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UNITED STATES
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 [NO 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:
000-16723
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Respironics, Inc.
Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Respironics, Inc.
1501 Ardmore Blvd.
Pittsburgh, Pennsylvania 15221-4401
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REQUIRED INFORMATION
The financial statements and related report, prepared in accordance with the
financial reporting requirements of ERISA, listed below are furnished for the
Respironics, Inc. Retirement Savings Plan (the "Plan"). The pages referred to
are the numbered pages in the Plan's audited financial statements for the years
ended June 30, 2000 and 1999.
Pages
Report of Independent Auditors 1
Audited Financial Statements 2-8
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Annual Report to be signed on behalf of the Plan by the undersigned
hereunto duly authorized.
RESPIRONICS, INC.
RETIREMENT SAVINGS PLAN
By /s/ James C. Woll
--------------------------
James C. Woll
Plan Administrator
Dated: November 17, 2000
3
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Respironics, Inc.
Retirement Savings Plan
------------------
Annual Report on Form 11-K
For the Fiscal Year Ended June 30, 2000
EXHIBIT INDEX
Exhibit No. Description of Exhibit
1 Consent of Independent Auditors, filed herewith.
4
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Exhibit No. 1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-16721) pertaining to the Respironics, Inc. Retirement Savings Plan
of our report dated September 27, 2000, with respect to the financial statements
and schedule of the Respironics, Inc. Retirement Savings Plan included in this
Annual Report (Form 11-K) for the year ended June 30, 2000.
/s/ Ernst & Young LLP
November 17, 2000
Pittsburgh, Pennsylvania
5
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Audited Financial Statements
Respironics, Inc. Retirement Savings Plan
Years Ended June 30, 2000 and 1999
With Report of Independent Auditors
6
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Audited Financial Statements
Respironics, Inc. Retirement Savings Plan
Years Ended June 30, 2000 and 1999
With Report of Independent Auditors
<TABLE>
<CAPTION>
Contents
<S> <C>
Report of Independent Auditors....................................................... 1
Audited Financial Statements
Statements of Net Assets Available for Benefits...................................... 2
Statements of Changes in Net Assets Available for Benefits........................... 3
Notes to Financial Statements........................................................ 4
Schedule H, Line 4i--Schedule of Assets Held for Investment Purposes at End of Year.. 8
</TABLE>
7
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Report of Independent Auditors
Plan Administrator
Respironics, Inc.
Retirement Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Respironics, Inc. Retirement Savings Plan (the "Plan") as of June 30, 2000
and 1999, and the related statements of changes in net assets available for
benefits for the years then ended. 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 auditing standards generally accepted
in the United States. Those standards 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. 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 net assets available for benefits of the Plan at June
30, 2000 and 1999, and the changes in its net assets available for benefits for
the years then ended, in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of June 30, 2000 is presented for
the purpose of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplementary schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
September 27, 2000
Pittsburgh, Pennsylvania
8
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
RESPIRONICS, INC. RETIREMENT SAVINGS PLAN
As of June 30
2000 1999
------------------------------
Investments, at fair value $ 34,455,672 $ 29,945,258
Receivables:
Participants' contributions 70,126 205,143
Employer's contribution 1,417,503 1,394,423
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1,487,629 1,599,566
Liabilities:
Participants' refunds (19,583) (87,625)
----------------------------
Net Assets Available for Benefits $ 35,923,718 $ 31,457,199
============================
See accompanying notes to the financial statements.
