sc13da306297096_09202012.htm

0000921895-12-001914.txt : 20120927 0000921895-12-001914.hdr.sgml : 20120927 20120927172441 ACCESSION NUMBER: 0000921895-12-001914 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120927 DATE AS OF CHANGE: 20120927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGIS CORP CENTRAL INDEX KEY: 0000716643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410749934 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42627 FILM NUMBER: 121113973 BUSINESS ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 9529477777 MAIL ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 830 THIRD AVENUE, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da306297096_09202012.htm AMENDMENT NO. 3 TO THE SCHEDULE 13D sc13da306297096_09202012.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Regis Corporation

(Name of Issuer)

Common Stock, par value $0.05 per share

(Title of Class of Securities)

758932107

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

599 Lexington Avenue, 19th Floor

New York, New York 10022

(212) 845-7977

STEVEN WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 20, 2012

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,938,166*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,938,166*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,938,166*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4%
14	TYPE OF REPORTING PERSON CO

* Includes Shares underlying certain convertible senior notes.

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 927,857*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 927,857*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,857*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON OO

* Includes Shares underlying certain convertible senior notes.

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD VALUE LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,316,023*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,316,023*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,316,023*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON PN

* Includes Shares underlying certain convertible senior notes.

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD VALUE GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,316,023*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,316,023*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,316,023*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON OO

* Includes Shares underlying certain convertible senior notes.

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,316,023*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,316,023*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,316,023*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON PN

* Includes Shares underlying certain convertible senior notes.

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,316,023*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,316,023*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,316,023*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON OO

* Includes Shares underlying certain convertible senior notes.

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,011
	8	SHARED VOTING POWER 3,316,023*
	9	SOLE DISPOSITIVE POWER 5,011
	10	SHARED DISPOSITIVE POWER 3,316,023*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,321,034*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON IN

* Includes Shares underlying certain convertible senior notes.

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON MARK MITCHELL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,316,023*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,316,023*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,316,023*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON IN

* Includes Shares underlying certain convertible senior notes.

CUSIP NO. 758932107

1	NAME OF REPORTING PERSON PETER A. FELD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 3,316,023*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 3,316,023*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,316,023*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON IN

* Includes Shares underlying certain convertible senior notes.

CUSIP NO. 758932107

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund and Starboard LLC and held in the Starboard Value LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 1,938,166 Shares beneficially owned by Starboard V&O Fund is approximately $29,211,091, excluding brokerage commissions. Such aggregate purchase price includes $6,549,440, which is the purchase price of $5,727,000 principal amount of Notes (as defined below) convertible into 372,664 Shares. The aggregate purchase price of the 927,857 Shares beneficially owned by Starboard LLC is approximately $14,132,960, excluding brokerage commissions. Such aggregate purchase price includes $3,663,856, which is the purchase price of $3,202,000 principal amount of Notes convertible into 208,359 Shares. The aggregate purchase price of the 450,000 Shares held in the Starboard Value LP Accounts is approximately $7,618,293, excluding brokerage commissions.

The 5,011 Shares owned personally by Jeffrey C. Smith represent vested restricted stock units (RSUs) and RSUs that vest within 60 days hereof that were granted to Mr. Smith as compensation for his service on the Board of Directors of the Issuer (the “Board”).

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - 5(c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is calculated using as the numerator the respective Shares held by each Reporting Person, including Shares issuable upon conversion of the Notes, and as the denominator 57,407,321 Shares outstanding, as of August 28, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement for the 2012 Annual Meeting, filed with the SEC on September 14, 2012 plus the number of Shares issuable upon conversion of the Notes held by such Reporting Person.

A.	Starboard V&O Fund

(a)

As of the close of business on September 26, 2012, Starboard V&O Fund beneficially owned 1,938,166 Shares, including 372,664 Shares underlying the Notes.

Percentage: Approximately 3.4%.

(b)

1. Sole power to vote or direct vote: 1,938,166

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,938,166

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard V&O Fund has not entered into any transactions in the Shares during the past 60 days.

CUSIP NO. 758932107

B.	Starboard LLC

(a)

As of the close of business on September 26, 2012, Starboard LLC beneficially owned 927,857 Shares, including 208,359 Shares underlying the Notes.

Percentage: Approximately 1.6%.

(b)

1. Sole power to vote or direct vote: 927,857

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 927,857

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard LLC has not entered into any transactions in the Shares during the past 60 days.

