<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1999
REGISTRATION NO.
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- --------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
MINNESOTA 41-0749934
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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
REGIS CORPORATION
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>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.05 par value...... 200,000 shares $17.07 $3,414,000 $949
================================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee under
Rule 457(c) based on the average of the high ($17.44) and the low ($16.69)
prices for such shares on the NASDAQ National Market System on October 15,
1999.
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<PAGE> 2
PROSPECTUS
FOR THE PUBLIC OFFERING FOR SALE OF:
200,000 SHARES OF COMMON STOCK
OF
REGIS CORPORATION
This is a public offering of shares of common stock by Regis Corporation.
We will issue the shares offered by this prospectus to our franchisees and their
employees who qualify to purchase the shares under the Regis Corporation 1999
Franchise Contributory Stock Purchase Plan.
No period of time has been fixed within which the shares may be offered or
sold with respect to this offering.
Our stock is quoted on the NASDAQ Stock Market under the symbol "RGIS." On
October 15, 1999, the last sale price of our stock as reported by NASDAQ was
$17.13 per share. The common stock is being offered on a delayed or continuous
basis.
FOR RISKS IN BUYING OUR STOCK, SEE "RISKS RELATED TO THE BUSINESS"
BEGINNING ON PAGE 1 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
October 19, 1999
<PAGE> 3
RISKS RELATED TO THE BUSINESS
INCREASED COMPETITION IN THE HAIR CARE INDUSTRY COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS. The hair care industry is highly competitive
and has limited barriers to entry. In every locality in which we currently
operate, there are competitors offering similar services and products. These
competitors may be single salon operators or national chains. In many cases, we
face one or more competitors within malls in which we operate, including
companies operating salons as departments within department stores, salon
chains, independently owned salons, and salons operating under franchises from
other franchising companies. Any increased competition from these competitors
could negatively effect sales volume of both our company-owned and franchised
salons. In turn, this would reduce our company-owned salons' revenue and profits
and reduce royalty revenue from our franchised locations and could have a
material adverse effect on our business, results of operations, and financial
position.
INCREASED COMPETITION FOR RETAIL SITES COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR BUSINESS. Our ability to grow depends upon our ability to obtain
attractive retail sites for new company-owned salons and the ability of our
franchisees to obtain attractive retail sites for new franchised salons. A
salon's success depends significantly on the quality of the site selected for a
new salon. We and our franchisees face intense competition for retail sites from
other companies operating in the hair care industry and from retailers operating
in other industries. The failure to obtain adequate retail sites could have a
material adverse effect on our business, results of operations and financial
position. Any increased competition for retail sites could result in higher
occupancy and other costs for new salons. In turn, this could have a material
adverse effect on our business, results of operations, and financial position.
OUR INABILITY TO RETAIN AND HIRE QUALIFIED EMPLOYEES FOR OUR COMPANY-OWNED
SALONS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS. Our growth is
dependent in part upon our ability to retain and hire qualified employees to
work in our company-owned salons. There is no assurance that potential future
employees will have the qualifications and skills necessary or desirable for our
business to grow. In addition, there is no assurance that our existing employees
will remain with us. The inability to retain or hire qualified employees could
have a material adverse effect on our business, results of operations, and
financial position.
CHANGES IN OUR RELATIONSHIP WITH OUR SUPPLIERS COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS. We are dependent upon our relationships with
our suppliers who supply us with hair care and other beauty products that we, in
turn, sell to our customers through company-owned salons and sell to our
franchisees for resale to such franchisee's customers. Although we presently
have no reason to believe that any of our major beauty product suppliers will
cancel their distribution agreements with us, if these suppliers did cancel
their distribution agreements, this could cause a reduction in the sale of
beauty products and the loss of those corresponding margins. Any such
cancellation of distribution could have a material adverse effect on our
business, results of operations, and financial position.
COSTS ASSOCIATED WITH YEAR 2000 COMPLIANCE ISSUES COULD BE GREATER THAN
ANTICIPATED. We have previously initiated a comprehensive project to prepare our
computer systems for the year 2000. We have completed all phases of the project
including the awareness, assessment, validation and implementation phases.
Accordingly, we believe the year 2000 will not have a significant impact on
operations. As part of the overall project, we are in the process of developing
a contingency plan to mitigate our risk that primary vendors or
1
<PAGE> 4
other external forces could have an impact on our operations. We have also
contacted our critical suppliers of products and services to assess whether the
suppliers' operations and the products and services they provide are Year 2000
compliant or to monitor their progress toward Year 2000 compliance. The results
of our inquiries have indicated that the majority of our critical suppliers are
either compliant or have a plan in place to be compliant by the end of 1999.
However, there can be no absolute assurance that any company's failure to ensure
Year 2000 compliance would not have an adverse effect on the Company.
2
<PAGE> 5
REGIS CORPORATION
1999 FRANCHISE CONTRIBUTORY STOCK PURCHASE PLAN
INTRODUCTION
Under the Plan, Common Stock of the Company is purchased on the open market
on behalf of the Plan's participants with funds contributed by the participants
and a matching contribution of 5% of any participant's contribution by the
Company. The Company will bear all commissions and other expenses incurred in
these purchases. An employee of a franchise location may contribute up to 10% of
his or her annual compensation to the Plan. Franchise owners may contribute up
to $500 per month per location, up to a maximum of $1,000 per month. The Plan
allows franchise owners and eligible franchise employees an opportunity to
acquire an ownership interest in the Company and to share in its future.
