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
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
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 | ||
2
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.
3
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.
4
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.
5
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.
6
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.
7
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.
8
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.
9
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.
10
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. |
11
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 |
12
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. |
| G. | 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%.
13
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. |
14
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 |
15
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 |