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AS FILED WITH THE SECURITIES & EXCHANGE COMMISSION ON May 19, 1999
REGISTRATION NO. 333-75881
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NUMBER 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REGIS CORPORATION
(Exact name of issuer as specified in its charter)
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MINNESOTA 7231 41-0749934
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) No.)
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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) 947-7777
(Name, address and telephone number of agent for service)
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COPIES OF COMMUNICATIONS TO:
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
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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 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. / /
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. / /
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. /X/ 333-75881
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Regis Corporation Registration
Statement on Form S-4 (File No. 333-75881) is filed pursuant to Rule 462(d)
under the Securities Act of 1933 solely to add an exhibit not previously
filed with such Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES.
(a) EXHIBITS.
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EXHIBIT
NO. DESCRIPTION
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2* Agreement and Plan of Merger, dated as of January 25, 1999 between Regis Corporation, Regis Merger
Sub, Inc., and The Barbers, Hairstyling for Men & Women, Inc.
3.1* Election of the Registrant to become governed by Minnesota Statutes Chapter 302A and Restated
Articles of Incorporation of the Registrant, dated March 11, 1983; Articles of Amendment to Restated
Articles of Incorporation, dated October 29, 1984; Articles of Amendment to Restated Articles of
Incorporation, dated August 14, 1987; Articles of Amendment to Restated Articles of Incorporation,
dated October 21, 1987.
3.2* ByLaws of the Registrant.
4.1* Shareholder Rights Agreement dated December 23, 1996.
5* Opinion of Bert M. Gross regarding the validity of the Registrant's common stock to be issued in the
Merger.
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EXHIBIT
NO. DESCRIPTION
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8* Form of opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. regarding certain tax matters relating
to the Merger.
10.1* Employment and Deferred Compensation Agreement dated April 14, 1998 between the Registrant and Paul
D. Finkelstein.
10.2* Form of Employment and Deferred Compensation Agreement between the Registrant and six executive
officers.
10.3* Northwestern Mutual Life Insurance Company Policy Number 10327324, dated June 1, 1987, face amount
$400,000 owned by the Registrant, insuring the life of Paul D. Finkelstein and providing for division
of death proceeds between the Registrant and the insured's designated beneficiary (split-dollar
plan).
10.4* Schedule of omitted split-dollar insurance policies.
10.5* Note Agreement dated as of June 21, 1991 between the Registrant and The Prudential Insurance Company
of America.
10.6* Modification of Note Agreement between the Registrant and The Prudential Insurance Company of America
dated July 21, 1995.
10.7* Employee Stock Ownership Plan and Trust Agreement dated as of May 15, 1992 between the Registrant and
Myron Kunin and Paul D. Finkelstein, Trustees.
10.8* Executive Stock Award Plan and Trust Agreement dated as of July 1, 1992 between the Registrant and
Myron Kunin, Trustee.
10.9* Revolving Credit Agreement dated as of June 21, 1994 between the Registrant and LaSalle National Bank
and Bank Hapoalim.
10.10* Modification to Senior Revolving Credit Agreement between the Registrant and LaSalle National Bank
and Bank Hapoalim dated July 20, 1995.
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EXHIBIT
NO. DESCRIPTION
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10.11* Employee Profit Sharing Plan and Trust Agreement, amended June 22, 1994 between the Registrant and
Myron Kunin, Trustee.
10.12* Survivor Benefit Agreement dated June 27, 1994 between Regis and Myron Kunin.
10.13* Private Shelf Agreement dated as of July 25, 1995 between the Registrant and the Prudential Insurance
Company of America.
10.14* Modification to Senior Revolving Credit Agreement between the Registrant and LaSalle National Bank
and Bank Hapoalim dated March 19, 1996.
10.15* Series A Senior Note dated as of February 21, 1996 drawn from Private Shelf Agreement between the
Registrant and the Prudential Insurance Company of America.
10.16* Modification to Revolving Credit Agreement between the Registrant and LaSalle National Bank and Bank
Hapoalim dated March 19, 1996.
10.17* Asset Purchase Agreement between the Registrant and National Hair Care Centers LLC.
10.18* Series B Senior Note dated as of June 10, 1996 drawn from Private Shelf Agreement between the
Registrant and the Prudential Insurance Company of America.
10.19* Modification to Revolving Credit Agreement between the Registrant and LaSalle National Bank and Bank
Hapoalim dated July 9, 1996.
10.20* Agreement and Plan of Merger between the Registrant and Supercuts, Inc.
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EXHIBIT
NO. DESCRIPTION
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10.21* Series C Senior Note dated as of October 28, 1996 drawn from Private Shelf Agreement between the
Registrant and the Prudential Insurance Company of America.
10.22* Term Note A Agreement between the Registrant and LaSalle National Bank dated October 28, 1996.
10.23* Series D Senior Note dated as of December 13, 1996 drawn from Private Shelf Agreement between the
Registrant and the Prudential Insurance Company of America.
10.24* Modification to Revolving Credit Agreement between the Registrant and LaSalle National Bank and Bank
Hapoalim dated March 19, 1997.
10.25* Series E Senior Note dated as of April 7, 1997 drawn from Private Shelf Agreement between the
Registrant and the Prudential Insurance Company of America.