9
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
RESPIRONICS, INC. RETIREMENT SAVINGS PLAN
Years Ended June 30, 2000 and 1999
FAIR VALUE AT JUNE 30, 1998 $ 17,253,686
Contributions:
Participants' 3,664,493
Employer's:
Cash 1,365,480
Stock 53,194
Investment income 1,024,517
Net realized and unrealized appreciation
in fair value of investments 3,722,575
Participant withdrawals (2,439,267)
Transfers into plan 6,812,521
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Net Increase
for the year ended June 30, 1999 14,203,513
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FAIR VALUE AT JUNE 30, 1999 $ 31,457,199
Contributions:
Participants' 3,412,811
Employer's:
Cash 1,348,439
Stock 69,064
Investment income 1,504,327
Net realized and unrealized appreciation
in fair value of investments 1,987,508
Participant withdrawals (3,855,630)
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Net Increase
for the year ended June 30, 2000 4,466,519
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FAIR VALUE AT JUNE 30, 2000 $ 35,923,718
=============
See accompanying notes to the financial statements.
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NOTES TO FINANCIAL STATEMENTS
Respironics, Inc. Retirement Savings Plan
June 30, 2000
NOTE A--SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
-------------------
The accounting records of the Respironics, Inc. Retirement Savings Plan (the
"Plan") are maintained on the accrual basis.
Valuation of Investments
------------------------
The fair value of the Plan's investments in registered investment companies is
based on quoted redemption values on the last business day of the plan year.
Shares of Respironics, Inc. common stock are valued at the last trade price on
the last business day of the plan year.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
NOTE B--PLAN DESCRIPTION
The Plan is a defined contribution plan qualifying under Section 401(a) of the
Internal Revenue Code. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The following description of
the Plan provides only general information. Participants should refer to the
Summary Plan Description for a more complete description of the Plan's
provisions.
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NOTE B--PLAN DESCRIPTION (continued)
Contributions
-------------
Employees of Respironics, Inc. (the "Company"), upon date of hire, are eligible
to participate and contribute to the Plan. An employee electing to participate
in the Plan (a "participant") may contribute from 1% to 15% of his or her
compensation through payroll deductions. The plan sponsor matches participant
contributions 100% up to a maximum of 3% of the participant's base wages. The
matching contribution is funded in cash among the available investment options
and/or Company common stock based upon the election of each participant.
Discretionary contributions may be authorized by the Board of Directors of the
Company. The amount of the discretionary contribution shall be determined by
the Board of Directors. No discretionary contributions were made during 2000 or
1999.
Investments
-----------
Participants may elect to invest their salary deferral contributions in any one
of 15 funds or may split their contributions between these funds. Individual
accounts are established for each plan participant and are credited for
participant and Company contributions and an allocation of earnings based on the
participant's account balance.
Termination and Vesting
-----------------------
With respect to Company discretionary and matching contributions, a participant
vests gradually and becomes fully vested at the end of four years of credited
service. Participants who terminate as a result of normal retirement, death or
disability become 100% vested at that time regardless of years of credited
service. Upon termination of service, participants receive their entire salary
deferral contributions and the vested portion of the Company's discretionary and
matching contributions through a lump-sum payment at termination or at a future
date of their choosing. The remaining nonvested portion of the Company's
discretionary and matching contributions are forfeited to the Company, and are
available to the Company, to be utilized to offset future years' Company
matching contributions.
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NOTE B--PLAN DESCRIPTION (continued)
Termination and Vesting (continued)
-----------------------
Participants may elect to withdraw all or a portion of their account, without
terminating employment with the Company, upon becoming disabled, reaching age
59-1/2, or under special hardship provisions.
Although the Company expects to continue the Plan indefinitely, it maintains the
right to discontinue contributions and terminate the Plan. In the event of a
termination of the Plan, each participant would become fully vested and
participants' account balances would be distributed accordingly.
Loans
-----
The plan administrator may authorize a loan to a participant for an amount up to
50% of the vested account balance of the participant. The minimum amount that
may be borrowed is $500, and the maximum amount varies with the participant's
vested account balance, but cannot exceed $50,000. The plan administrator will
determine a reasonable rate of interest for each loan upon consideration of the
rate of interest then prevailing in the local community for similar loans,
currently prime plus 1%. Loans are generally required to be repaid in five
years in equal installments; however, the term of the loan may be extended if
the intended use of the funds is to acquire a residence.
