Exhibit 4.1


 


AMENDMENT NO.
1, dated as of October 29, 2008 (this “Amendment”), between REGIS
CORPORATION, a Minnesota corporation (the “Company”), and WELLS FARGO BANK,
N.A., as Rights Agent (the “Rights Agent”), to the RIGHTS AGREEMENT, dated as
of December 26, 2006 (the “Rights Agreement”), between the Company and the
Rights Agent.


 


WHEREAS, pursuant to and in accordance with Section 26 of the
Rights Agreement, any amendment or supplement to the Rights Agreement duly
approved by the Company shall become effective immediately upon execution by
the Company, whether or not also executed by the Rights Agent.


 


NOW, THEREFORE, pursuant to the terms of the Rights Agreement and in
accordance with Section 26 thereof, the following actions are hereby taken:


 


Section 1.                                           Amendments
to Rights Agreement.  The Rights
Agreement is hereby amended as follows:


 


(A)                             The
definition of “Acquiring Person” in Section 1 of the Rights Agreement is
hereby amended and restated in its entirety to read as follows:


 


“ “Acquiring Person” shall mean any
Person who or which, alone or together with all Affiliates and Associates of
such Person, shall be the Beneficial Owner of more than 15% of the Common
Shares then outstanding, but shall not include (a) any Exempt Person or (b) any
such Person that the Board of Directors of the Company determines has become
and is the Beneficial Owner of more than 15% of the Common Shares at the time outstanding solely as the result
of (i) a change in the aggregate number of Common Shares outstanding since
the last date on which such Person acquired Beneficial Ownership of any Common
Shares (provided, however, that if a Person becomes the
Beneficial Owner of more than 15% of the Common Shares then outstanding by
reason of such change in the aggregate number of Common Shares outstanding and
thereafter becomes the Beneficial Owner of any additional Common Shares (other
than pursuant to a dividend or distribution paid or made by the Company on the
outstanding Common Shares or pursuant to a split or subdivision of the
outstanding Common Shares), then such Person shall be deemed to be an “Acquiring
Person” unless upon becoming the Beneficial Owner of such additional Common
Shares such Person does not beneficially own more than 15% of the Common Shares
then outstanding), (ii) the acquisition by such Person or one or more of
its Affiliates or Associates of Beneficial Ownership of additional Common
Shares if such acquisition was made in the good faith belief that such
acquisition would not (A) cause the Beneficial Ownership by such Person,
together with its Affiliates and Associates, to exceed 15% of the Common Shares
outstanding at the time of such acquisition and such good faith belief was
based on the good faith reliance on information contained in publicly filed
reports or documents of the Company that are inaccurate or out-of-date or (B) otherwise
cause a Distribution Date or the adjustment provided for in Section 11(a) to
occur, or (iii) the acquisition by such Person or one or more of its
Affiliates or Associates of Beneficial Ownership of additional Common Shares if
the Board of Directors of the Company determines (which determination of the
Board of Directors of the Company shall be conclusive and binding on such Person,
the Rights Agent, the holders of the Rights and all other Persons) that such
acquisition was made in good faith without the knowledge by such Person or one
or more of its Affiliates or


 

















 


Associates that such Person
would thereby become an Acquiring Person. Notwithstanding clause (b)(ii) or
(b)(iii) of the prior sentence, if any Person that is not an Acquiring
Person due to such clause (b)(ii) or (b)(iii) does not reduce its
percentage of Beneficial Ownership of Common Shares to 15% or less by the Close
of Business on the tenth calendar day after notice from the Company (the date
of notice being the first day) that such Person’s Beneficial Ownership of
Common Shares would make it an Acquiring Person (or, in the case solely of
Derivative Common Shares, such Person does not terminate the subject derivative
transaction or transactions or does not dispose of the subject derivative
security or securities, or does not establish to the satisfaction of the Board
of Directors of the Company that such Derivative Common Shares are not held
with any intention of changing or influencing control of the Company), such
Person shall, at the end of such ten calendar day period, become an Acquiring
Person (and such clause (b)(ii) or (b)(iii) shall no longer apply to
such Person). For purposes of this definition, the determination whether any
Person acted in “good faith” shall be conclusively determined by the Board of
Directors of the Company.”.


 


(B)                               The
definition of “Beneficial Owner”, “beneficially own” and “Beneficial Ownership”
in Section 1 of the Rights Agreement is hereby amended and restated in its
entirety to read as follows:


 


“A Person shall be deemed the “Beneficial
Owner” of, and shall be deemed to “beneficially own”, and shall be
deemed to have “Beneficial Ownership” of, any securities:


 


(a)                                 which such Person or any of such Person’s
Affiliates or Associates is
deemed to “beneficially own” within the meaning of Rule 13d-3 of
the General Rules and Regulations under the Exchange Act, as in effect on
the date of this Rights Agreement;


 


(b)                                which such Person or any of such Person’s
Affiliates or Associates has, directly or indirectly:


 


