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PROSPECTUS SUPPLEMENT This Prospectus Supplement is filed
DATED MARCH 4, 1998 pursuant to Rule 424(c) and relates
TO PROSPECTUS DATED MAY 29, 1997 to Registration No. 333-28511
400,000 SHARES
REGIS CORPORATION
COMMON STOCK
Regis Corporation, based in Minneapolis, is the world's largest owner, operator
and franchisor of hair and retail product salons with 3,355 salons (794
franchised) in 50 states, Puerto Rico, Canada and seven other international
countries at December 31, 1997. Regis Corporation operates and franchises
salons in six divisions: Regis Hairstylists, Supercuts, MasterCuts, Trade
Secret, Wal-Mart and International.
All of the 400,000 shares of Common Stock offered hereby are being sold by Regis
Corporation (the "Company").
The Common Stock of the Company is quoted on the Nasdaq National Market under
the symbol "RGIS." On March 2, 1998, the closing sale price of the Common Stock
as reported by the Nasdaq National Market was $26.5625.
SEE "RISK FACTORS" ON PAGE 2 OF THIS PROSPECTUS SUPPLEMENT FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The shares of Common Stock offered hereby are being offered by Lehman Brothers,
Inc., as agent for the Company (the "Agent"). The Agent has agreed to solicit
offers to purchase such shares of Common Stock at prevailing market prices, at
prices relating to such prevailing market prices or at negotiated prices until
the sale of all 400,000 shares. The Agent may reject any offer in whole or in
part, and the Company reserves the right to cancel or modify the offer made
hereby at any time without notice.
For its efforts, the Agent will be entitled to a commission of $.10 per share
(an aggregate of $40,000 if all 400,000 shares offered hereby are sold), and the
Company has agreed to indemnify the Agent against, and to provide contribution
with respect to, certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended. See "Plan of Distribution." The Company
estimates that its expenses in connection with the offering of the Common Stock
will total approximately $4,000.
LEHMAN BROTHERS
The date of this Prospectus Supplement is March 4, 1998.
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RISK FACTORS
CHALLENGES OF GROWTH
The Company has undergone, and intends to continue, a period of significant
growth. The Company intends to achieve this growth by constructing new salons,
acquiring existing salons, both individual units and salon chains, and
increasing same-store sales. This growth has resulted in, and is expected to
continue to create, new and increased responsibilities for management personnel,
as well as added pressures on the Company's operating and financial systems.
The Company's ability to manage future growth effectively and accomplish its
overall goals will depend on its ability to integrate new employees and systems
into its overall operations and to continue to improve its operational,
financial and management systems and controls. If the Company is unable to
manage growth effectively, the Company's business and results of operations
could be materially and adversely affected.
LEVERAGE; TANGIBLE NET WORTH
Following the completion of this offering (this "Offering"), the Company will
continue to have indebtedness and limited tangible net worth. As of January 31,
1998, the Company had total debt of $125 million, of which $48 million was
short-term and $77 million was long-term.
As of January 31, 1998, the Company had total shareholder's equity of $164
million and tangible net worth of $57 million, as a result of a remaining
unamortized goodwill balance of $107 million recorded in connection with the
1988 going-private transaction and certain acquisitions.
COMPETITION
The hair care industry is highly competitive, with limited barriers to entry.
In every locality in which the Company has a salon, there are competitors
offering similar services and products. In many cases, the Company faces one or
more competitors within the malls in which it operates, including companies
operating salons as departments within department stores, other salon chains,
independently owned salons and salons operating under franchises from
franchising companies that provide assistance in training, marketing and
advertising. In addition, in order to obtain space in high-profile mall
locations, the Company must be competitive as to rent and other customary tenant
obligations.
USE OF PROCEEDS
The Company intends to use the proceeds from this Offering for general working
capital purposes.
PLAN OF DISTRIBUTION
The Common Stock is being offered on a continuing basis by the Agent, which has
agreed to solicit offers to purchase the Common Stock at prevailing market
prices, at prices relating to such prevailing market prices or at negotiated
prices until the sale of all 400,000 shares. The Agent may reject any offer in
whole or in part, and the Company reserves the right to cancel or modify the
offer made hereby at any time without notice. For its efforts, the Agent will
be entitled to a commission of $.10 per share (an aggregate of $40,000 if all
400,000 shares are sold).
The Agent may be deemed an "underwriter" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"). The Company has agreed to
indemnify the Agent against certain liabilities, including certain liabilities
under the Securities Act, or to contribute to payments the Agent may be required
to make in respect thereof.
2
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LEGAL MATTERS
The validity of the shares of Common Stock being offered hereby is being passed
upon for the Company by Bert M. Gross, General Counsel of the Company.
3
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE AGENT. THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKE SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF OR THEREOF OR THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS.
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<TABLE>
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
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<S> <C>
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
</TABLE>
400,000 SHARES
REGIS CORPORATION
COMMON STOCK
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PROSPECTUS
SUPPLEMENT
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LEHMAN BROTHERS
March 4, 1998
