31, 1997 and January 22, 1998 on our
reviews of interim financial information of Regis Corporation for the periods
ended September 30, 1997 and 1996 and December 31, 1997 and 1996, respectively,
and included in the Company's quarterly reports on Form 10-Q for the quarters
ended September 30, 1997 and December 31, 1997 are incorporated by reference in
this registration statement. Pursuant to Rule 436(c) under the Securities Act of
1933, these reports should not be considered a part of the registration
statement prepared or certified by us within the meaning of Sections 7 and 11 of
that Act.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Minneapolis, Minnesota
March 30, 1998
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated August 22, 1997, on our audits of the consolidated
financial statements and fiancial statement schedule of Regis Corporation. We
also consent to the reference to our firm under the caption "Experts".
/s/ Coopers and Lybrand L.L.P.
Coopers and Lybrand L.L.P.
Minneapolis, Minnesota
March 30, 1998