C.	Starboard Value LP

(a)

As of the close of business on September 26, 2012, 450,000 Shares were held in the Starboard Value LP Accounts. Starboard Value LP, as the investment manager of Starboard V&O Fund and the Starboard Value LP Accounts and the Manager of Starboard LLC, may be deemed the beneficial owner of the (i) 1,938,166 Shares owned by Starboard V&O Fund, (ii) 927,857 Shares owned by Starboard LLC and (iii) 450,000 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.7%.

(b)

1. Sole power to vote or direct vote: 3,316,023

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,316,023

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value LP has not directly entered into any transactions in the Shares during the past 60 days. The transactions in the Shares through the Starboard Value LP Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

D.	Starboard Value GP

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,938,166 Shares owned by Starboard V&O Fund, (ii) 927,857 Shares owned by Starboard LLC and (iii) 450,000 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.7%.

(b)

1. Sole power to vote or direct vote: 3,316,023

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,316,023

4. Shared power to dispose or direct the disposition: 0

CUSIP NO. 758932107

(c)

Starboard Value GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares through the Starboard Value LP Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

E.	Principal Co

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,938,166 Shares owned by Starboard V&O Fund, (ii) 927,857 Shares owned by Starboard LLC and (iii) 450,000 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.7%.

(b)

1. Sole power to vote or direct vote: 3,316,023

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,316,023

4. Shared power to dispose or direct the disposition: 0

(c)

Principal Co has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares through the Starboard Value LP Accounts since the filing of Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

F.	Principal GP

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,938,166 Shares owned by Starboard V&O Fund, (ii) 927,857 Shares owned by Starboard LLC and (iii) 450,000 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.7%.

(b)

1. Sole power to vote or direct vote: 3,316,023

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,316,023

4. Shared power to dispose or direct the disposition: 0

(c)

Principal GP has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares through the Starboard Value LP Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Mr. Smith

(a)

As of the close of business on September 26, 2012, Mr. Smith beneficially owned 5,011 vested RSUs and RSUs that vest within 60 days hereof. Mr. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,938,166 Shares owned by Starboard V&O Fund, (ii) 927,857 Shares owned by Starboard LLC and (iii) 450,000 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.7%.

CUSIP NO. 758932107

(b)

1. Sole power to vote or direct vote: 5,011

2. Shared power to vote or direct vote: 3,316,023

3. Sole power to dispose or direct the disposition: 5,011

4. Shared power to dispose or direct the disposition: 3,316,023

(c)

Mr. Smith has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares through the Starboard Value LP Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

H.	Messrs. Mitchell and Feld

(a)

Each of Messrs. Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,938,166 Shares owned by Starboard V&O Fund, (ii) 927,857 Shares owned by Starboard LLC and (iii) 450,000 Shares held in the Starboard Value LP Accounts.

Percentage: Approximately 5.7%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 3,316,023

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 3,316,023

(c)

Neither of Messrs. Mitchell or Feld has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares through the Starboard Value LP Accounts during the past 60 days are set forth in Schedule A and are incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On September 20, 2012, Starboard Value LP entered into a Purchase Trading Plan Agreement (the “Agreement”) with Credit Suisse Securities (USA) LLC (“CSSU”) for the purpose of establishing a trading plan to effect purchases of Shares of the Issuer in compliance with all applicable laws, including, without limitation, Section 10(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1.

The Agreement allows for the purchase of up to an aggregate of 935,000 Shares by CSSU on behalf of Starboard Value LP and certain of its affiliates. Shares purchased pursuant to the Agreement may only be purchased in accordance with trading requirements adopted by the Reporting Persons, and there can be no assurance as to how many Shares, if any, will be purchased pursuant to the Agreement or at what price any such Shares will be purchased.

A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Purchase Trading Plan Agreement between Starboard Value LP and Credit Suisse Securities (USA) LLC, dated September 20, 2012.

CUSIP NO. 758932107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 27, 2012

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

STARBOARD VALUE AND OPPORTUNITY S LLC

By: Starboard Value LP,

its manager

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

STARBOARD PRINCIPAL CO GP LLC



By:	/s/ Jeffrey C. Smith
	Name:	Jeffrey C. Smith
	Title:	Authorized Signatory

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Mark Mitchell and Peter A. Feld

CUSIP NO. 758932107

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

STARBOARD VALUE LP

(Through the Starboard Value LP Accounts)

15,589	18.9290	09/18/2012
50,000	18.9480	09/18/2012
25,000	19.1355	09/19/2012
59,411	19.1175	09/19/2012
50,000	19.1849	09/20/2012

EX-99.1 2 ex991to13da306297096_092012.htm PURCHASE TRADING PLAN AGREEMENT ex991to13da306297096_092012.htm

Exhibit 99.1

STOCK TRADING PLAN

This Stock Trading Plan (the "Plan") is being adopted by Starboard Value LP and certain of its affiliates (together, the "Client"), as of the date below, to facilitate the purchase of a pre-determined amount of shares of the common stock (the "Shares") of Regis Corporation ("Issuer"), for which Jeffrey Smith is a member of the board of directors as of the date of this Plan, pursuant to the formula described in Exhibit A and pursuant to the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended ("Exchange Act").

