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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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-11230
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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, 2000 AND 1999 AND FOR EACH OF THE THREE YEARS
IN THE PERIOD ENDED JUNE 30, 2000
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INDEX OF FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE(S)
-------
<S> <C>
Report of Independent Accountants 2
Statement of Assets Available for Benefits
as of June 30, 2000 and 1999 3
Statement of Changes in Assets Available for Benefits
for each of the three years in the period ended June 30, 2000 4
Notes to Financial Statements 5-10
</TABLE>
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Compensation Committee of the Board of Directors of
Regis Corporation:
In our opinion, the accompanying statement of assets available for benefits and
the related statement of changes in assets available for benefits present
fairly, in all material respects, the assets available for benefits of the Regis
Corporation 1991 Contributory Stock Purchase Plan as of June 30, 2000 and 1999,
and the changes in assets available for benefits for each of the three years in
the period ended June 30, 2000, in conformity with accounting principles
generally accepted in the United States of America. 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 of these statements in accordance with auditing standards
generally accepted in the United States of America which require that we plan
and perform the audit 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
July 28, 2000
2
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
STATEMENT OF ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
June 30,
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ASSETS 2000 1999
<S> <C> <C>
Common stock of Regis Corporation, at fair value
(cost of $5,812,680 and $3,921,928 at June 30,
2000 and 1999, respectively) $4,373,025 $4,632,818
---------- ----------
Assets available for benefits $4,373,025 $4,632,818
========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
---------------------------------------------------
2000 1999 1998
<S> <C> <C> <C>
Additions:
Additions to assets attributed to:
Employee contributions $2,543,867 $1,869,360 $1,468,531
Employer contributions 448,859 330,008 259,037
Dividend income 33,524 22,870 14,158
Unrealized appreciation
of Regis common stock 319,948
Net realized gains on withdrawals of
common stock by participants 33,486 714,800 636,376
---------- ----------- -----------
Total additions 3,059,736 2,937,038 2,698,050
Deductions:
Deductions from assets attributed to:
Withdrawals of common stock by participants,
at fair value 1,081,550 1,961,614 1,861,254
Transfer of assets 121,817
Unrealized depreciation of Regis common stock 2,116,162 891,874
----------- ----------- -----------
Total deductions 3,319,529 2,853,488 1,861,254
Net (decrease) increase (259,793) 83,550 836,796
Assets available for benefits:
Beginning of year 4,632,818 4,549,268 3,712,472
----------- ----------- -----------
End of year $4,373,025 $4,632,818 $4,549,268
=========== =========== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION:
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 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, as amended (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 2,050,000 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) and owners and employees of certain franchise locations
(effective July 1, 1995) are eligible to participate in the Plan. As of
July 1, 1999, the assets of the plan related to the franchise owners and
their employees amounting to $121,817 were transferred to a separate Regis
Corporation Franchise Stock Purchase Plan established in fiscal 2000 by the
Company. As of June 30, 2000, there were approximately 3,510 participants
in the Plan.
CONTRIBUTIONS:
An eligible participant may contribute to the Plan, through payroll
deductions, a minimum of $10 per month to a maximum amount 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 immediately 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 aggregate cumulative contributions under
the Plan in excess of $4,000,000 (including all expenses of the Plan paid
by the Company).
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION, 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, US Bancorp Piper Jaffray, maintains custody of the
Plan's assets and uses the participants' payroll deductions, the Company's
contributions, and cash dividends received to purchase common stock of the
Company on the open market, as set forth under the Plan document.
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 cash 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 $4,000,000 in aggregate
cumulative to the Plan, including all expenses of the Plan
paid by the Company (as of June 30, 2000, the Company had
contributed an aggregate cumulative of $1,977,880 to the
Plan);
- When the 2,050,000 shares registered with the Securities and
Exchange Commission have been purchased (as of June 30, 2000,
there were 1,331,688 shares available for purchase); or
- At any time after the giving of 30 days notice by the Company.
Upon termination of the Plan, all unapplied cash credits not already used
to purchase common stock of the Company remaining in participants' accounts
would be refunded in cash to participants.