(i)                                    the right to acquire (whether such right is
exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (written or oral), or upon the exercise
of conversion rights, exchange rights, rights (other than the Rights), warrants
or options, or otherwise; provided, however, that a Person shall
not be deemed under this clause (i) to be the Beneficial Owner of, or to
beneficially own, or to have Beneficial Ownership of, any securities tendered
pursuant to a tender or exchange offer made by or on behalf of such Person or
any of such Person’s Affiliates or Associates until such tendered securities
are accepted for purchase or exchange thereunder or cease to be subject to
withdrawal by the tendering security holder; or


 


(ii)                                 the
right to vote pursuant to any agreement, arrangement or understanding (written
or oral); provided, however, that a Person shall not be deemed
under this clause (ii) to be the Beneficial Owner of, or to beneficially
own, any security if (A) the agreement, arrangement or understanding
(written or oral) to vote such security arises solely from a revocable proxy or
consent given to such Person in response to a public proxy or consent
solicitation made generally to all holders of Common Shares of the Company
pursuant to, and in accordance with, the applicable rules and regulations 


 


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under the Exchange
Act and (B) the beneficial ownership of such security is not also then
reportable on Schedule 13D or 13G under the Exchange Act (or any comparable or
successor report);


 


(c)                                 which
are beneficially owned, directly or indirectly, by any other Person with which
such Person or any of such Person’s Affiliates or Associates has any agreement,
arrangement or understanding (written or oral) for the purpose of acquiring,
holding, voting (except pursuant to a revocable proxy as described in the
proviso to clause (b)(ii) of this definition) or disposing of any
securities of the Company; or


 


(d)                                that
are the subject of a derivative transaction to which the Company is not a party
entered into by such Person or any of such Person’s Affiliates or Associates,
or derivative security not issued by the Company acquired by such Person or
such Person’s Affiliates or Associates, which gives such Person or any
Affiliate or Associate thereof the economic equivalent of ownership of an
amount of such securities due to the fact that the value of the derivative is
explicitly determined by reference to the price or value of such securities,
without regard to whether (A) such derivative conveys any voting rights in
such securities to such Person or any Affiliate or Associate thereof, (B) the
derivative is required to be, or capable of being, settled through delivery of
such securities, or (C) such Person or any Affiliate or Associate thereof
may have entered into other transactions that hedge the economic effect of such
derivative; provided, however, that solely in the case of this
clause (d), the Board of Directors of the Company shall be empowered to
determine (which determination of the Board of Directors of the Company shall
be conclusive and binding on such Person, the Rights Agent, the holders of the
Rights and all other Persons, and which determination solely in the case of
this proviso to this clause (d) may be made effective retroactively as of
a past date) that Beneficial Ownership by such Person of such Common Shares
that are the subject of such derivative transaction or derivative securities
pursuant to the operation of this clause (d) would be inappropriate to
constitute Beneficial Ownership of such Common Shares for purposes of this
Rights Agreement, and upon such a determination, such Common Shares shall not
be deemed to be Beneficially Owned by such Person pursuant to this clause (d);
and provided, further, that in order for a determination pursuant
to the foregoing proviso in this clause (d) to be effective, such
determination must be made within 10 calendar days after the date on which the
Board of Directors of the Company becomes aware of Beneficial Ownership by such
Person of such Common Shares that are the subject of such derivative
transaction or derivative securities.  In determining the amount of
Common Shares deemed Beneficially Owned by virtue of the operation of this
clause (d), the subject Person shall be deemed to Beneficially Own (without
duplication) the amount of Common Shares that is synthetically owned pursuant
to such derivative transactions or such derivative securities, or, if the
amount of Common Shares that is synthetically owned pursuant to the derivative
transactions or such derivative securities is not readily apparent, the subject
Person shall be deemed to Beneficially Own an amount of Common Shares as
determined by the Board of Directors of the Company (which determination of the
Board of Directors of the Company shall be conclusive and binding on such
Person, the Rights Agent, the holders of the Rights and all other Persons).
Such amount of Common Shares that is deemed so Beneficially Owned pursuant to
the operation of this clause (d) shall be referred to herein as “Derivative Common Shares”.


 


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Notwithstanding the foregoing, nothing contained in
this definition shall cause a Person ordinarily engaged in business as an
underwriter of securities to be deemed the “Beneficial Owner” of, or to “beneficially
own”, or to have “Beneficial Ownership” of, any securities acquired in a bona
fide firm commitment underwriting pursuant to an underwriting agreement with
the Company.”.


 


Section 2.                                           Full
Force and Effect. Except as expressly amended hereby, the Rights Agreement
shall continue in full force and effect in accordance with the provisions
thereof.


 


Section 3.                                           Governing
Law. The Rights Agreement and this Amendment shall be governed by and
construed in accordance with the law of the State of Minnesota applicable to
contracts to be made and performed entirely within such State, and without
regard to conflicts of law principles of such State.


 


[Signature Page Follows]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed as
of the day and year first above written.


 


	
   

  	
  REGIS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by  /s/ Eric A. Bakken

  
	
   

  	
  Name: Eric A. Bakken

  
	
   

  	
  Title: Senior Vice President &
  General Counsel

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by  /s/ Steven J. Hoffman

  
	
   

  	
  Name: Steven J. Hoffman

  
	
   

  	
  Title: Assistant Vice President

  



 


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