ULTA BEAUTY, INC. (NASDAQ:ULTA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On January27, 2017, Salon, Ulta Beauty and Ulta Merger Sub, Inc.,
a Delaware corporation (Merger Sub), entered into the
Agreement and Plan of Merger (the Agreement) which
resulted in Ulta Beauty owning all of the outstanding capital
stock of Salon. to the Reorganization, effective at 12:01 a.m.,
Eastern Time, on January29, 2017 (the Effective Time),
Merger Sub, a direct, wholly owned subsidiary of Ulta Beauty and
an indirect, wholly owned subsidiary of Salon, merged with and
into Salon, with Salon surviving as a direct, wholly owned
subsidiary of Ulta Beauty. At the Effective Time, each share of
Salon common stock issued and outstanding immediately prior to
the Reorganization automatically converted into a share of Ulta
Beauty common stock, having the same rights, powers and
preferences, and the qualifications, limitations and
restrictions, as the common stock of Salon that was converted.
Accordingly, Salons stockholders immediately prior to the
consummation of the Reorganization became stockholders of Ulta
Beauty at the Effective Time. In accordance with the Stockholder
Rights Agreement, as amended, one preferred stock purchase right
is attached to each share of Ulta Beauty common stock, just as it
was attached to the Salon common stock prior to the
Reorganization. The stockholders of Salon will not recognize gain
or loss for U.S. federal income tax purposes as a result of the
consummation of the Reorganization.

The Reorganization was conducted to Section 251(g) of the General
Corporation Law of the State of Delaware (the DGCL), which
provides for the formation of a holding company without a vote of
the stockholders of the constituent corporations. Ulta Beauty has
a Certificate of Incorporation and Bylaws that are each identical
to those of Salon immediately prior to the consummation of the
Reorganization, except for the change of the name of the
corporation as permitted by Section 251(g) of the DGCL.
Furthermore, the conversion of stock in the Reorganization
occurred automatically without an exchange of stock certificates.
After the Reorganization, stock certificates that previously
represented shares of Salon common stock now represent the same
number of shares of Ulta Beauty common stock. Following the
consummation of the Reorganization, shares of Ulta Beautys common
stock continue to trade on the NASDAQ Global Select Market, on an
uninterrupted basis, under the symbol ULTA, with the same CUSIP
number. Immediately after consummation of the Reorganization,
Ulta Beauty has, on a consolidated basis, the same assets,
businesses and operations as Salon had immediately prior to the
consummation of the Reorganization.

As a result of the Reorganization, Ulta Beauty became the
successor issuer to Salon to 12g-3(a) of the Exchange Act and
shares of Ulta Beautys common stock are deemed registered under
Section 12(b) of the Exchange Act.

The foregoing descriptions of the Reorganization and the
Agreement do not purport to be complete and are qualified in
their entirety by reference to the full text of the Agreement,
which is filed as Exhibit 2 and which is incorporated by
reference herein.

The information set forth in Item 1.01 and Item 5.03 is hereby
incorporated by reference in this Item 3.03.

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The directors of Ulta Beauty, which are listed below, are
identical to the directors of Salon immediately prior to the
Effective Time of the Reorganization.

DIRECTORS

Biographical information and information regarding the
compensation of Ulta Beautys directors can be found in Salons
definitive Proxy Statement for the 2016 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission on
April20, 2016 (the 2016 Proxy Statement) under the caption
Corporate Governance and the Board of Directors and is
incorporated by reference herein.

The executive officers of Ulta Beauty, which are listed below,
are identical to the executive officers of Salon immediately
prior to the Effective Time of the Reorganization.

EXECUTIVE OFFICERS

Biographical information of Ulta Beautys executive officers can
be found in Salons Annual Report on Form 10-K for the fiscal year
ended January30, 2016 filed with the Securities and Exchange
Commission on March30, 2016 under the caption Executive Officers
of the Registrant in Part I, and is incorporated by reference
herein. Information regarding the compensation arrangements of
Ulta Beautys named executive officers can be found in Salons 2016
Proxy Statement under the caption Compensation Committee Report
and Compensation Discussion And Analysis and is incorporated by
reference herein.

