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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to __________
Commission file number 0-11230
-------------------------------
Full title of the plan and the address of the plan, if different from
that of the issuer named below.
REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
REGIS CORPORATION
7201 Metro Boulevard
Minneapolis, Minnesota 55439
612-947-7000
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AS OF JUNE 30, 1996 AND 1995
AND FOR THE YEARS ENDED JUNE 30, 1996, 1995 AND 1994
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INDEX OF FINANCIAL STATEMENTS
PAGE(S)
Report of Independent Accountants 2
Financial Statements:
Statement of Assets Available for Plan Benefits
as of June 30, 1996 and 1995 3
Statement of Changes in Assets Available for Plan Benefits
for the years ended June 30, 1996, 1995 and 1994 4
Notes to Financial Statements 5-9
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REPORT OF INDEPENDENT ACCOUNTANTS
Compensation Committee of the Board of Directors
Regis Corporation 1991 Contributory Stock Purchase Plan:
We have audited the accompanying statement of assets available for plan
benefits of the Regis Corporation 1991 Contributory Stock Purchase Plan as of
June 30, 1996 and 1995, and the related statement of changes in assets
available for plan benefits for the years ended June 30, 1996, 1995 and 1994.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Regis
Corporation 1991 Contributory Stock Purchase Plan as of June 30, 1996 and
1995, and the changes in assets available for plan benefits for the years
ended June 30, 1996, 1995 and 1994, in conformity with generally accepted
accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
August 28, 1996
2
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF JUNE 30, 1996 AND 1995
ASSETS 1996 1995
Common stock of Regis Corporation, at fair value
(cost of $1,550,961 and $1,159,473 at June 30,
1996 and 1995, respectively) $4,071,768 $1,700,918
---------- ----------
Assets available for plan benefits $4,071,768 $1,700,918
---------- ----------
---------- ----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
3
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED JUNE 30, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Additions to assets:
Employee contributions $ 866,908 $ 673,978 $ 530,210
Employer contributions 153,038 118,986 93,609
Dividend income 9,531
Unrealized appreciation of investments 1,979,362 363,914 139,340
Net realized gains on withdrawals by
participants of common stock 552,525 166,666 66,100
---------- ---------- ----------
Total additions 3,561,364 1,323,544 829,259
Deductions from assets:
Withdrawals by participants of common stock,
at fair value 1,190,514 639,764 367,882
---------- ---------- ----------
Net increase 2,370,850 683,780 461,377
Assets available for plan benefits:
At beginning of year 1,700,918 1,017,138 555,761
---------- ---------- ----------
At end of year $4,071,768 $1,700,918 $1,017,138
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
4
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
The following brief description of the Regis Corporation 1991 Contributory
Stock Purchase Plan (the Plan) is provided for general information purposes
only. Participants should refer to the Plan agreement for complete
information regarding the Plan's definitions, benefits, eligibility and
other matters.
GENERAL:
The Plan is a contributory defined contribution plan designed to enable
Regis Corporation (the Company) participating employees and franchise
employees to purchase shares of common stock of the Company through an agent
at prevailing market prices based on contributions made by the participants
and the Company. The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
The Plan was approved by the Company's Board of Directors on July 29, 1991
and commenced on January 1, 1992. A total of 1,200,000 shares of the
Company's common stock may be acquired under the Plan, on behalf of the
participants.
ELIGIBILITY:
All employees of the Company (including those who are officers and
directors) are eligible to participate in the Plan. Effective January 1,
1995, employees of the Company's franchised locations also became eligible
to participate. As of June 30, 1996, there were approximately 1,516
participants in the Plan.
CONTRIBUTIONS:
An eligible participant may contribute to the Plan through payroll
deductions with a minimum deduction of $10 per month and a maximum deduction
not to exceed ten percent of total compensation. Contributions can be made
via a fixed dollar contribution or a percentage of compensation
contribution. The Company contributes to the Plan fifteen percent of the
purchase price of the common stock to be purchased on the open market and,
in addition, pays all commissions and fees related to the acquisition of the
common stock. Contributions are not deemed to have been made under the
Plan until they have been received by the Agent. Employees are fully vested
in their own contributions and in the Company's fifteen percent contribution
upon the purchase of common stock on their behalf. The Plan provides that
in no event shall the Company make stock purchase contributions under the
Plan in excess of $1,200,000 in the aggregate (including all expenses of the
Plan paid by the Company).
5
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REIGS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN, CONTINUED:
EXPENSES:
The Plan provides, among other things, that all expenses of the Plan and
its administration will be paid by the Company. These expenses include
primarily broker's commissions, transfer fees, administrative costs and
similar expenses.
THE AGENT AND PURCHASES OF COMMON STOCK:
The agent for the Plan, Piper Jaffray Inc., maintains custody of the Plan's
assets and uses the participants' payroll deductions, the Company's
contributions, and cash dividends received, if any, to purchase common stock
of the Company on the open market.
WITHDRAWALS AND TERMINATION OF EMPLOYMENT:
The Plan provides that upon withdrawal from the Plan, each participant will
receive the shares of common stock of the Company held on the participant's
behalf by the agent and a check for any fractional shares held. On
termination of employment, distribution will be made to the employee, or, in
the case of death, to the persons entitled thereto, of all shares and cash
adjustments as described above.
