SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JANUARY 25, 1999 REGIS CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA (State or Other Jurisdiction of Incorporation) 0-11230 41-0749934 (Commission File Number) IRS Employer Identification No.) 7201 Metro Boulevard MINNEAPOLIS, MN 55439 (Address of principal executive offices and zip code) (612) 947-7000 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) Item 5. Other Events On January 25, 1999, the Company announced that it had entered into an agreement and plan of merger with The Barbers, Hairstyling for Men & Women, Inc. (The Barbers), a national franchiser, owner and operator of affordable hair care salons, based in Minneapolis, Minnesota. The Barbers has 979 franchised and company-owned salons, operating primarily under the names Cost Cutters, City Looks Salons International and We Care Hair. Under the terms of the agreement and plan of merger, each shareholder of The Barbers will receive .33 shares of Regis Common stock, on a pre-split basis, resulting in the issuance by the Company of approximately 1.5 million shares of common stock. It is expected that this transaction will be accounted for as a pooling-of-interest. Consummation of the merger is subject to approval by the shareholders of The Barbers. The transaction is expected to close during the Company's fiscal 1999 fourth quarter. Item 7. Financial Statements and Exhibits Exhibit 99. Press release dated January 25, 1999. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto and duly authorized. REGIS CORPORATION Date: February 8, 1999 By /s/ Randy L. Pearce -------------------------------- Randy L. Pearce Senior Vice President and Chief Financial Officer EXHIBIT INDEX Regis Corporation Form 8-K Current Report Dated January 25, 1999 Exhibit Number Description Exhibit 99 Press release dated January 25, 1999.