<PAGE>
As filed with the Securities & Exchange Commission on May 19, 1999
Registration No. ________________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
REGIS CORPORATION
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C> <C>
Minnesota 7231 41-0749934
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
7201 METRO BOULEVARD
EDINA, MINNESOTA 55439
(612) 947-7777
(Address and telephone number of principal executive offices)
-------------------------
Paul D. Finkelstein, President and Chief Executive Officer
Regis Corporation
7201 Metro Boulevard
Edina, Minnesota 55439
(612) 947-777
(Name, address and telephone number of agent for service)
Copies of Communications to:
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<S> <C>
Bert M. Gross, Esq. Joseph T. Kinning, Esq.
Eric A. Bakken, Esq. Scott A. Hendrickson, Esq.
Regis Corporation Gray, Plant, Mooty, Mooty & Bennett, P.A.
7201 Metro Boulevard 33 South Sixth Street
Edina, Minnesota 55439 3400 City Center
(612) 947-7777 Minneapolis, Minnesota 55402
(612) 343-2800
</TABLE>
-------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement and the
effective time of the proposed merger of Regis Merger Sub, Inc., a newly formed,
wholly-owned subsidiary of Regis Corporation, with and into of The Barbers,
Hairstyling for Men & Women, Inc.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. / /
<PAGE>
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) 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. /X/ 333-75881
-----------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. / /
--------------------------------------------
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed
Title of Each Class Amount to be Maximum Offering Proposed Maximum Amount of
of Securities to be Registered (1) Price Per Share Aggregate Offering Price Registration Fee (2)
Registered
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, par 9,558 $12.13 $231,864.95 $64.46
value $.05 per share
- ------------------------
</TABLE>
(1) The registrant previously registered with the Securities and Exchange
Commission 2,365,160 shares of its common stock, par value $.05 per
share (Registration Statement 333-75881). The amount to be registered
in this registration statement is the number of additional shares
shares of common stock, par value $.05 per share ("Regis Common
Stock"), of Regis Corporation ("Regis") issuable upon consummation of
the merger (the "Merger") of Regis Merger Sub, Inc., a wholly-owned
subsidiary of Regis, with and into The Barbers, Hairstyling for Men &
Women, Inc. ("The Barbers"), at the conversion ratio of 1/2 of one
share of Regis Common Stock for one share of common stock, par value
$.10 per share, of The Barbers ("The Barbers Common Stock") (adjusted
to reflect the 3-for-2 stock split of Regis effective March 1, 1999),
based upon the Barbers issuance, pursuant to its Directors
Compensation Plan and Designer Salon Program, of an additional 19,115
shares of The Barbers Common Stock since the effectiveness of the
prior registration statement.
(2) Pursuant to Rule 457(f)(1) and (c), the registration fee was
calculated based on the average of the high and low price per share
($12.13) of The Barbers Common Stock as reported on the Nasdaq
National Market System on May 13, 1999, multiplied by the additional
number of shares of such stock to be canceled in the Merger (19,115
shares). In connection with the filing of the prior registration
statement (Registration Statement 333-75881), the registrant paid a
filing fee of $15,451.59.
-------------------------
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information set forth in the Registration Statement on Form S-4 filed
by Regis Corporation with the Securities and Exchange Commission (Registration
Statement No. 333-75881) pursuant to the Securities Act of 1933, as amended, is
incorporated by reference in this registration statement.
1
<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-4 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 May 18, 1999.
REGIS CORPORATION
By /s/ Paul D. Finkelstein
--------------------------------
Paul D. Finkelstein
CHIEF EXECUTIVE OFFICER
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Paul D. Finkelstein and Bert M. Gross, and each
of them, his/her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him/her and in his/her name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full powers and authority to do and perform each and
every act and things requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their or his/her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<S> <C> <C>
SIGNATURE TITLE DATE
/s/ Myron Kunin Chairman of the Board and Director May 18, 1999
---------------
Myron Kunin
/s/ Paul D. Finkelstein President, Chief Executive Officer and Director May 18, 1999
-----------------------
Paul D. Finkelstein
/s/ Randy L. Pearce Senior Vice President-Finance, Chief Financial May 18, 1999
-------------------
Randy L. Pearce Officer, and Chief Accounting Officer
/s/ Christopher A. Fox Executive Vice President and Director May 18, 1999
----------------------
Christopher A. Fox
/s/ Rolf F. Bjelland Director May 18, 1999
--------------------
Rolf F. Bjelland
Director
---------------------
Thomas L. Gregory
Director
------------------
Van Zandt Hawn
Director
-----------------
Susan S. Hoyt
II-1
<PAGE>
/s/ David B. Kunin Director May 18, 1999
------------------
David B. Kunin
</TABLE>
II-2
<PAGE>
REGIS CORPORATION
FORM S-4
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
NO.