In connection with the Reorganization, on January27, 2017, Salon
and Ulta Beauty also entered into the Compensation Plan Agreement
to which (1)Salon transferred to Ulta Beauty, and Ulta Beauty
assumed (including sponsorship of), as of the Effective Time, the
Ulta Salon, Cosmetics Fragrance, Inc. Second Amended and Restated
Restricted Stock Option Plan, as further amended, the Ulta Salon,
Cosmetics Fragrance, Inc. 2002 Equity Incentive Plan, the Ulta
Salon, Cosmetics Fragrance, Inc. 2007 Incentive Award Plan and
the Amended and Restated Ulta Salon, Cosmetics Fragrance, Inc.
2011 Incentive Award Plan and any subplans, appendices or
addendums thereunder (together, the Salon Equity Compensation
Plans), and all obligations of Salon to each stock option

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to purchase a share of Salon common stock (a Salon Option)
and each right to acquire or vest in a share of Salon common
stock, including, without limitation, restricted stock units and
performance based vesting share unit awards (a Salon Unit
and each of a Salon Option and a Salon Unit, a Salon Equity
Award) that was outstanding immediately prior to the
Effective Time and (a)issued under the Salon Equity Compensation
Plans and underlying grant agreements (each such grant agreement,
a Salon Equity Award Grant Agreement and such grant
agreements together with the Salon Equity Compensation Plans, the
Salon Equity Compensation Plans and Agreements) or
(b)granted by Salon outside of the Salon Equity Compensation
Plans and Agreements to NASDAQ Listing Rule 5635(c), and (2)each
such Salon Equity Award was converted into (a)with respect to
each Salon Unit, a right to acquire or vest in a share of Ulta
Beauty common stock or (b)with respect to a Salon Option, an
option to purchase a share of Ulta Beauty common stock at an
exercise price per share equal to the exercise price per share of
Salon common stock subject to such Salon Option immediately prior
to the Effective Time. At the Effective Time, the Salon Equity
Awards, the Salon Equity Compensation Plans and Agreements and
any provision of any other compensatory plan, agreement or
arrangement providing for the grant or issuance of shares of
Salon common stock were automatically deemed to be amended, to
the extent necessary or appropriate, to provide that references
to Salon in such awards, documents and provisions be read to
refer to Ulta Beauty and references to shares of Salon common
stock in such awards, documents and provisions be read to refer
to shares of Ulta Beauty common stock.

The foregoing description of the Compensation Plan Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Compensation Plan Agreement,
which is filed as Exhibit10.1 and which is incorporated by
reference herein.

In connection with the Reorganization, Ulta Beautys Board of
Directors approved and/or adopted the Ulta Beauty Certificate of
Incorporation (including a Certificate of Designations of Series
A Junior Participating Preferred Stock) and the Bylaws of Ulta
Beauty that are each identical to those of Salon immediately
prior to the consummation of the Reorganization, except for the
change of the name of the corporation as permitted by Section
251(g) of the DGCL.

The foregoing descriptions of the Ulta Beauty Certificate of
Incorporation, the Ulta Beauty Certificate of Designations of
Series A Junior Participating Preferred Stock and the Ulta Beauty
Bylaws do not purport to be complete and are qualified in their
entirety by reference to the full text of the Certificate of
Incorporation, the Certificate of Designations of Series A Junior
Participating Preferred Stock and the Bylaws, which are filed as
Exhibits3.1, 3.2 and 3.3 hereto, respectively, and each of which
is incorporated by reference herein.

Successor Issuer

In connection with the Reorganization and by operation of Rule
12g-3(a) promulgated under the Exchange Act, Ulta Beauty is the
successor issuer to Salon and has succeeded to the attributes of
Salon as the registrant. Shares of Ulta Beauty common stock are
deemed to be registered under Section 12(b) of the Exchange Act,
and Ulta Beauty is subject to the informational requirements of
the Exchange Act, and the rules and regulations promulgated
thereunder. Ulta Beauty hereby reports this succession in
accordance with Rule 12g-3(f) promulgated under the Exchange Act.

Amendment to Salon Credit Agreement

In connection with, and in order to allow for the implementation
of, the Reorganization, Salon amended its credit agreement.

Press Release

On January27, 2017, Salon issued apress releaseannouncing the
Reorganization. A copy of thatpress releaseis filed herewith as
Exhibit 99 and incorporated by reference herein.

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About ULTA BEAUTY, INC. (NASDAQ:ULTA)

Ulta Salon, Cosmetics & Fragrance, Inc. is a beauty retailer. The Company operates specialty retail stores selling cosmetics, fragrance, haircare and skincare products, and related accessories and services. The Company operates through three segments: retail stores, salon services and e-commerce. The Company also offers a full-service salon in every store featuring hair, skin and brow services. The Company offers approximately 20,000 products from over 500 beauty brands across all categories and price points, including its own private label, the Ulta Beauty Collection. The Company operates over 870 stores in approximately 50 states. The Company offers a loyalty program, Ultamate Rewards, and targeted promotions through its Customer Relationship Management (CRM) platform. It also offers promotions and coupons, in-store events and gifts with purchase. The Company’s e-commerce business, Ulta.com, provides access to product and store information, beauty trends and techniques.

ULTA BEAUTY, INC. (NASDAQ:ULTA) Recent Trading Information

ULTA BEAUTY, INC. (NASDAQ:ULTA) closed its last trading session down -0.98 at 271.44 with 365,536 shares trading hands.