The Company's Board of Directors approved the Plan on August 24, 1999. The
Plan commenced on November 1, 1999. Shareholder approval of the Plan is not
required under the laws of the State of Minnesota.
PARTICIPATION IN THE PLAN
If you wish to participate in the Plan, send the attached Notice of
Participation form to the Company's Financial Accounting Department, Regis
Corporation, 7201 Metro Boulevard, Minneapolis, Minnesota 55439. To participate
your form must be postmarked no later than the last day of the month of the
enrollment period.
DESCRIPTION OF THE PLAN
The following explanatory material is offered as an aid to a more
comprehensive understanding of the Plan. You are also urged to read the full
text of the Plan which is set forth as Exhibit A to this Prospectus.
WHO MAY PARTICIPATE IN THE PLAN?
All domestic franchise owners of the Company and all domestic employees of
such franchise owners are eligible to participate in the Plan. The Company
estimates that approximately 15,000 individuals will be eligible to participate
in the Plan as of November 1, 1999, the plan commencement date.
If the laws of the state in which you reside prohibit your participation in
the Plan, or render the Plan or its operation illegal or unduly burdensome to
the Company, you will not be eligible to participate.
WHY SHOULD THE PLAN INTEREST ME?
The Plan provides, through contributions from eligible franchise employees
or owners (Participants) and matching Company contributions, a convenient method
for you to purchase the Company's Common Stock at a cost to Participants below
the market price and without payment of brokerage commissions or fees. It is
intended as an incentive for
3
<PAGE> 6
your continuing involvement with the Company and to encourage your having an
ownership interest in the Company's future.
HOW DOES THE PLAN OPERATE?
In each calendar month, your prior month's contributions plus a matching
contribution by the Company equal to 5% of the participant's contribution to the
Plan will be used to purchase shares of the Company's Common Stock in the open
market. In addition, if you allow your shares to remain in your Stock Purchase
Account, all dividends declared thereon will be reinvested in additional shares;
the Company will not, however, make any contribution toward the purchase of
shares acquired with dividend proceeds. The Company presently pays quarterly
dividends of $.03 per share.
Your cost will be the average price per share for shares purchased under
the Plan during each month, and your account will be credited with such shares
of Common Stock (and any fractional interest in a share) as may be purchased at
this average price by your contribution and the Company contribution. Moreover,
the Company will bear all commissions and other expenses incurred in these
purchases.
Up to 200,000 shares of the Company's Common Stock may be purchased by
participants under the Plan. Also, unless the Plan is terminated earlier, it
will end when the Company has expended $500,000 as its 5% matching contribution,
commissions and other expenses.
The operation of the Plan is administered by an Administrative Committee
("Committee") whose members are selected from among the Company's Board of
Directors. The amount, price and timing of all stock purchases are within the
sole discretion of an independent Administrative Agent ("Agent") selected by the
committee.
HOW MAY I PARTICIPATE?
If you wish to participate in the Plan, send the attached Notice of
Participation form in a separate envelope clearly marked "REGIS CORPORATION
FRANCHISE CONTRIBUTORY STOCK PURCHASE PLAN" to Regis Corporation, Financial
Accounting Department, 7201 Metro Boulevard, Minneapolis, MN 55439.
WHEN CAN I JOIN THE PLAN?
Your election to participate in the Plan can only be made during an
enrollment period. Thereafter, you will not be able to join the Plan until the
next enrollment period.
WHAT IS MY CONTRIBUTION?
You select the amount you want to contribute. The minimum amount franchise
employees may contribute is $10 per month, and the maximum amount is 10% of
their compensation. The minimum monthly amount for franchise owners is $10, and
the maximum is $500 per location, per month, not to exceed $1,000 in any month.
Compensation as used in this plan means the annualized rate of pay (monthly
salary, hourly rate, base pay, commissions and premium pay) in effect for the
employee on the first day of the enrollment period.
4
<PAGE> 7
If for any reason your contribution is insufficient to permit the fixed
dollar amount you selected, then neither you nor the Company will make a
contribution for that payroll period.
CAN I TERMINATE MY PARTICIPATION IN THE PLAN?
Yes, participation in the Plan is entirely voluntary and you can terminate
your participation at any time. Election to terminate your participation in the
Plan will render you ineligible to participate again in the Plan unless a
subsequent enrollment period is authorized. Upon termination, all unapplied
credits and fractional shares in your Stock Purchase Account will be refunded in
cash without interest as soon as practicable. You may withdraw your full shares
from your account by making such a request directly to the Administrative Agent:
U.S. Bancorp Piper Jaffray, P.O. Box 28, Minneapolis, Minnesota 55440,
(800/333-6000 or 612/342-6537). You are not entitled to withdraw any unapplied
credits except by withdrawal from the Plan.
CAN I CHANGE THE AMOUNT OF MY CONTRIBUTION?