Client desires to enter into this Plan for the purpose of effectuating purchases of Shares in compliance with all applicable laws, including, but not limited to, Section 10(b) of the Exchange Act, including, but not limited to, Rule 10b5-1. To dispel any inference that the Client is trading in the Shares on the basis of, while using, when in possession of, or when aware of material nonpublic information; or that the trades in the Shares evidence Client's knowledge of material nonpublic information, or information at variance with Issuer's statement to investors; Client further desires that Credit Suisse Securities (USA) LLC ("CSSU") effect purchases of a pre-determined amount of Shares pursuant to the formula described in Exhibit A.

Representations, Warranties and Covenants Regarding Compliance with Rule 10b5-1:

1. As of the date of this Plan, the Client is not aware of any material nonpublic information regarding Issuer and is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent CSSU from acting upon the instructions set forth in this Plan;

2. The Client is entering into this Plan in good faith and not as part of any scheme to evade the prohibitions of Rule 10b5-1 adopted under the Securities Exchange Act of 1934, as amended;

3. The Client has not entered into, and will not enter into, any corresponding or hedging transaction or position with respect to the Shares;

4. The Client acknowledges that CSSU may make a market in the Shares and will continue to engage in market-making activities while executing transactions on behalf of the Client pursuant to the Plan; and

5. The Client may not discuss with CSSU the timing of the trading in the Shares on his behalf (other than to confirm these instructions and describe them if necessary). Notwithstanding the preceding sentence, with the approval of counsel to CSSU, Client may communicate with CSSU personnel who are not responsible for, and have no ability to influence the execution of the Plan.

6. The Client agrees to inform CSSU as soon as possible of any of the following:

i) any subsequent restrictions, to the best of Client's knowledge, imposed on her due to changes in the securities (or other) laws or of any contractual restrictions imposed on the Issuer that would prevent CSSU or her from complying with the Plan, and

ii) the occurrence of any event as set forth in the Plan that, to the best of Client's knowledge, would cause the Plan to be suspended or terminated under Section 10 or Section 15 of the Plan, respectively.

Compliance with Rule10b-18

7. CSSU will use its best effort to comply with Rule 10b-18, the safe harbor for purchases of Issuer's common stock, under the Securities Exchange Act of 1934, when purchasing shares pursuant to this plan.

Stock Splits I Reincorporations/ Reorganizations

8. In the event of a stock split or reverse stock split, the quantity and price at which the Shares are to be bought will be adjusted proportionately.

9. In the event of a reincorporation or other corporate reorganization resulting in an internal Issuer share-for-share exchange of new shares for the Shares subject to the Plan, then the new shares will automatically replace the shares originally specified in the Plan.

Suspension

10. Purchases of Shares pursuant to the Plan shall be suspended where:

i) trading of the Shares on the principal exchange or market on which the Shares trade is suspended for any reason;

ii) CSSU, in its sole discretion, determines that there is a legal, regulatory or contractual reason why it cannot effect a purchase of Shares; or

iii) CSSU is notified in writing by the Client or the Issuer that a purchase of Shares should not be effected due to legal, regulatory or contractual restrictions applicable to the Issuer or to the Client (including without limitation, Regulation M).

11. CSSU will resume purchases in accordance with the Plan as promptly as practicable after (a) CSSU receives notice in writing from the Client or the Issuer, as the case may be, that it may resume purchases in accordance with the formula described in Exhibit A in the case of the occurrence of an event described in Section 10(iii) or (b) CSSU determines, in its sole discretion, that it may resume purchases in accordance with the formula described in Exhibit A in the case of the occurrence of an event described in Sections 10(i) or 10(ii).

12. Shares allocated under the Plan for purchase during a period that has elapsed due to a suspension under Section 10 will be carried forward and bought with the next amount of shares in accordance with the formula described in Exhibit A.