10.26* Compensation and Non-competition Agreement dated May 7, 1997 between the Registrant and Myron Kunin.
10.27* Term Note B Agreement between the Registrant and LaSalle National Bank dated July 11, 1997.
10.28* Modification of Private Shelf Agreement between the Registrant and the Prudential Insurance Company
of America dated July 11, 1997.
10.29* Series F Senior Note dated as of July 28, 1997 drawn from Private Shelf Agreement between the
Registrant and the Prudential Insurance Company of America.
10.30* Modification of Private Shelf Agreement between the Registrant and the Prudential Insurance Company
of America dated October 1, 1997.
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EXHIBIT
NO. DESCRIPTION
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10.31* Private Shelf Agreement dated as of December 19, 1997 between the Registrant and INC Investment
Management, Inc.
10.32* Series R-1 Senior Note dated as of December 19, 1997 drawn from Private Shelf between Registrant and
INC Investment Management, Inc.
10.33* Series R-2 Senior Note dated as of December 19, 1997 drawn from Private Shelf between Registrant and
INC Investment Management, Inc.
10.34* Modification to Revolving Credit Agreement between the Registrant and LaSalle National Bank and Bank
Hapoalim dated December 30, 1997.
10.35* Revolving Credit Agreement dated as of May 5, 1998 between the Registrant and Bank of America
National Trust and Savings Association.
10.36* Series G Senior Note dated as of July 10, 1998 between the Registrant and Prudential Insurance
Company of America.
10.37* Modification to Revolving Credit Agreement between the Registrant and LaSalle National Bank and Bank
Hapoalim dated September 1, 1998.
10.38* Variation and Restatement Agreement dated as of August 10, 1998 between Regis Europe Limited and
National Westminster Bank Plc.
10.39* Term Note C Agreement between the Registrant and LaSalle National Bank dated September 1, 1998.
15** Letter regarding unaudited interim financial information.
21* Subsidiaries of the Registrant
23.1* Consent of PricewaterhouseCoopers LLP with respect to the audited consolidated financial statements
of Regis Corporation
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EXHIBIT
NO. DESCRIPTION
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23.2* Consent of Ernst & Young LLP with respect to the financial statements of The Barbers, Hairstyling for
Men & Women, Inc.
23.3* Consent of U.S. Bancorp Piper Jaffray Inc.
23.4* Consent of Bert M. Gross, General Counsel of Regis (contained in Exhibit 5)
23.5* Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (contained in Exhibit 8)
24* Powers of Attorney (see signature page)
99.1* Form of The Barbers, Hairstyling for Men & Women, Inc. Proxy Card
99.2* Florence F. Francis Voting Agreement
99.3* Florence F. Francis Noncompetition Agreement
99.4* Florence F. Francis Transition Agreement
99.5* John W. Francis Employment Agreement
99.6* Side Letter Regarding Lease between The Francis Family Limited Partnership and the Registrant
99.7* Interim Earnings Release Side Letter between Florence F. Francis and the Registrant
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* Previously filed.
** Filed herewith.
(b) FINANCIAL STATEMENT SCHEDULES.
All schedules are omitted because the required information is not applicable
or is included in the Financial Statements of the Registrant and related notes.
(c) FINANCIAL ADVISOR REPORT.
The opinion of U.S. Bancorp Piper Jaffray Inc. is attached as Appendix B to
the Proxy Statement/ Prospectus that forms a part of this Registration
Statement.
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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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on May 19, 1999.
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REGIS CORPORATION
By: /s/ PAUL D. FINKELSTEIN
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Paul D. Finkelstein
CHIEF EXECUTIVE OFFICER
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Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ MYRON KUNIN
- ------------------------------ Chairman of the Board and May 19, 1999
Myron Kunin Director
/s/ PAUL D. FINKELSTEIN
- ------------------------------ President, Chief Executive May 19, 1999
Paul D. Finkelstein Officer and Director
Senior Vice
/s/ RANDY L. PEARCE President-Finance, Chief
- ------------------------------ Financial Officer, and May 19, 1999
Randy L. Pearce Chief Accounting Officer
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SIGNATURE TITLE DATE
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/s/ CHRISTOPHER A. FOX
- ------------------------------ Executive Vice President May 19, 1999
Christopher A. Fox and Director
- ------------------------------ Director
Rolf F. Bjelland
/s/ THOMAS L. GREGORY
- ------------------------------ Director May 19, 1999
Thomas L. Gregory
/s/ VAN ZANDT HAWN
- ------------------------------ Director May 19, 1999
Van Zandt Hawn
/s/ SUSAN S. HOYT
- ------------------------------ Director May 19, 1999
Susan S. Hoyt
/s/ DAVID B. KUNIN
- ------------------------------ Director May 19, 1999
David B. Kunin
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Exhibit 15
LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION
April 6, 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 and January 25, 1999, on
our reviews of interim consolidated financial information of Regis
Corporation for the periods ended September 30, 1998 and 1997 and December
31, 1998 and 1997, respectively, and included in the Company's quarterly
reports on Form 10-Q for the quarters ended September 30, 1998 and December
31, 1998, are incorporated by reference in this registration statement on
Form S-4 for the registration of 2,365,160 shares of Regis Corporation
Common Stock.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