Once you enroll in the Plan, you will be able to increase or decrease the
amount of your contribution (except by termination of your participation) only
during a subsequent enrollment period. See "When can I join the Plan?" above.
Once the fixed dollar amount of your contribution is established it will
remain fixed thereafter until either the next enrollment period, the termination
of the Plan, or your withdrawal from the Plan.
WHAT IS THE COMPANY'S CONTRIBUTION?
Each month, the Company will contribute to the Plan an amount equal to 5%
of each Participant's contribution to the plan. In other words, for every $10.00
contributed by you, the Company will contribute $0.50. In addition, if any cash
dividends are paid by the Company with respect to stock held by the Agent in
your Stock Purchase Account, the dividends will be used to purchase additional
shares for you without an additional contribution by the Company. However, in no
event will the Company be obligated to make contributions under the Plan in
excess of $500,000 in the aggregate (including broker's commissions, transfer
fees and similar expenses).
In the event the Company's contributions are inadequate, because of the
$500,000 limitation, to fully supplement the employee contributions, all further
participant contributions shall terminate and the excess in each individuals
account over the fully supplemented amount, as prorated among all participants
according to the amount of their participation, shall be refunded in cash,
without interest, as soon as practicable.
As a Participant in the Plan you have no legal interest in the Company's
contribution until it is spent for the purchase of shares under the Plan and
hence it is not transferable or assignable. The tax effect to the Company for
its participation in the Plan is that its contributions and administrative costs
will be deductible as business related expenses.
WHAT ACCOUNTING OF MY CONTRIBUTIONS AND STOCK PURCHASES IS MAINTAINED?
A Stock Purchase Account will be established in your name and will be
credited each period with the amount of your contribution and the Company's
contribution. When the
5
<PAGE> 8
Agent purchases the Company's Common Stock your Account will be credited with
the appropriate number of shares and charged accordingly. For example, if in the
month of February you contributed $20.00, your account would have been credited
with your $20.00 and $1.00 from the Company, for a total of $21.00. Then when
the Agent purchases the Company's Common Stock in March with the funds provided
by your contributions and the Company's contribution, and assuming an average
price per share of $10.50, your account would be credited with two full shares
and charged $21.00. If you contribute $25.00, the Company's contribution would
have been $1.25 and your account would then have a credit of $5.25 (or an
interest in a fractional share) which could be carried forward to next month.
The $5.25 credit in your account will not affect the amount of future
contributions. The Agent has the option to either carry forward for future
purchases or remit any funds not invested in any month.
The Agent will furnish you a statement of your purchases and account
balance after the close of each calendar quarter.
DO I RECEIVE INTEREST ON MY ACCOUNT BALANCE?
In view of the 5% matching contribution made by the Company and to limit
bookkeeping, no interest will be paid on any balance in your account.
WHAT HAPPENS TO THE SHARES AFTER THEY ARE PURCHASED?
The shares purchased under the Plan on behalf of the Participants will be
purchased in the name of the Agent for the account of the Plan and its
Participants and will be issued in your name and delivered to you upon your
request or as you otherwise direct from time to time. All requests for
withdrawal of full shares held in your Stock Purchase Account must be made
directly to the Administrative Agent.
Once the shares are purchased and credited to your account, you will own
them regardless of the name or manner in which the shares are registered. As a
shareholder you will have all rights, privileges and powers provided by law to
shareholders and you are free to dispose of your shares at your discretion by
sale, gift or other means. Your participation in the Plan will not be affected
by any disposition of your shares.
WHAT ARE THE INCOME TAX EFFECTS OF MY PARTICIPATION IN THE PLAN?
The 5% contribution by the Company is regarded as income to you.
Furthermore, the Company will provide a 1099 to each participant as required by
law.
If and when you sell your shares, the average price at which your shares
were acquired each month (excluding all commissions, taxes and other similar
costs of acquisition paid by the Company) will be your cost basis for purposes
of capital gain or loss, either short-term or long-term depending on your
holding period of such shares. Your holding period begins when the shares are
actually purchased.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, and the restrictions and special tax treatment provided
therein are not available to participants. The Plan is not subject to any
provisions of the Employee Retirement Income Security Act of 1974, as amended.
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<PAGE> 9
WHAT IF MY OWNERSHIP OR EMPLOYMENT ENDS?
Your participation in the Plan ceases automatically if your ownership or
employment ends due to death, disability, retirement, discharge, resignation or
any other reason or if you do not continue to meet all eligibility requirements.
The Committee will have discretion to determine in individual cases whether
authorized leaves of absences or absences for military or for governmental
service will constitute termination of employment for the purposes of the Plan.
HOW MAY THE PLAN BE CHANGED?
The Board of Directors may from time to time suspend, discontinue or extend
the Plan or revise or amend it as they deem necessary or appropriate.
WHEN DOES THE PLAN END?
The Plan will end at the earliest of the following times:
(a) when the Company has contributed $500,000 (including broker's
commissions, transfer fees and similar expenses) to the Plan;
(b) when the 200,000 shares registered with the Securities and Exchange
Commission under this Prospectus have been purchased; or
(c) at any time after the giving of 30 days notice by the Company.
HOW IS THE PLAN ADMINISTERED?