PLAN TERMINATION:
The Plan will end at the earliest of the following times:
- When the Company has contributed in the aggregate $1,200,000 to the
Plan, including all expenses of the Plan paid by the Company (as of
June 30, 1996, the Company had contributed an aggregate of $543,777 to
the Plan);
- When the 1,200,000 shares registered with the Securities and Exchange
Commission have been purchased (as of June 30, 1996, there were 1,069,703
shares available for purchase);
- At any time after the giving of 30 days notice by the Company; or
- At June 30, 1999, unless the Plan is extended to a later date.
The Company's Board of Directors may from time to time suspend, discontinue
or extend the Plan or revise or amend it as they may deem necessary or
appropriate. During 1996, the Company's Board of Directors amended the
Plan. The amendments included a change in certain eligibility requirements,
extension of the Plan until June 30, 1999, an increase in the number of
shares subject to the Plan to 1,200,000 shares and an increase in the
Company's maximum contribution to $1,200,000.
6
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN, CONTINUED:
FEDERAL INCOME TAX CONSEQUENCES:
The Plan is not qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended, and the restrictions and special tax treatment provided
therein are not available to participants. The Plan does not provide for
income taxes as all taxable income is taxable to the participants. Amounts
contributed by the Company are treated as part of the employees' salary or
wages and are subject to income tax withholding. Dividends on the stock
held, if any, will be used to purchase additional shares for each
participant holding such stock on the record date of the dividend. Upon
disposition of the common stock of the Company purchased under the Plan,
participants must treat any gain or loss as long-term or short-term
depending on the holding period of such shares.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF ACCOUNTING:
The accompanying financial statements of the Plan have been prepared on the
accrual basis of accounting. Withdrawals or sales of common stock are
recorded at the date of withdrawal or sale.
EMPLOYEE ACCOUNTS:
The agent for the Plan maintains a separate account for each participating
employee. The agent allocates to each account the number of full and
fractional shares of the Company's common stock purchased with contributions
and other proceeds credited to such account.
COMMON STOCK VALUATION:
Common stock of the Company is stated at market value as quoted on NASDAQ.
The differences between fair value at dates of withdrawal and cost of
shares, computed on an average cost basis, are reported as realized gains or
losses in the statement of changes in assets available for plan benefits.
The differences between the quoted fair value at the end of the Plan year
and cost of shares not withdrawn are reported as unrealized appreciation or
depreciation in the statement of changes in assets available for plan
benefits.
3. CONCENTRATION OF MARKET RISK:
The Plan's assets available for plan benefits consist entirely of the common
stock of Regis Corporation. Accordingly, the underlying value of the Plan
assets is entirely dependent on the performance of Regis Corporation and the
market's evaluation of such performance.
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
4. STOCK SPLIT:
All shares and price per share amounts have been adjusted for the Company's
three-for-two stock split on May 20, 1996.
5. ANALYSIS OF COMMON STOCK ACTIVITY:
The following sets forth the Plan activity and related costs with respect
to the Company's common stock:
SHARES (1) COST
Balance at June 30, 1993 86,612 $517,570
1994 purchases 76,293 623,819
1994 withdrawals by participants (45,542) (301,782)
------- --------
Balance at June 30, 1994 117,363 839,607
1995 purchases 74,859 792,964
1995 withdrawals by participants (59,682) (473,098)
------- --------
Balance at June 30, 1995 132,540 1,159,473
1996 purchases 59,860 1,029,477
1996 withdrawals by participants (62,103) (637,989)
------- --------
Balance at June 30, 1996 130,297 $1,550,961
------- ----------
------- ----------
(1) Rounded to nearest share.
At June 30, 1996 and 1995, the share price of Regis Corporation common
stock, based on quoted market value, was $31.25 and $12.83, respectively.
Subsequent to June 30, 1996, the share price has declined to the mid to low
$20 range.
8
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
6. UNREALIZED APPRECIATION (DEPRECIATION) OF COMMON STOCK:
The change in unrealized appreciation (depreciation) of the Company's
common stock was as follows:
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Unrealized appreciation at end of period $2,520,807 $ 541,445 $ 177,531
Less unrealized appreciation
at beginning of period (541,445) (177,531) (38,191)
---------- --------- ---------
Unrealized appreciation for the period $1,979,362 $ 363,914 $ 139,340
---------- --------- ---------
---------- --------- ---------
</TABLE>
7. NET REALIZED GAINS ON DISTRIBUTIONS OF COMMON STOCK:
The net realized gains on distributions of the Company's common stock to
participants is summarized as follows:
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Fair value at dates of distribution $1,190,514 $ 639,764 $ 367,882
Less cost of shares distributed, computed
on an average cost basis (637,989) (473,098) (301,782)
---------- --------- ---------
Net realized gains for the period $ 552,525 $ 166,666 $ 66,100
---------- --------- ---------
---------- --------- ---------
</TABLE>
9
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EXHIBITS
The following documents are filed as exhibits to this Report:
EXHIBIT NO. DOCUMENT
(23) Consent of Independent Accountants
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Compensation Committee of the Board of Directors have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
REGIS CORPORATION 1991 CONTRIBUTION
STOCK PURCHASE PLAN
By: REGIS CORPORATION
By /s/ Paul D. Finkelstein
--------------------------------
Paul D. Finkelstein
Chief Executive Officer
Dated: September 17, 1996
10
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT PAGE
(23) Consent of Independent Accountants 12
11
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EXHIBIT (23)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Regis Corporation on Form S-8 (Registration No. 33-44867) of our report dated
August 28, 1996, on our audits of the financial statements of the Regis
Corporation 1991 Contributory Stock Purchase Plan as of June 30, 1996 and
1995 and for the years ended June 30, 1996, 1995 and 1994 which report is
included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
September 17, 1996
12