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION CONTINUED:
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 fiscal 2000, the Company's Board of Directors amended
the Plan to increase the Company's maximum aggregate cumulative
contribution to the Plan from $2,200,000 to $4,000,000.
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 included as part of
the employees' salary or wages subject to income tax withholding. Dividends
on the stock held are 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 capital
gains 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 of common stock are recorded at
the date of withdrawal, at fair value.
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.
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
COMMON STOCK VALUATION:
Common stock of the Company is stated at fair 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 difference between the fair value at the end of the Plan year
and cost of shares not withdrawn is reported as unrealized appreciation or
depreciation in the statement of changes in assets available for benefits.
USE OF ESTIMATES:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make certain estimates and assumptions that affect the reported amounts of
assets, additions to assets and deductions from assets during the reporting
period. Actual results could differ from those estimates.
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. It is at least reasonably
possible that changes in the fair value of Regis Corporation common stock
in the near term could materially affect participants' account balances and
the amounts reported in the statement of assets available for benefits and
the statement of changes in assets available for benefits.
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
4. ANALYSIS OF COMMON STOCK ACTIVITY:
The following sets forth the Plan activity and related costs with respect
to the Company's common stock:
<TABLE>
<CAPTION>
SHARES (1) COST
<S> <C> <C>
Balance at June 30, 1997 235,713 $ 2,429,656
1998 purchases 99,576 1,741,726
1998 withdrawals by participants (104,460) (1,224,878)
----------- -----------
Balance at June 30, 1998 230,829 2,946,504
1999 purchases 97,215 2,222,238
1999 withdrawals by participants (86,594) (1,246,814)
----------- -----------
Balance at June 30, 1999 241,450 3,921,928
2000 purchases 176,591 3,026,250
2000 withdrawals by participants (61,850) (1,048,064)
2000 transfer of assets (6,349) (87,434)
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Balance at June 30, 2000 349,842 $ 5,812,680
=========== ===========
</TABLE>
(1) Rounded to nearest share.
At June 30, 2000 and 1999, the share price of Regis Corporation common
stock, based on quoted market value, was $12.50 and $19.19, respectively.
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REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
5. UNREALIZED APPRECIATION (DEPRECIATION) OF COMMON STOCK:
The change in unrealized (depreciation) appreciation of the Company's
common stock was as follows:
<TABLE>
<CAPTION>
2000 1999 1998
<S> <C> <C> <C>
Unrealized (depreciation) appreciation
at end of period $(1,439,655) $ 710,890 $ 1,602,764
Less unrealized appreciation
at beginning of period 710,890 1,602,764 1,282,816
Appreciation related to shares
transferred out of the plan (34,383)
------------ ------------ ------------
Unrealized (depreciation) appreciation
for the period $(2,116,162) $ (891,874) $ 319,948
============ ============ ============
</TABLE>
6. NET REALIZED GAINS ON WITHDRAWALS BY PARTICIPANTS:
The net realized gains on distributions of the Company's common stock to
participants is summarized as follows:
<TABLE>
<CAPTION>
2000 1999 1998
<S> <C> <C> <C>
Fair value at distribution date $ 1,081,550 $ 1,961,614 $ 1,861,254
Cost of shares distributed, computed
on an average cost basis (1,048,064) (1,246,814) (1,224,878)
------------ ------------ ------------
Net realized gains for the period $ 33,486 $ 714,800 $ 636,376
============ ============ ============
</TABLE>
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EXHIBITS
The following documents are filed as exhibits to this Report:
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
<S> <C>
23 Consent of Independent Accountants
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Compensation Committee of the Board of Directors of Regis Corporation has duly
caused this annual report to be signed by the undersigned thereunto duly
authorized.
REGIS CORPORATION 1991 CONTRIBUTORY
STOCK PURCHASE PLAN
By: REGIS CORPORATION
By /s/ Paul D. Finkelstein
Paul D. Finkelstein
Chief Executive Officer
Dated: September 27, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT PAGE
<S> <C> <C>
23 Consent of Independent Accountants 13
</TABLE>
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