The Plan is administered by an Administrative Committee ("Committee"),
which is composed of not less than three members selected from the Company's
Board of Directors. The Committee members are appointed from time to time by the
Chairman of the Board and serve at the pleasure of the Chairman. Members of the
Committee serve without any compensation but are reimbursed by the Company for
any expenses related to administering the Plan.
The Committee is responsible for general administration of the Plan, proper
execution of its provisions, construction of the Plan and determination of all
questions arising thereunder. It has power to establish, interpret and enforce
rules and regulations for administration, provided such rules and regulations
are uniformly applicable to all persons similarly situated.
At the present time the members of the Committee are as follows: Myron
Kunin, Chairman of the Board of Directors, and Rolf F. Bjelland and Van Zandt
Hawn who are outside directors of the Company. The address of all members of the
Committee is the address of the Company.
Records maintenance, confirmation of purchases, ordinary legal and
accounting activities and similar routine administrative responsibilities are
carried out by an independent Administrative Agent ("Agent"), subject to
oversight of the Committee. This Agent determines the amount, price and timing
of all purchases of the Company stock in its sole discretion. The stock is
purchased on the open market. The Agent is U.S. Bancorp Piper Jaffray, 222 South
9th Street, P.O. Box 28, Minneapolis, Minnesota 55440.
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<PAGE> 10
DOES THE PLAN CREATE ANY LIENS ON THE FUNDS OR SECURITIES OF THE PLAN?
The Plan and the contracts in connection therewith contain no provisions
whereby any person has or may create a lien on any funds or securities held
under the Plan.
REGIS CORPORATION
We are incorporated in the State of Minnesota and have our principal
executive office at 7201 Metro Boulevard, Minneapolis, Minnesota 55439. Our
telephone number is (612) 947-7777.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission ("SEC") a
Registration Statement on Form S-3 under the Securities Act of 1933 that
registers the distribution of the shares of our common stock. The Registration
Statement, including attached exhibits and schedules, contains additional
information about us. The rules and regulations of the SEC allow us to omit some
information included in the Registration Statement from this Prospectus.
In addition, we file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
document we file with the SEC, including this S-3 Registration Statement, at the
following locations of the SEC:
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<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Washington, D.C. 20549 Suite 1300 500 West Madison Street
New York, New York 10048 Suite 1400
Chicago, Illinois 60661
</TABLE>
You can call the SEC at 1-800-SEC-0300 (1-800-732-0300) for further
information on the operation of public reference rooms. You can also obtain
copies of this information from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549 upon payment of the applicable fees.
The SEC also maintains an internet site that contains reports, proxy and
information statements, and other information regarding issuers who file
information electronically with the SEC, including our company. The address of
this internet site is http://www.sec.gov.
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<PAGE> 11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them (File No. 011230) into this Prospectus. This means that we can
disclose important information to you by referring you to those documents. The
information incorporated by reference is considered to be a part of this
Prospectus, except for information that is superseded by information that is
included directly in this Prospectus. This Prospectus incorporates by reference
the documents listed below that we have previously filed with the SEC. They
contain important information about us, our business, financial position,
results of operations and cash flows. These documents are:
- Our Annual Report on Form 10-K for the year ended June 30, 1999.
- The information contained in our Proxy Statement dated September 17, 1999
for our Annual Meeting of Shareholders to be held on October 19, 1999.
- The description of our common stock contained in our Registration
Statement on Form 8-A, dated May 7, 1991.
- All other documents filed by us under Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this Prospectus.
You can obtain any of the documents incorporated by reference in this
Prospectus from us or from the SEC in the manner discussed above. These
documents are available from us without charge, excluding exhibits to those
documents unless the exhibit is specifically incorporated by reference in this
Prospectus, by requesting them from us in writing or by telephone at the
following address and phone number:
Mr. Bert M. Gross
Secretary
Regis Corporation
7201 Metro Boulevard
Minneapolis, Minnesota 55439
(612) 947-7777
If you request any incorporated documents from us, we will mail them to you
by first class mail, or another equally prompt means, within one business day
after we receive your request.
We have not authorized anyone to give any information or make any
representation about us that differs from, or adds to, the information in this
Prospectus or in the documents incorporated by reference in this Prospectus.
Therefore, if anyone does give you different or additional information, you
should not rely on it.
The detailed information appearing in the documents incorporated in this
Prospectus by reference qualifies all information appearing in this Prospectus.
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THE OFFERING
Securities:..................... 200,000 shares of our common stock
Franchise Contributory Stock
Purchase Plan:.................. The offering is being made to the
franchisees and their employees who qualify
to purchase the shares under our Franchise
Contributory Stock Purchase Plan. The
purpose of the plan is to allow franchisees
and their employees an opportunity to
acquire an ownership interest in our company
and to share in its future.
USE OF PROCEEDS
We will not receive any proceeds from the transactions covered by this
offering.
PLAN OF DISTRIBUTION
This offering of common stock is not underwritten. The common stock will be
purchased on the open market on behalf of the Plan's Participants which funds
contributed by the Participants and a matching contribution of 5% by the
Company.
The offering is being made pursuant to the Company's Franchise Contributory
Stock Purchase Plan. The Company has implemented the Franchise Contributory
Stock Purchase Plan for each of its franchise systems. The objective of the
Franchise Contributory Stock Purchase Plan is to allow franchisees and their
employees an opportunity to acquire an ownership interest in the Company and
share in its future.
