Sec Form 13D Filing - Charters William filing for REGIS CORP (RGS) - 2024-01-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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 [ ].

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”).

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 business address of Mr. Wyetzner is 64 Norris Avenue, Metuchen, NJ 08840.  The business address of Stephen Salvadore, Aurora Salvadore 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.

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 $3,006,711.65. The source of funds for purchases of Shares by each of the Reporting Persons is the personal funds of the applicable R eporting Person.

Item 4.  Purpose of Transaction

Except as set forth in the Letter, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons may develop additional plans and/or make further proposals with respect to, or with respect to potential changes in, the operations, management, the certificate of incorporation and bylaws, Board composition, ownership, capital or corporate structure, dividend policy, strategy and plans of the Issuer, potential strategic transactions involving the Issuer or certain of the Issuer's businesses or assets, or may change their intention with respect to any and all matters referred to in this Item 4.  The Reporting Persons intend to continue to communicate with the Issuer's management and Board about a broad range of operational and strategic matters. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board, other shareholders or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. Such plans or proposals may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

(a)            The aggregate percentage of Shares reported owned by each person named herein is based upon 2,279,417 Shares outstanding as of November 29, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2023.

As of the close of business on the date hereof, Mr. Wyetzner individually beneficially owned 30,607 Shares, constituting approximately 1.34% of all of the outstanding Shares.

As of the close of business on the date hereof, Mr. Salvadore individually beneficially owned 27,569 Shares, constituting approximately 1.21% 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 the aggregate, beneficially own 173,231 Shares, constituting approximately 7.6% 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, 30,607 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 27,569 Shares held by Mr. Salvadore.  Mr. Salvadore has shared power with Aurora Salvadore power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 4,055 Shares held by Aurora Salvadore. Mr. Salvadore has shared power with Barbara Salvadore power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 31,000 Shares held by Barbara Salvadore.

Mr. Charters has sole power (i) to vote or direct the vote of, and (ii) to dispose or direct the disposition of, the 80,000 Shares held by Mr. Charters.

Exhibit 99.1

Joint Filing Agreement to Schedule 13D-G by and among Gary Wyetzner, Stephen Salvadore, Aurora Salvadore, Barbara Salvadore and William Charters, dated as of January 9, 2024.

Exhibit 99.2

Letter to the Chairman of the Board of Directors of Regis Corporation, dated as of January 9, 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