Regis Corp: Ownership Update Filed

Ticker: RGS · Form: SC 13D/A · Filed: Jul 18, 2024 · CIK: 716643

Regis Corp SC 13D/A Filing Summary
FieldDetail
CompanyRegis Corp (RGS)
Form TypeSC 13D/A
Filed DateJul 18, 2024
Risk Levelmedium
Pages12
Reading Time15 min
Key Dollar Amounts$0.05, $3,119,030, $584,654, $623,563, $95,900
Sentimentneutral

Sentiment: neutral

Topics: ownership-change, activist-filing, sec-filing

Related Tickers: RGS

TL;DR

Regis Corp 13D/A filed by Charters, Salvadore, Wyetzner on 7/16. Ownership change.

AI Summary

William Charters, Stephen Salvadore, and Gary Wyetzner have filed an amendment (No. 1) to their Schedule 13D for Regis Corporation, dated July 16, 2024. This filing indicates a change in their beneficial ownership of the company's common stock.

Why It Matters

This filing signals a potential shift in control or strategy for Regis Corporation, as significant shareholders are updating their stake.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or activist investor involvement, which can introduce volatility.

Key Numbers

  • 0000716643 — Central Index Key (Regis Corporation's identifier)
  • 0002006935 — Central Index Key (William Charters' identifier)
  • 758932206 — CUSIP Number (Regis Corporation common stock identifier)

Key Players & Entities

  • Regis Corporation (company) — Subject company
  • William Charters (person) — Filing person
  • Stephen Salvadore (person) — Filing person
  • Gary Wyetzner (person) — Filing person
  • P. Rupert Russell (person) — Authorized to receive notices
  • Shartsis Friese LLP (company) — Legal counsel

FAQ

What specific changes in beneficial ownership are detailed in this amendment?

The filing is an amendment (No. 1) to a Schedule 13D, indicating a change in beneficial ownership, but the specific details of the change are not provided in the header information.

Who are the primary individuals filing this Schedule 13D amendment?

William Charters, Stephen Salvadore, and Gary Wyetzner are the individuals filing this amendment.

What is the date of the event that required this filing?

The date of the event which requires filing of this statement is July 16, 2024.

What is the business address of Regis Corporation?

The business address of Regis Corporation is 3701 Wayzata Blvd, Suite 500, Minneapolis, MN 55416.

Who is authorized to receive notices and communications for this filing?

P. Rupert Russell of Shartsis Friese LLP is authorized to receive notices and communications.

Filing Stats: 3,635 words · 15 min read · ~12 pages · Grade level 12.1 · Accepted 2024-07-18 12:34:06

Key Financial Figures

  • $0.05 — ration (Name of Issuer) Common Stock, $0.05 par value per share (Title of Class of
  • $3,119,030 — ported in Item 5(a,b) was approximately $3,119,030. The total amount of funds used by Gary
  • $584,654 — ported in Item 5(a,b) was approximately $584,654. The total amount of funds used by Step
  • $623,563 — ported in Item 5(a,b) was approximately $623,563. The total amount of funds used by Auro
  • $95,900 — ported in Item 5(a,b) was approximately $95,900. The total amount of funds used by Barb
  • $576,274 — ported in Item 5(a,b) was approximately $576,274. The total amount of funds used by Char
  • $1,238,639 — ported in Item 5(a,b) was approximately $1,238,639. The source of funds for purchases of S
  • $5.29 — yetzner 5/22/2024 Buy Common Stock $5.29 825 5/23/2024 Buy Common Stock $5
  • $5.17 — 29 825 5/23/2024 Buy Common Stock $5.17 200 5/24/2024 Buy Common Stock $4
  • $4.93 — 17 200 5/24/2024 Buy Common Stock $4.93 1101 5/29/2024 Buy Common Stock $
  • $4.47 — 3 1101 5/29/2024 Buy Common Stock $4.47 95 6/3/2024 Buy Common Stock $4.3
  • $4.30 — 4.47 95 6/3/2024 Buy Common Stock $4.30 146 6/5/2024 Buy Common Stock $4.
  • $4.20 — .30 146 6/5/2024 Buy Common Stock $4.20 60 6/6/2024 Buy Common Stock $4.2
  • $4.25 — 4.20 60 6/6/2024 Buy Common Stock $4.25 50 6/7/2024 Buy Common Stock $3.9
  • $3.97 — 4.25 50 6/7/2024 Buy Common Stock $3.97 160 Stephen Salvadore 05/23/2024