LEGAL OPINIONS
We are being advised on the legality of the issuance of the common stock
offered by this Prospectus by Bert M. Gross, our General Counsel.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended June 30, 1999,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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Prospective investors may rely only on the information contained in this
Prospectus or that we have referred you to. We have not authorized anyone to
provide any other information. This Prospectus is not an offer to sell to, nor
is it seeking an offer to buy these securities from, any person in any
jurisdiction in which it is illegal to make an offer or solicitation. The
information here is correct only on the date of this Prospectus, regardless of
the time of the delivery of this Prospectus or any sale of these securities.
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REGIS CORPORATION
200,000 Shares
Common Stock
----------
PROSPECTUS
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October 19, 1999
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<PAGE> 14
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
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<S> <C>
Securities and Exchange Commission Registration Fee......... $ 949.00
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.................................................. $4,949.00*
=========
</TABLE>
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* 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 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.
II-1
<PAGE> 15
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
Regis Corporation 1999 Franchise Contributory Stock Purchase
Plan...................................................... 20
Consent of PricewaterhouseCoopers LLP....................... 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 purposes 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:
(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
II-2
<PAGE> 16
(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 SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE> 17
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 19th day of
October, 1999.
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
--------- ----- ----
<C> <S> <C>
/s/ MYRON KUNIN Chairman of the Board of October 19, 1999
- --------------------------------------- Directors
Myron Kunin
/s/ PAUL D. FINKELSTEIN President, Chief Executive October 19, 1999
- --------------------------------------- Officer and Director
Paul D. Finkelstein (Principal Executive
Officer)
/s/ RANDY L. PEARCE Executive Vice President, October 19, 1999
- --------------------------------------- Chief Administrative Officer
Randy L. Pearce and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ CHRISTOPHER A. FOX Director October 19, 1999
- ---------------------------------------
Christopher A. Fox
/s/ DAVID B. KUNIN Director October 19, 1999
- ---------------------------------------
David B. Kunin
</TABLE>
II-4
<PAGE> 18
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
EXHIBITS
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
REGIS CORPORATION
<PAGE> 19
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
REGISTRATION
S-K EXHIBIT
TABLE
REFERENCE PAGE
- ------------ ----
<C> <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....................................
20 Regis Corporation 1999 Franchise Contributory Stock Purchase
Plan........................................................
23.1 Consent of PricewaterhouseCoopers LLP.......................
23.3 Consent of Bert M. Gross (included in Exhibit 5.1)..........
</TABLE>
<PAGE> 1
[REGIS LETTERHEAD]
October 19, 1999 EXHIBIT 5.1
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 up to 200,000 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 issued 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> 2
Letter to Securities & Exchange Commission
Page 2
October 19, 1999
I hereby consent to the reference of 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
Enclosures
<PAGE> 1
EXHIBIT 20
REGIS CORPORATION
1999 FRANCHISE CONTRIBUTORY STOCK PURCHASE PLAN
Section 1
Purpose of the Plan
1.1 PURPOSE
The Regis Corporation 1999 Franchise Contributory Stock Purchase Plan
("Plan") provides an opportunity for franchise owners of Regis Corporation,
including its subsidiaries and affiliates and eligible employees of such
franchise owners, to purchase the Common Stock of Regis Corporation ("Company")
and thereby to share in the Company's future. The Plan provides that
participating franchise owners and their employees ("Participant(s)") may
purchase the stock and that the Company will contribute an additional amount in
aid of the purchase. The intent of the Plan is to establish a closer mutuality
of interests between franchise owners and their employees, and the Company.
1.2 TERM OF PLAN
This Plan commenced on November 1, 1999, and shall terminate at the earliest
of the following times, unless extended by the Company's Board of Directors
("Board"):
(a) when the Company has contributed $500,000 (including broker's
commissions, transfer fees and similar expenses) to the Plan;
(b) when the 200,000 shares registered with the Securities and Exchange
Commission under this Prospectus have been purchased;
(c) at any time after the giving of 30 days notice by the Company.
Section 2
Administration of Plan
2.1 ADMINISTRATIVE COMMITTEE
The Plan shall be administered by an Administrative Committee ("Committee")
of not less than three members selected from the Company's Board of Directors.
The Chairman of the Board shall appoint the members and may from time to time
remove members from, add members to, or fill vacancies on the Committee. No
Committee member is eligible to participate under the Plan while holding such
office.
2.2 POWERS AND DUTIES
The Committee shall administer the Plan in accordance with its terms and
shall have all powers necessary to effectuate the provisions of the Plan. The
Committee shall interpret the Plan and shall determine all questions arising in
the administration, interpretation and application of the Plan. In making such
determinations and interpretations, the Committee shall follow such rules as it
may adopt or change from time to time, which shall be consistently applied so
that all persons similarly situated are treated
1
<PAGE> 2
alike. All such interpretations and determinations by the Committee shall be
final, conclusive and binding upon all persons.