Transfers into Plan
-------------------
In September 1998, approximately $6.8 million of participant accounts were
transferred into the Respironics, Inc. Retirement Savings Plan from another
qualified plan. The transfer results from a February 1998 merger of one of the
Company's wholly owned subsidiaries with Healthdyne Technologies, Inc. The Plan
was restated in August of 1998 in order to incorporate all prior amendments and
to provide for the participation of Healthdyne Technologies, Inc. employees.
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NOTE C--PLAN INVESTMENTS
The following presents investments that represent 5 percent or more of the
Plan's net assets:
June 30,
2000 1999
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PNC Investment Contract Fund $3,834,564 $3,926,987
Invesco Balanced Profile Fund 4,660,655 4,779,657
Blackrock Large Capital Value Equity
Fund 4,637,358 6,586,538
Janus Overseas Fund 3,168,165 1,272,137
Janus Worldwide Fund 3,168,940 1,375,044
Blackrock Select Equity Fund 4,384,816 4,368,144
Invesco Dynamics Fund 3,355,580 1,633,838
Respironics, Inc. Common Stock 2,854,715 2,507,085
All investments are participant directed.
The Plan's investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated in value as follows:
<TABLE>
<CAPTION>
Year Ended June 30,
2000 1999
---------- --------
<S> <C> <C>
Mutual funds $1,561,699 $3,013,216
Common stock 437,156 704,453
U.S. Government and Money Market Securities (11,347) 4,906
---------- ----------
$1,987,508 $3,722,575
========== ==========
</TABLE>
NOTE D--INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
(IRS) dated August 31, 1992, stating that the Plan qualified under Section
401(a) of the Internal Revenue Code (the "Code") and, therefore, the related
trust is exempt from taxation. The Plan was amended subsequent to the IRS
determination letter. The plan administrator believes the Plan is being
operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is tax-
exempt.
NOTE E--TRANSACTIONS WITH PARTIES-IN-INTEREST
All administrative expenses of the Plan are paid by the Company.
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SCHEDULE H, LINE 4i--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END
OF YEAR
RESPIRONICS, INC. RETIREMENT SAVINGS PLAN
EIN 25-1304989 PLAN NO. 001
June 30, 2000
<TABLE>
<CAPTION>
Description Units of Shares Cost Market Value
--------------------------------------------------------------- ------------------- ----------------- ----------------
<S> <C> <C> <C>
PNC Funds*:
PNC Investment Contract Fund 1,763,261.211 $3,515,803 $3,834,564
Blackrock Intermediate Government Bond Fund 59,929.174 611,429 586,107
Blackrock Managed Income Fund 16,769.457 171,509 163,670
PNC Moderate Profile Fund 18,365.731 278,801 339,746
PNC Balance Profile Fund 17,901.830 313,388 391,642
PNC Growth Profile Fund 34,359.389 656,803 820,348
Blackrock Large Capital Value Equity Fund 331,476.593 4,960,663 4,637,358
Blackrock Select Equity Fund 204,420.342 3,766,637 4,384,816
Blackrock Small Capital Growth Equity Fund 36,395.903 1,016,127 1,269,853
Invesco Balanced Profile Fund 262,720.120 3,984,494 4,660,655
Invesco Dynamics Fund 116,150.214 2,187,000 3,355,580
Janus Overseas Fund 83,880.465 2,156,348 3,168,165
Janus Worldwide Fund 40,502.809 2,336,795 3,168,940
Respironics, Inc. Common Stock* 158,595.289 1,006,584 2,854,715
Respironics Liquidity (Money Market Fund) * 35,081.050 35,081 35,081
Participant Loans* (interest rates: 8.75% - 9.5%) 784,432.770 784,322 784,432
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$27,781,784 $34,455,672
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</TABLE>
* Indicates a party-in-interest.
15
