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                       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):

                                 AUGUST 3, 1998

                          BEAUTICONTROL COSMETICS, INC.
             (Exact name of registrant as specified in its charter)


   STATE OF DELAWARE            0-14449                  75-2036343
(State of incorporation)  (Commission File No.)(IRS Employer Identification No.)


                                2121 MIDWAY ROAD
                             CARROLLTON, TEXAS 75006
               (Address of principal executive offices) (Zip Code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (972) 458-0601


                                    NO CHANGE
          (Former name or former address, if change since last report)



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ITEM 5.           OTHER EVENTS
                  ------------

                            STOCK PURCHASE AGREEMENT

GENERAL

         Pursuant to a Stock Purchase Agreement (the "Purchase Agreement") dated
as of July 31, 1998 and executed on August 3, 1998, by and among BeautiControl
Cosmetics, Inc., a Delaware corporation (the "Company"), Jim Sowell Construction
Co., Inc., a Texas corporation ("Sowell"), Jinger L. Heath ("Mrs. Heath") and
Richard W. Heath ("Mr. Heath" and together with Mrs. Heath, the "Heaths"), the
Company issued 1,200,000 shares ("Shares") of common stock, par value $0.10 per
share (the "Common Stock") to Sowell. The aggregate purchase price of the Shares
was $9,912,000.

RIGHT OF PARTICIPATION IN FUTURE EQUITY FINANCINGS

         The terms of the Purchase Agreement provide that, in addition to the
acquisition of the Shares, for so long as Sowell is the legal and beneficial
holder of at least 1,200,000 shares of Common Stock Sowell has a right of
participation with regard to any of the Company's future financings obtained
through the cash sale of (i) any additional shares of capital stock of the
Company; (ii) securities convertible into capital stock of the Company; or (iii)
securities carrying the right to purchase additional shares of capital stock of
the Company. If any of the above transactions takes place, Sowell may
participate in such manner as to retain its current proportionate ownership in
the Company, provided that such participation is on terms no less favorable to
the Company than the terms of the financing being obtained. Notwithstanding the
foregoing, no such right of participation extends to capital stock issued by the
Company pursuant to any of the Company's stock option plans.

BOARD REPRESENTATION

         Pursuant to the Purchase Agreement, for so long as Sowell is the legal
and beneficial owner of at least 1,200,000 shares of Common Stock, the Company
and Mr. Heath have agreed to use their best efforts to cause Mr. James E.
Sowell, Chief Executive Officer of Sowell, to be elected to the Board of
Directors of the Company.

REGISTRATION OF SHARES

         In addition, as soon as practicable after the signing of the Purchase
Agreement, the Company (at its expense) shall use its best efforts to cause the
registration of the Shares under the Securities Act of 1933, as amended (the
"Securities Act"). The registration will be on such appropriate registration
form as may be selected by the Company and will permit the disposition of the
Shares in accordance with the intended method of disposition furnished to the
Company in writing by Sowell. In addition, the Company (at its expense) will use
its best efforts to cause the registration of the Shares in such states as may
be reasonably requested by Sowell. The Company has agreed to indemnify Sowell
against all losses, claims, damages, liabilities and expenses caused by any
untrue or alleged untrue statement of a material fact contained in the
registration statement for the Shares, or any prospectus or preliminary
prospectus or any amendment or supplement thereto, or any omission or alleged
omission to state a material fact required to be stated or necessary to make the
statements therein (in case of a prospectus or preliminary prospectus, in light
of the circumstances under which they were made) not misleading, except insofar
as the same is (i) contained in any information furnished to the Company by
Sowell expressly for use in such registration statement or prospectus, or (ii)
caused by the failure to deliver a copy of any prospectus or any amendments or
supplements thereto included in the registration statement after the Company has
furnished Sowell with a sufficient number of copies of the same. Sowell has
agreed to indemnify the Company, its directors, officers, agents, employees and
each person who controls the Company (within the meaning of the Securities
Exchange Act of 1934, as amended) against all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue statement of a
material fact contained in the information




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furnished by Sowell to the Company and included in the registration statement
for the Shares, or any prospectus or preliminary prospectus or any amendment or
supplement thereto contained therein or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein (in case of a prospectus or preliminary prospectus, in
light of the circumstances under which they were made) not misleading.

RESTRICTIONS ON THE PURCHASE OF ADDITIONAL SHARES OF COMMON STOCK

         The Purchase Agreement also allows Sowell to purchase from third
parties additional shares only up to the greater of (i) 391,000 shares of Common
Stock or (ii) a number of shares of Common Stock such that Sowell and its
affiliates own no more than 26.75% of the then outstanding shares of Common
Stock. Moreover, if Sowell acquires any additional shares of Common Stock in
blocks of 10,000 shares or more, Sowell must notify the Company, and the Company
has the option to purchase up to 50% of such block of additional shares within
72 hours of the Company's receipt of notice from Sowell. The Purchase Agreement
provides that, except as described above, neither Sowell nor its affiliates may
acquire any other options, proxies or any other rights with respect to
additional shares of Common Stock without the prior written consent of the
Company and Mr. Heath.

CO-SALE RIGHTS

         The Purchase Agreement grants to Sowell co-sale rights with respect to
a proposed transfer of shares of Common Stock by the Heaths such that as a
result of such a transfer, the Heaths would own a percentage of the
then-outstanding shares of Common Stock less than (i) 26.75%, or (ii) if the
percentage of shares of Common Stock owned by Sowell is less than 26.75%, less
than that percentage owned by Sowell. In such an event, the number of shares of
Common Stock to be included in the transfer by Sowell will be determined by
multiplying (x) the total number of shares of Common Stock that are held by
Sowell by (y) a fraction (A) the numerator of which is the number of shares to
be transferred and (B) the denominator of which is the total number of shares of
Common Stock owned by the Heaths. If Sowell elects to exercise the right of
co-sale, the amount of shares of Common Stock to be transferred shall be sold to
the proposed purchaser in lieu of a corresponding amount of shares proposed to
be transferred by the Heaths. The co-sale right does not apply to certain
permitted transfers within the Heath's family group; however, any subsequent
transfers by a transferee of such shares is subject to the right of co-sale.

PROXY

         Moreover, Sowell granted an irrevocable proxy (the "Proxy") to Mr.
Heath to vote the Shares on all matters (except that, in the event of Mr.
Heath's death or incapacity, Mrs. Heath shall serve as proxy). The Proxy
terminates (i) with respect to any Shares sold by Sowell or any of its
affiliates to a third party that is not an affiliate of Sowell or (ii) with
respect to all Shares held by Sowell at such time as the Heaths are no longer
employed by the Company or if the Heaths hold less than an aggregate of 20% of
the then-outstanding shares of Common Stock.


ITEM 7.           EXHIBITS.
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         4.1      Stock Purchase Agreement dated as of July 31, 1998 among
                  BeautiControl Cosmetics, Inc., Jim Sowell Construction Co.,
                  Inc., Richard W. Heath and Jinger L. Heath.





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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                 BEAUTICONTROL COSMETICS, INC.

 

Date:   August 20, 1998          By:     /s/ M. Doug Tucker
                                         ------------------------------------
                                 Name:   M. Douglas Tucker
                                 Title:  Senior Vice President-Finance, Chief
                                         Financial Officer and Secretary






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                                    EXHIBITS


4.1      Stock Purchase Agreement dated as of July 31, 1998 among BeautiControl
         Cosmetics, Inc., Jim Sowell Construction Co., Inc., Richard W. Heath
         and Jinger L. Heath.