Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Regis Corporation
(Name of Issuer)
Common Stock, par value $0.05 per share
(Title of Class of Securities)
758932107
(CUSIP Number)
James Grosfeld
Torch BRC, LP
One Towne Square
Suite 1600
Southfield, MI 48076
(248) 827-1715
with a copy to:
Jeffrey H. Kuras
Honigman LLP
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226
(313) 465-7446
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 26, 2021
(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 Rule 13d -7 for other parties to whom copies are to be sent.
* 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).
SCHEDULE 13D
CUSIP No. 758932107
| 1 | NAMES OF REPORTING PERSONS |
| Torch BRC, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 |
| 0 | ||
| 8 | SHARED VOTING POWER
3,962,648 | |
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
|
3,962,648 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,962,648 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 11.1%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| PN |
| * | This calculation is based on a total of 35,806,265 shares of the common stock of Regis Corporation (the “Issuer”) outstanding as of August 19, 2021, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2021. |
CUSIP No. 758932107
| 1 | NAMES OF REPORTING PERSONS |
| Springhill Investments LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 |
| 0 | ||
| 8 | SHARED VOTING POWER
3,962,648 | |
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
|
3,962,648 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,962,648 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 11.1%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| OO |
| * | This calculation is based on a total of 35,806,265 shares of the common stock of the Issuer outstanding as of August 19, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on August 26, 2021. |
CUSIP No. 758932107
| 1 | NAMES OF REPORTING PERSONS |
| James Grosfeld Trust under Agreement dated December 16, 1988, as amended | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Michigan |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 0 | ||
| 8 | SHARED VOTING POWER
3,962,648 | |
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
|
3,962,648 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,962,648 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 11.1%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| OO |
| * | This calculation is based on a total of 35,806,265 shares of the common stock of the Issuer outstanding as of August 19, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on August 26, 2021. |
CUSIP No. 758932107
| 1 | NAMES OF REPORTING PERSONS |
| James Grosfeld | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| AF | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
3,962,648 | |
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
|
3,962,648 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,962,648 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 11.1%* | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| IN |
| * | This calculation is based on a total of 35,806,265 shares of the common stock of the Issuer outstanding as of August 19, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on August 26, 2021. |
Amendment No. 1 to Schedule 13D
This Amendment No. 1 amends and supplements the Amended Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 14, 2021, by Daniel Beltzman, Gregory Smith, Birch Run Capital Advisors, LP, BRC Advisors GP, LLC, Walnut BRC, LP, New Walnut GP LLC, Torch BRC, LP, Springhill Investments LLC, James Grosfeld Trust under Agreement dated December 16, 1988, as amended, and James Grosfeld.
Except as specifically provided herein, this Amendment No. 1 does not modify any of the disclosure previously reported in the Schedule 13D, as amended.
Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the previously filed Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
The Reporting Persons named in Item 2 below are hereby jointly filing this Amendment No. 1 because due to certain relationships among the Reporting Persons, such Reporting Persons may be deemed to beneficially own the same securities named in Item 5 below by one of the Reporting Persons. In accordance with Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons named in Item 2 below have executed a written agreement relating to the joint filing of this Amendment No. 1 to Schedule 13D (the “Joint Filing Agreement”), a copy of which is attached hereto as Exhibit 99.1.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of Schedule 13D is amended and restated, as the case may be, as follows:
(a) The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:
1. Torch BRC, LP, a Delaware limited partnership (“Torch BRC”)
2. Springhill Investments LLC, a Delaware limited liability company (“Springhill”)
3. James Grosfeld Trust under Agreement dated December 16, 1988, as amended, a Michigan Trust (the “Grosfeld Trust”); and
4. James Grosfeld
(b) The business address or address of its principal office, as applicable, of the Reporting Persons is:
One Towne Square, Suite 1600, Southfield, MI 48076.
(c) Each of the Reporting Persons is engaged in the business of investing. Torch’s principal business is investing in securities. Springhill’s principal business is serving as the general partner of Torch. Grosfeld Trust’s principal business is investing in securities, including serving as the sole member of Springhill. James Grosfeld’s principal business is investing in securities and Mr. Grosfeld serves as Trustee of Grosfeld Trust.
(d) and (e) During the past five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:
1. Torch – Delaware
2. Springhill – Delaware
3. Grosfeld Trust – Michigan
4. James Grosfeld – United States
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
On August 26, 2021, the Issuer filed its Annual Report on Form 10-K with the SEC and the Standstill Period under the previously disclosed Standstill Agreement terminated. As the Standstill Period has terminated, the Reporting Persons will no longer be filing on Schedule 13D jointly with Birch Run Capital Advisors, LP, BRC Advisors GP, LLC, Daniel Beltzman, Gregory Smith, Walnut BRC, LP, and New Walnut GP LLC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated as follows:
The information in Item 4 is incorporated herein by reference.
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on a total of 35,806,265 shares of the Common Stock outstanding as of August 19, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on August 26, 2021.
Torch holds 3,962,648 shares of Common Stock. As the general partner of Torch, Springhill may be deemed to exercise voting and investment power over the shares of Common Stock directly held by Torch. As the sole member of Springhill, Grosfeld Trust may be deemed to exercise voting and investment power over the shares of Common Stock directly held by Torch. As the Trustee of Grosfeld Trust, James Grosfeld may be deemed to exercise voting and investment power over the shares of Common Stock directly held by Torch.
(c) There have been no transactions in securities of the Issuer by the Reporting Persons within the last 60 days.
(d) Items 5(a) and 5(b) above are incorporated herein by reference.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The information in Item 4 is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following exhibit:
Exhibit 99.1: Joint Filing Agreement, dated as of August 31, 2021.
Signature
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this amendment to Schedule 13D is true, complete and correct.
Dated as of August 31, 2021
| Torch BRC, LP | ||
| By: | /s/ James Grosfeld | |
| Name: | James Grosfeld | |
| Title: | Manager Springhill Investments LLC, the General Partner |
|
| Springhill Investments, LLC | ||
| By: | /s/ James Grosfeld | |
| Name: | James Grosfeld | |
| Title: | Manager | |
| James Grosfeld Trust under Agreement dated December 16, 1988, as amended | ||
| By: | /s/ James Grosfeld | |
| Name: | James Grosfeld | |
| Title: | Trustee | |
| James Grosfeld | ||
| By: | /s/ James Grosfeld | |