2.3 INDEMNIFICATION
In addition to such other rights of indemnification as they may have as
officers or directors of the Company, such members of the Committee shall be
indemnified by the Company against the expenses, including attorney's fees,
judgments, fines and amounts paid in settlement (provided such settlement is
approved by independent legal counsel selected by the Company), actually and
reasonably incurred in connection with any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan, except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that liability is due to the gross negligence or
willful misconduct of such member; provided that within 20 days, or such longer
period as determined by the Company, after service of any such action, suit or
proceeding, the member shall in writing offer the Company the opportunity, at
its own expense, to handle and defend the same.
2.4 ADMINISTRATIVE AGENT
An Administrative Agent ("Agent") shall be appointed by the Committee. The
Committee reserves the right to change the Agent at any time. The compensation
and expense of the Agent, including any commissions, taxes and other expenses
incurred in the purchase of Common Stock shall be paid by the Company.
2.5 LIABILITY
Neither the Agent, the Company, its directors, officers or employees, the
Committee, the Members of the Committee, any employee of the Agent, any broker
executing orders pursuant to the Plan, nor any other person shall be liable,
except as provided in the Securities Act of 1933, as amended, for anything done
or omitted to be done by such person with respect to the price, time, quantity
or other conditions and circumstances of the purchase of sale of stock or
securities hereunder, or in any other connection under the Plan, unless such act
or omission constitutes willful misconduct on such person's part.
Section 3
Eligibility
3.1 CONDITIONS
All domestic franchise owners of the Company, including its subsidiaries and
affiliates, and eligible domestic employees of such franchise owners, are
eligible to participate in this Plan.
3.2 CONTINUOUS SERVICE
An individual's participation under the Plan shall terminate if such
individual fails to continue his or her employment status with an eligible
franchise location. A franchise owner's participation under the Plan shall
terminate if such franchise owner ceases to remain an active franchise owner.
2
<PAGE> 3
3.3 LEGAL PROHIBITIONS
No franchise owner or employee shall be entitled to participate or to
continue participation if the applicable laws of any state or other jurisdiction
prohibit his or her participation in the Plan or render the Plan or its
operation illegal, invalid, inoperative or unduly burdensome in its application
to such employee.
Section 4
Participation in the Plan
4.1 ENROLLMENT PERIOD
The Committee shall establish an initial enrollment period during which
eligible franchise owners and their employees may apply for participation under
the Plan. Thereafter, enrollment shall reopen for further applications on a
monthly basis.
4.2 APPLICATION FOR PARTICIPATION
In order to participate in the Plan, franchise owners and their employees
shall execute and deliver to the Company's Personnel Department a written Notice
of Participation in the form prescribed by the Committee. Such application must,
if hand-delivered, be received by the Company on or before the final day of the
enrollment period; if mailed, the application must be postmarked on or before
the final day of the enrollment period. If the application is not received or
mailed in time or in proper form, the Committee may deny participation under
that enrollment period. All applications are subject to the approval of the
Committee and participation shall not be allowed unless the applicant is a
franchisee or eligible employee.
During any enrollment period and only then, a Participant may amend an
earlier application so as to increase or decrease the amount of his or her
participation, provided the Participant complies with all other terms of the
Plan.
By the act of participation in the Plan or the acceptance of any benefits
thereunder, a Participant, and any person claiming under or through a
Participant, shall thereby be conclusively deemed to have accepted and consented
to the application to such person of the provisions of the Plan.
4.3 DATE OF PARTICIPATION
All franchise owners and eligible franchise employees who have duly applied
to participate shall be placed on the list of Participants as of the first day
following the end of the enrollment period. Such enrollment participation shall
remain effective throughout the term of this Plan, absent earlier termination of
participation as herein provided.
4.4 FRANCHISE EMPLOYEE AND OWNER CONTRIBUTIONS
The total monthly contribution from any employee, cannot be more than ten
percent of the employee's annual Compensation from the Supercuts franchise
owner, nor less than $10. Total monthly contribution from any franchise owner
shall not exceed $500 per location, up to a maximum of $1,000, nor be less than
$10. "Compensation" as used in this Plan means only the basic or regular rate
(monthly salary, hourly rate, base pay, commissions and premium pay) in effect
for the employee on the first day of the enrollment period, computed to an
annual figure, including commissions, but excluding extraordinary
3
<PAGE> 4
bonuses, overtime, and all other forms of compensation. Interest shall not be
paid on any contributions. In addition, if and when any cash dividends are paid
by the Company with respect to stock held by the Agent in a Participant's Stock
Purchase Account, the dividends will be used to purchase additional shares for
such Participant.
4.5 COMPANY CONTRIBUTIONS
On the date each payment is made to the Agent, the Company shall contribute
to the Agent an amount equal to five percent of the sum of the Participant's
contribution. The Company will not make any additional contributions towards the
stock purchased for a Participant's account as a result of cash dividends made
by the Company. However, in no event shall the Company make stock purchase
contributions under the Plan in excess of $500,000 in the aggregate (including
broker's commissions, transfer fees, administrative costs and similar expenses).
If any stock purchase contribution by the Company would be inadequate,
because of the $500,000 limitation, to fully supplement the Participants'
authorized contributions, the Company contribution shall be prorated among all
participants. If a Participant contributes any amount in excess of that which
would be supplemented by the Company contribution, the excess shall be refunded,
without interest, as soon as practicable.
