As filed with the Securities and Exchange Commission on October 30, 2018
RegistrationNo. 333-214269
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Regis Corporation
(Exact name of registrant as specified in its charter)
| Minnesota | 41-0749934 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
7201 Metro Boulevard
Edina, MN 55439
(Address of Principal Executive Offices) (Zip Code)
REGIS CORPORATION
2016 LONG TERM INCENTIVE PLAN
(Full title of the plan)
Amanda P. Rusin, General Counsel
Regis Corporation
7201 Metro Boulevard,
Edina, Minnesota 55439
(952) 947-7777
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Regis Corporation (the “Company” or the “Registrant”) is filing this Post-Effective Amendment No. 1 to FormS-8 Registration Statement (the “Post-Effective Amendment”) to deregister certain securities originally registered by the Company pursuant to its Registration Statement on FormS-8 filed with the Securities and Exchange Commission on October 27, 2016 (Registration StatementNo. 333-214269 and referred to herein as the “2016S-8”), which registered 3,500,000 shares of the Company’s Common Stock for issuance thereunder.
The Company has since adopted a new equity incentive plan, the Regis Corporation 2018 Long Term Incentive Plan (the “2018 Plan”), which replaces the 2016 Plan as of October 23, 2018, the date the Company’s shareholders approved the 2018 Plan. No future awards will be made under the 2016 Plan. This Post-Effective Amendment is being filed solely to remove 1,918,895 shares of Common Stock from registration under the 2016S-8 as such shares will instead be available for issuance under the 2018 Plan. Contemporaneously with the filing of this Post-Effective Amendment, the Company is filing a new Registration Statement on FormS-8 to register the shares of Common Stock now available for offer or sale pursuant to the 2018 Plan, including but not limited to the shares being deregistered from the 2016S-8 hereby.
In addition, the number of shares of Common Stock available for issuance under the 2018 Plan will be increased by the number of shares subject to awards that were outstanding under the 2016 Plan that expire, are forfeited or cancelled or are settled or paid in cash. The Company may from time to time file additional post-effective amendments to the 2016S-8 to deregister shares that subsequently become available for issuance under the 2018 Plan pursuant thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused this Post-Effective Amendment No. 1 to FormS-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Edina, State of Minnesota, on October 30, 2018.
| REGIS CORPORATION | ||
| By: | /s/ Amanda P. Rusin | |
Amanda P. Rusin Senior Vice President, General Counsel and Secretary | ||
