-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GYJGzqwwbTpPshcpqi6YlEKLnr9tnlO80jKhZYxd2dop4oRQsywWdAyoVXg6JkgZ nGaqNtQlMgHXKzp2TxcLRQ== 0001047469-98-035642.txt : 19980929 0001047469-98-035642.hdr.sgml : 19980929 ACCESSION NUMBER: 0001047469-98-035642 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980928 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGIS CORP CENTRAL INDEX KEY: 0000716643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 410749934 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-11230 FILM NUMBER: 98715867 BUSINESS ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 BUSINESS PHONE: 6129477777 MAIL ADDRESS: STREET 1: 7201 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439 11-K 1 FORM 11-K 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, 1998 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 REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN REPORT ON AUDITS OF FINANCIAL STATEMENTS AS OF JUNE 30, 1998 AND 1997 AND FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED JUNE 30, 1998 INDEX OF FINANCIAL STATEMENTS
PAGE(S) ------- Report of Independent Accountants 2 Statement of Assets Available for Plan Benefits as of June 30, 1998 and 1997 3 Statement of Changes in Assets Available for Plan Benefits for each of the three years in the period ended June 30, 1998 4 Notes to Financial Statements 5-10
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 plan benefits and the related statement of changes in assets available for plan benefits 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, 1998 and 1997, and the changes in assets available for plan benefits for each of the three years in the period ended June 30, 1998, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards 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 the opinion expressed above. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Minneapolis, Minnesota September 15, 1998 2 REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN STATEMENT OF ASSETS AVAILABLE FOR PLAN BENEFITS
JUNE 30 ------------------------- ASSETS 1998 1997 Common stock of Regis Corporation, at fair value (cost of $2,946,504 and $2,429,656 at June 30, 1998 and 1997, respectively) $4,549,268 $3,712,472 ---------- ---------- Assets available for plan benefits $4,549,268 $3,712,472 ---------- ---------- ---------- ----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3 REGIS CORPORATION 1991 CONTRIBUTORY STOCK PURCHASE PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED JUNE 30 ---------------------------------------- 1998 1997 1996 Additions to assets: Employee contributions $1,468,531 $ 1,258,628 $ 866,908 Employer contributions 259,037 222,178 153,038 Dividend income 14,158 11,022 9,531 Unrealized appreciation (depreciation) of investments 319,948 (1,237,991) 1,979,362 Net realized gains on withdrawals by participants of common stock 636,376 337,167 552,525 ---------- ----------- ---------- Total additions 2,698,050 591,004 3,561,364 Deductions from assets: Withdrawals by participants of common stock, at fair value 1,861,254 950,300 1,190,514 ---------- ----------- ---------- Net increase (decrease) 836,796 (359,296) 2,370,850 Assets available for plan benefits: Beginning of year 3,712,472 4,071,768 1,700,918 ---------- ----------- ---------- End of year $4,549,268 $ 3,712,472 $4,071,768 ---------- ----------- ---------- ---------- ----------- ----------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4 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, 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 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 in the Plan. As of June 30, 1998, there were approximately 2,300 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 contributions under the Plan in excess of $2,200,000 in the aggregate (including all expenses of the Plan paid by the Company). 5 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, 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 $2,200,000 in aggregate to the Plan, including all expenses of the Plan paid by the Company (as of June 30, 1998, the Company had contributed an aggregate of $1,088,001 to the Plan); - When the 1,200,000 shares registered with the Securities and Exchange Commission have been purchased (as of June 30, 1998, there were 742,999 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. 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. 6 1. DESCRIPTION OF PLAN, 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 1998, the Company's Board of Directors amended the Plan. The amendment increased in the Company's maximum contribution to $2,200,000. 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 treated as part of the employees' salary or wages and are subject to income tax withholding. Dividends on the stock held, if any, 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. 7 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 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. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles 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 risks in the near term would materially affect participants' account balances and the amounts reported in the statement of assets available for plan benefits and the statement of changes in assets available for plan benefits. 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. 8 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, 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 1997 purchases 69,815 1,491,828 1997 withdrawals by participants ( 42,970) ( 613,133) -------- ---------- Balance at June 30, 1997 157,142 2,429,656 1998 purchases 66,384 1,741,726 1998 withdrawals by participants (69,640) (1,224,878) -------- ---------- Balance at June 30, 1998 153,886 $2,946,504 -------- ---------- -------- ----------
(1) Rounded to nearest share. At June 30, 1998 and 1997, the share price of Regis Corporation common stock, based on quoted market value, was $29.56 and $23.625, respectively. 6. UNREALIZED APPRECIATION (DEPRECIATION) OF COMMON STOCK: The change in unrealized appreciation (depreciation) of the Company's common stock was as follows:
1998 1997 1996 Unrealized appreciation at end of period $ 1,602,764 $1,282,816 $2,520,807 Less unrealized appreciation at beginning of period 1,282,816 2,520,807 541,445 ----------- ----------- ---------- Unrealized appreciation (depreciation) for the period $ 319,948 ($1,237,991) $1,979,362 ----------- ----------- ---------- ----------- ----------- ----------
9 7. 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:
1998 1997 1996 Fair value at dates of distribution $1,861,254 $ 950,300 $1,190,514 Less cost of shares distributed, computed on an average cost basis (1,224,878) (613,133) (637,989) ---------- ---------- ---------- Net realized gains for the period $ 636,376 $ 337,167 $ 552,525 ---------- ---------- ---------- ---------- ---------- ----------
10 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 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 28, 1998 11 EXHIBIT INDEX
EXHIBIT NO. DOCUMENT PAGE 23 Consent of Independent Accountants 13
12 EX-23 2 EXHIBIT 23 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 September 15, 1998, on our audits of the financial statements of the Regis Corporation 1991 Contributory Stock Purchase Plan as of June 30, 1998 and 1997 and for each of the three years in the period ended June 30, 1998, which report is included in this Annual Report on Form 11-K. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Minneapolis, Minnesota September 28, 1998 13 -----END PRIVACY-ENHANCED MESSAGE-----