The Participants shall have no right, title or vested interest in the
Company contributions except as and when the same are expended and embodied in
shares of stock purchased under the Plan. In addition, the Company shall pay all
administrative expenses of the Plan, including, without limitation, broker's
commissions, transfer fees, and similar costs.
4.6 AGENCY
In withholding or accepting funds as contributions hereunder, the Company
and its Agent shall be the agent of the Participant and, within five business
days after the end of each month, the Company shall pay such amounts over to the
Agent on behalf of each Participant, but no contribution shall be deemed to have
been made under the Plan until the same has been received by the Agent.
4.7 TERMINATION OF PARTICIPATION
Each Participant may at any time voluntarily terminate his or her
participation in the Plan. In the event of such voluntary termination, the
former Participant shall not be eligible to participate until the next
enrollment period of the Plan and any cash balance in his or her Stock Purchase
Account shall be refunded, without interest, as soon as practicable.
In the event the Participant's employment or ownership terminates because of
death, disability, retirement, layoff, discharge, resignation or otherwise, his
or her participation in the Plan shall automatically terminate on the date
employment terminates. The Committee shall determine whether authorized leaves
of absence for military or governmental service shall constitute termination of
employment for the purpose of this Plan.
Nothing contained in this Plan shall be deemed to affect in any way any
right of a franchise owner to terminate a franchise agreement pursuant to it's
term (in the case of a franchise owner participant) or (in the case of an
employee) to terminate the Participant's employment or otherwise dismiss,
discharge or discipline the Participant at any time for any reason and without
penalty or liability to the franchise owner and said rights and powers are
specifically reserved.
4
<PAGE> 5
The Company may, in its sole discretion, terminate its participation in this
Plan upon 30 days notice. On the effective date of termination, this Plan and
all further Participant contributions shall terminate and the credit balance in
each Participant's Account shall be refunded, without interest, as soon as
practicable.
Section 5
Purchase of Stock
5.1 ACCOUNT
The Agent shall cause a Stock Purchase Account to be maintained for each
Participant. Each Account shall be credited with contributions not yet applied
to the purchase of stock, with all Common Stock purchased for such Participant's
Account and any cash dividends received by the Agent with respect to such stock.
Within fifteen days following the end of each calendar quarter in which
purchases are made, the Agent shall cause a statement to be delivered to each
Participant reflecting the Account of such Participant as of the end of each
calendar month. Such statement shall be deemed to be correct unless the Agent is
notified to the contrary within 30 days after it is mailed to such Participant.
5.2 PURCHASES
The Agent shall cause all the proceeds received from Participants'
contributions, all cash dividends received by the Agent on the Company's stock
held in a Participant's Stock Purchase Account, and the Company's contribution,
to be applied to the open market purchase of Common Stock of the Company. The
amount, price and timing of all purchases shall be in the sole discretion of the
Agent. In any month when all the funds are not invested, the Agency shall have
the option either to carry such funds forward for future purchases or to remit
same to the contributors.
5.3 ALLOCATION OF STOCK PURCHASED
The Agent shall credit each Participant's Stock Purchase Account with its
pro rata portion of the stock purchased by the Agent. The Account of each
Participant shall be credited with that number of shares equal to the sum of the
Participant's contributions (and cash dividends, if any) applied by the Agent to
the purchase of stock and the contributions by the Company which supplemented
that purchase, divided by the average price per share of Common Stock purchased
during that month and being credited to Participants. The stock purchased under
this Plan may be purchased in the name of the Agent of its nominee or in the
street name of a registered broker. Once such stock is purchased, each
Participant shall own, regardless of the name or manner in which said stock is
registered under the Plan, that number of shares credited to such Participant's
Account, and shall have the rights, privileges and powers provided by law to
shareholders.
5.4 FRACTIONAL SHARES
The Agent shall not be obligated to purchase fractional shares for any
Participant or to purchase shares in odd lots. At its option, the Agent may
allocate shares fractionally among the Participants. Upon termination of
participation or upon other distribution of a Stock Purchase Account, the market
value of any fractional interest in the Participant's Account will be returned
to the Participant without interest as soon as practicable.
5
<PAGE> 6
5.5 DISTRIBUTION OF ACCOUNT
The Agent shall retain the shares of Common Stock in the Participant's
Account unless written instructions have been received from the Participant, or
a Participant's legal representative, requesting the transfer and delivery of
such shares or unless in lieu of such instructions, the Agent shall determine to
distribute the stock to the Participants. The Agent may distribute either by
separate account with a registered broker or by separate certificate to the
Participant. The stock shall, before delivery, be transferred into the name of
the Participant or into such other name as is authorized.
Upon the effective date of termination of participation for whatever reason
(including but not limited to termination of employment, voluntary or automatic
termination of participation by the Participant or the Company, or termination
of the Plan), all unapplied cash credits remaining in their respective Accounts
shall be refunded in cash to the Participants, without interest, as soon as
practicable after termination.