13. In the event the formula described in Exhibit A provides for an amount of Shares to be bought during a given period pursuant to a limit order, Shares that would otherwise be permitted to be purchased during that period but are not bought due to a suspension under Section 10, shall, upon lapse of the suspension, nonetheless be carried forward to be bought with the next amount of Shares to be bought in accordance with the formula described in Exhibit A.

14. CSSU is released from all liability in connection with any suspension of purchases made in accordance with Section 10.

Termination

15. The Plan shall terminate on the earliest to occur of the following:

the termination date specified in Exhibit A; or

ii)

the completion of all purchases in Exhibit A, as may be amended;

iii)

CSSU's reasonable determination that: (a) the Plan does not comply with Rule 10b5-1 or other applicable securities laws; (b) Client has not complied with the Plan, Rule 10b5-1 or other applicable securities laws; or (c) Client has made misstatements in his representations or warranties in Sections 1-6 above that are false or materially inaccurate;

iv)

receipt by CSSU of written notice from the Issuer or Client of: (a) the filing of a bankruptcy petition by the Issuer; (b) a merger, recapitalization, acquisition, tender or exchange offer, or other business combination or reorganization resulting in the exchange or conversion of the Shares of the Issuer into shares of a company other than the Issuer; or (c) the conversion of the Shares into rights to receive fixed amounts of cash or into debt securities and/or preferred stock (whether in whole or in part); or

receipt by CSSU of written notice of termination of the Plan from Client.

Execution, Average Pricing and Pro Rata Allocation of Purchases

16. Client agrees and acknowledges that:

If Client's order to purchase Shares pursuant to the Plan, whether market or limit, is handled by a CSSU trading desk, such order shall be handled as "not held". A "not held" or "working order" permits a CSSU trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order.

ii)

CSSU may execute Client's order: (a) in a single transaction or multiple transactions during the course of the trading day, or (b) it may aggregate the order with other orders for other purchasers of the Issuer's securities that may or may not have been accepted pursuant to a Rule 10b5-1 purchases plan, execute them as block or in multiple smaller transactions, and allocate an average price to each purchaser.

Indemnification

17. Client agrees to indemnify and hold harmless CSSU and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities, including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such claim, arising out of or attributable to CSSU's actions taken in compliance with the Plan, because of any breach by Client of the Plan, or any violation by Client of applicable federal or state laws or regulations. This indemnification shall survive the termination of the Plan.

18. Client has consulted with their own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon CSSU or any person affiliated with CSSU in connection with, Client's adoption and implementation of this Purchase Plan.

If Client is subject to the reporting requirements of Section 16 or Section 13 of the Exchange Act of 1934, CSSU will provide information regarding open market transactions under the Plan to Client and/or a designated third party in accordance with the instructions provided below.

19. Client authorizes CSSU to transmit information via facsimile and/or email regarding open market transactions under the Plan to:

Starboard Value LP

830 Third Avenue, 3rd Floor

New York, New York 10022

Attention: Mark R. Mitchell / Christian Mignone

Telephone: (212) 845-7988

Facsimile: (212) 845-7989

Email: mmitchell@starboardvalue.com / cmignone@starboardvalue.com

with a copy to:

Olshan Frome Wolosky LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

Facsimile: (212) 451-2222

Email: afreedman@olshanlaw.com

Attention: Andrew Freedman

Client understands that reasonable efforts will be made to transmit transaction information for open market transactions under the Plan (purchase or sale) by close of business on the day of the purchase or sale, but no later than the close of business on the first trading day following the purchase or sale.

ii)

Client acknowledges that CSSU (a) has no obligation to confirm receipt of any email or faxed information by the designated contact and (b) has no responsibility or liability for filing a Form 4 with the SEC or for compliance with Section 16 of the Exchange Act.

iii)

If any of the above contact information changes, or Client wishes to terminate this authorization, Client will promptly notify CSSU in writing. Client further authorizes CSSU to transmit transaction information to a third party service provider who will make the information available to his designated representative(s) listed above.

Governing Law

19. This Plan shall be governed by and construed in accordance with the laws of the State of New York.

Client and Issuer authorize and direct Issuer's insider trading personnel to take all necessary steps to effect the instructions described in this Plan.



	/s/ Mark R. Mitchell
	(Signature)

	Mark R. Mitchell

	(Print Name)


	September 20, 2012
	(Date)

	Acknowledged and Agreed this 20th day of September, 2012: Credit Suisse Securities (USA) LLC

	By:	/s/ Robert Tumbolini

	Name:	Robert Tumbolini

	Title:	Director