Filing Documents

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D (the “ Schedule 13D ”) is being filed with respect to the shares of common stock (the “ Shares ”) of Regis Corporation, a Minnesota corporation (the “ Company ”).

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being filed on behalf of the following Reporting Persons (collectively, the “ Reporting Persons ”): Gary Wyetzner, Stephen Salvadore, Aurora Salvadore, Barbara Salvadore and William Charters, each of whom is a United States citizen. (b) The and Barbara Salvadore is 38 Sunset Drive, East Greenwich, RI 02818. The business address of Mr. Charters is 5537 Newcastle Lane, Calabasas, CA 91302. (c) The principal occupation of Mr. Wyetzner is as an independent financial strategist. The principal occupation of Mr. Salvadore is as a venture capitalist. The principal occupation of Aurora Salvadore is as an interior designer. Barbara Salvadore is retired, and has no principal occupation. The principal occupation of Mr. Charters is an investor. (d, e) During the past five years, no Reporting Person has been convicted in a criminal proceeding, or been a party to a civil proceeding, required to be disclosed pursuant to Items 2(d) or (e) of Schedule 13D. (f) The citizenship of each of the Reporting Persons is set forth in paragraph (a) of this Item.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds used by the Reporting Persons to make all purchases of Shares beneficially owned by the Reporting Persons, as reported in Item 5(a,b) was approximately $3,119,030. The total amount of funds used by Gary to make all purchases of Shares he beneficially owns, as reported in Item 5(a,b) was approximately $584,654. The total amount of funds used by Stephen to make all purchases of Shares he beneficially owns, as reported in Item 5(a,b) was approximately $623,563. The total amount of funds used by Aurora to make all purchases of Shares she beneficially owns, as reported in Item 5(a,b) was approximately $95,900. The total amount of funds used by Barbara to make all purchases of Shares she beneficially owns, as reported in Item 5(a,b) was approximately $576,274. The total amount of funds used by Charters to make all purchases of Shares he beneficially owns, as reported in Item 5(a,b) was approximately $1,238,639. The source of funds for purchases of Shares by each of the Reporting Persons is the personal funds of the applicable Reporting Person.

Purpose of Transaction

Item 4. Purpose of Transaction Pursuant to the Original Schedule 13D, the Reporting Persons together represented a reporting group (the “ Reporting Group ”). Since the filing of the Original Schedule 13D, the Reporting Persons assisted the Company by encouraging changes in its organization and function, thereby promoting future profitability. The Company adopted changes suggested by the Reporting Persons, and has since seen an improvement in its performance. In a letter to the Company dated July 16, 2024 and attached as Exhibit 99.3 to this Amendment, the Reporting Persons made note of these improvements, and stated the financial and operating concerns that prompted the formation of the Reporting Group have been alleviated. Each of the Reporting Persons has terminated the Reporting Group to demonstrate support for the Company and its management in such letter. In a Memorandum of Understanding dated July 16, 2024 and attached as Exhibit 99.4 to this Amendment, each of the Reporting Persons expressly terminated and disclaimed membership in the Reporting Group. In so doing, the Reporting Persons hoped to indicate support for management and the boa rd of directors of the Company. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Group. The Reporting Persons believe the securities of the Issuer are significantly undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions, including through a trading plan created under