Section 6
Miscellaneous Provisions
6.1 GOVERNMENT REGULATION
This Plan and the obligation of the Agent, Committee or Company to purchase
and deliver shares of stock under the Plan, shall be subject to all applicable
federal and state laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required. Neither the Agent,
Committee nor Company shall be required to purchase or deliver any certificate
or certificates for shares of Common Stock prior to the completion of any
registration or other qualification of such shares under any state or federal
law or under any rule of regulation of any government body which the Company
shall, in its sole discretion, determine to be necessary or advisable. In the
event the Agent, Committee or Company does not purchase or deliver any
certificate(s) for the above reasons, regardless of cause, they shall not be
subject to any penalty or liability other than the refund of credit balances,
without interest. In the event the stock purchased or to be purchased under this
Plan is not registered under the Securities Act of 1933; as amended, at the
respective dates of purchase, delivery or when otherwise deemed appropriate, the
Agent may suspend purchase, delivery or other action until such registration or
listing is effective.
6.2 COMPANY RIGHTS
The Company's rights and powers shall not be affected in any way by its
participation in this Plan, including but not limited to the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets.
6.3 AMENDMENT OF THE PLAN
The Board of Directors may from time to time suspend or discontinue the Plan
or revise or amend it in any respect whatsoever.
6.4 GOVERNING LAW
All questions relating to the validity, construction, interpretation, and
enforcement of this Plan and any rules promulgated hereunder shall be governed
by the laws of the State of Minnesota.
6
<PAGE> 7
6.5 SEVERABILITY
If any term, provision or condition of this Plan is finally adjudged to be
unlawful or unenforceable, the same shall be deemed stricken herefrom and the
remainder of this Plan shall be and remain in full force and effect.
6.6 DATE OF ADOPTION
Pursuant to resolution, this Plan was duly adopted by the Company's Board of
Directors on ____________ and commenced on November 1, 1999.
6.7 AGREEMENT TO BIND HEIRS
This Plan shall be binding on the heirs, executors, administrators,
successors and assigns of any and all parties designated herein.
6.8 WITHHOLDING TAXES
The contributions by the Company under this Plan on behalf of any
Participant shall be regarded as compensation paid to such Participant on the
date the stock is purchased. The Company will provide a 1099 to each participant
as required by law.
6.9 QUALIFICATION
The Plan is not intended to qualify either as an employee stock purchase
plan under Section 423 of the Internal Revenue Code of 1954, as amended, or as a
plan of deferred compensation under Sections 401 through 407 of said Code.
7
<PAGE> 8
NOTICE OF PARTICIPATION - Franchise Owners & Employees
COMPLETE ALL AREAS AND RETURN REGIS CORPORATION
REGIS CORPORATION, 7201 METRO BOULEVARD, MINNEAPOLIS, MN 55439
ATTN: FRANCHISE STOCK PURCHASE PLAN ADMINISTRATION
NOTICE OF PARTICIPATION Date ________________
In accordance with the terms of the Plan entitled "Regis Corporation 1999
Franchise Contributory Stock Purchase Plan," effective the beginning of the next
monthly pay period, I hereby authorize U.S. Bancorp Piper Jaffray to establish
an account in my name and to purchase common stock of Regis Corporation for my
account.
I understand and agree that the terms of the above mentioned Plan shall govern
the payroll deductions, purchases of common stock, and other elements of the
Plan. I am legal age of majority or older and __ am __ am not a citizen of the
United States.
I am a:
Supercuts franchise ___ Owner Cost Cutters franchise ___ Owner
___ Employee ___ Employee
We Care Hair franchise ___ Owner City Looks franchise ___ Owner
___ Employee ___ Employee
Trade Secret franchise ___ Owner
___ Employee
(PLEASE PRINT)
Name of Participant: _________________________________Soc. Sec. No. ____________
Signature of Participant: ______________________________________________________
Home Address: __________________________________________________________________
- --------------------------------------------------------------------------------
City State Zip Code
If you desire a joint account, joint owner must sign here:
Signature of Joint Owner: _____________________________________Date ____________
- --------------------------------------------------------------------------------
SUBSTITUTE W-9 VERIFICATION
Notice to Investors: The following information must be completed for opening a
Stock Investment Plan account to avoid withholding on dividends.
The Internal Revenue Service requires that U.S. Bancorp Piper Jaffray withhold
31 percent of all dividends and capital gains in my account and redemption
proceeds if U.S. Bancorp Piper Jaffray does not have a taxpayer identification
number (usually a social security number) AND certification from me that the
number is correct and that I am not subject to backup withholding.
8
<PAGE> 9
Taxpayer ID No. (Usually Social Security No.) ___________________________
You may have been notified by the IRS that you are subject to backup withholding
under section 3406(a)(1)(C) of the Internal Revenue Code because you have under
reported interest or dividends or you were required to but failed to file a
return which would have included reportable interest or dividend payment. If you
have been so notified check the space below:
____ I have been notified by the IRS that I am subject to backup withholding
under the provisions of section 3406(a)(1)(C).
9
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated August 24, 1999, relating to the
consolidated financial statements, which appears in the 1999 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, 1999. We
also consent to the incorporation by reference of our report dated August 24,
1999, relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/ Pricewaterhouse Coopers, LLP
----------------------------------
PRICEWATERHOUSE COOPERS, LLP
Minneapolis, Minnesota
October 18, 1999