5* Opinion of Bert M. Gross regarding the validity of the Registrant's
common stock to be issued in the Merger.
15* Letter regarding unaudited interim financial information
23.1* Consent of PricewaterhouseCoopers LLP with respect to the audited
consolidated financial statements of Regis Corporation
23.2* Consent of Ernst & Young LLP with respect to the audited consolidated
financial statements of The Barbers, Hairstyling for Men & Women, Inc.
24* Powers of Attorney (see signature page)
---------------
* Filed herewith.
II-3
<PAGE>
<PAGE>
EXHIBIT 5.1
#380
May ___, 1999
Regis Corporation
7201 Metro Boulevard
Minneapolis, MN 55439
Gentlemen:
I have acted as counsel to Regis Corporation, a Minnesota corporation (the
"Company"), in connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the proposed issuance of up to ____________ shares of the Company's Common
Stock, par value $.05 (the "Common Stock"). The Common Stock is being registered
in connection with the merger of Regis Merger Sub, Inc. (the "Merger Sub"), a
wholly owned subsidiary of the Company, with and into The Barbers, Hairstyling
for Men & Women, Inc. ("Barbers") (the "Merger") pursuant to an Agreement and
Plan of Merger among the Company, Merger Sub, and Barbers, dated as of January
25, 1999, as amended (the "Merger Agreement"). The Common Stock is described in
the Proxy Statement/Prospectus included in the Registration Statement to which
this opinion is an exhibit.
I have examined an executed copy of the Registration Statement (including the
exhibits thereto), the Articles of Incorporation of the Company filed with the
Secretary of State of the State of Minnesota and such corporate records,
documents and other instruments and have made such other examinations and
inquiries as I have deemed necessary to enable me to express the opinions set
forth herein.
Based upon the foregoing and subject to the qualifications and limitations
stated herein, and assuming the effectiveness of the Registration Statement
under the Act, I am of the opinion that:
The shares of Common Stock issuable upon the Merger have been
duly authorized and, upon issuance, delivery and exchange as described
in the Merger Agreement, will be validly issued, fully paid and
nonassessable.
The opinions set forth herein relate solely to the laws of the State of
Minnesota and the federal laws of the United States.
<PAGE>
Letter to
May , 1999
Page 2
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of my name under the heading "Legal Matters" in the
prospectus forming a part of the Registration Statement.
Very truly yours,
REGIS CORPORATION
By
---------------------------
Bert M. Gross
<PAGE>
EXHIBIT 15
LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
May 19, 1999
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Commissioners:
We are aware that our reports dated October 27, 1998, January 25, 1999, and
April 27, 1999 on our reviews of interim consolidated financial information
of Regis Corporation for the periods ended September 30, 1998 and 1997,
December 31, 1998 and 1997, and March 31, 1999 and 1998, respectively, and
included in the Company's quarterly reports on Form 10-Q for the quarters
ended September 30, 1998, December 31, 1998, and March 31, 1999, are
incorporated by reference in this registration statement on Form S-4 for the
registration of 9,558 shares of Regis Corporation Common Stock.
PRICEWATERHOUSECOOPERS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-4 for the registration of 9,558 shares of
Regis Corporation common stock of our report dated August 21, 1998 relating
to the consolidated financial statements, which appears in the 1998 Annual
Report to Shareholders of Regis Corporation, which is incorporated by
reference in Regis Corporation's Annual Report on Form 10-K for the year
ended June 30, 1998. We also consent to the incorporation by reference of our
report dated August 21, 1998, relating to the financial statement schedule,
which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
May 19, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the captions "Selected
Financial Data" and "Experts" and to the inclusion of our report dated
November 2, 1998, with respect to the financial statements of The Barbers,
Hairstyling for Men & Women, Inc. in the Regis Corporation registration
statement on Form S-4 (333-75881) incorporated by reference into this
registration statement of Regis Corporation (Form S-4) filed under
Rule 462(b) for the registration of 9,558 shares of common stock.
/s/ ERNST & YOUNG LLP
Minneapolis, Minnesota
May 17, 1999