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) The aggregate percentage of Shares reported owned by the Reporting Persons named herein is based upon 2,279,948 Shares outstanding as of April 26, 2024, which is the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2024. As of the close of business on the date hereof, Mr. Wyetzner individually beneficially owned 34,233 Shares, constituting approximately 1.50% of all of the outstanding Shares. As of the close of business on the date hereof, Mr. Salvadore individually beneficially owned 33,470 Shares, constituting approximately 1.47% of all of the outstanding Shares. As of the close of business on the date hereof, Aurora Salvadore individually beneficially owned 4,055 Shares, constituting approximately 0.18% of all of the outstanding Shares. As of the close of business on the date hereof, Barbara Salvadore individually beneficially owned 31,000 Shares, constituting approximately 1.36% of all of the outstanding Shares. Mr. Salvadore may be deemed to beneficially own the 4,055 Shares held by Aurora Salvadore and the 31,000 Shares held by Barbara Salvadore by virtue of his position as investment manager of the accounts holding such Shares. As of the close of business on the date hereof, Mr. Charters individually beneficially owned 80,000 Shares, constituting approximately 3.51% of all of the outstanding Shares. The Reporting Persons, in aggregate, beneficially own 182,758 Shares, constituting approximately 8.0% of the outstanding Shares. (b) Mr. Wyetzner has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, 34,233 Shares held by Mr. Wyetzner. Mr. Salvadore has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 33,470 Shares held by Mr. Salvadore. Mr. Salvadore has shared power with Aurora Salvadore (i) to vote or

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Pursuant to that certain Memorandum of Understanding dated July 16, 2024 and attached as Exhibit 99.4 to this Amendment, each of the Reporting Persons terminated their membership in the Reporting Group and confirmed that they will not acquire 4.95% or more of the outstanding Shares issued by the Company.

Material to be filed as Exhibits

Item 7. Material to be filed as Exhibits Exhibit 99.1Joint Filing Agreement dated January 9, 2024 by and between the Reporting Persons (incorporated by reference from Exhibit 99.1 to the Original Schedule 13D ) Exhibit 99.2Transactions in the Shares effected in the past 60 days Exhibit 99.3Letter to the Company dated July 16, 2024 Exhibit 99.4Memorandum of Understanding dated July 16, 2024 4 CUSIP No. 758932206 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct. Dated: July 16, 2024 /s/ Gary Wyetzner GARY WYETZNER /s/ Stephen Salvadore STEPHEN SALVADORE /s/ Aurora Salvadore AURORA SALVADORE /s/ Barbara Salvadore BARBARA SALVADORE /s/ William Charters WILLIAM CHARTERS 5 CUSIP No. 758932206 EXHIBIT 99.2 Transactions in the Common Stock of the Issuer by Reporting Persons During the Past 60 Days Date Buy/Sell Security Approximate Price Per Share 1, 2 Amount of Shares Bought/(Sold) 3 Gary Wyetzner 5/22/2024 Buy Common Stock $5.29 825 5/23/2024 Buy Common Stock $5.17 200 5/24/2024 Buy Common Stock $4.93 1101 5/29/2024 Buy Common Stock $4.47 95 6/3/2024 Buy Common Stock $4.30 146 6/5/2024 Buy Common Stock $4.20 60 6/6/2024 Buy Common Stock $4.25 50 6/7/2024 Buy Common Stock $3.97 160 Stephen Salvadore 05/23/2024 BUY Common Stock $5.36 1,000 05/24/2024 BUY Common Stock $5.24 500 William Charters 05/22/2024 BUY Common Stock $5.30 4,000 05/23/2024 BUY Common Stock $5.36 1,000 07/08/2024 SELL Common Stock $23.68 5,000 KLD Capital 4 05/17/2024 BUY Common Stock $5.68 3,000 07/08/2024 BUY Common Stock $23.68 5,000 1 Split-adjusted. 2 Excluding any brokerage fees. 3 Split-adjusted. 4 A partnership owned in its entirety by William Charters and Julie N. Charters. 6 CUSIP No. 758932206 EXHIBI

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