-----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, DxKNukEpNTnrgXCssfwbT9W4iyrPGlB8BdR0Je+x4TUJN7AuPL+j5u0HEqdPAOWW XiA7EttrE9lZ83TAykhjNg== /in/edgar/work/0000950132-00-000857/0000950132-00-000857.txt : 20001120 0000950132-00-000857.hdr.sgml : 20001120 ACCESSION NUMBER: 0000950132-00-000857 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20001117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESPIRONICS INC CENTRAL INDEX KEY: 0000780434 STANDARD INDUSTRIAL CLASSIFICATION: [3842 ] IRS NUMBER: 251304989 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-16723 FILM NUMBER: 772316 BUSINESS ADDRESS: STREET 1: 1501 ARDMORE BOULEVARD CITY: PITTSBURGH STATE: PA ZIP: 15221-4401 BUSINESS PHONE: 4127312100 MAIL ADDRESS: STREET 1: 1501 ARDMORE BOULEVARD CITY: PITTSBURGH STATE: PA ZIP: 15221-4401 11-K 1 0001.txt FORM 11-K 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 ----------------- ----------------- 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 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 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 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 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 Audited Financial Statements Respironics, Inc. Retirement Savings Plan Years Ended June 30, 2000 and 1999 With Report of Independent Auditors 6 Audited Financial Statements Respironics, Inc. Retirement Savings Plan Years Ended June 30, 2000 and 1999 With Report of Independent Auditors
Contents 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
7 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 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 ---------------------------- 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 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 ------------- Net Increase for the year ended June 30, 1999 14,203,513 ------------- 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) ------------- Net Increase for the year ended June 30, 2000 4,466,519 ------------- FAIR VALUE AT JUNE 30, 2000 $ 35,923,718 ============= See accompanying notes to the financial statements. 10 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. 11 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. 12 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. 13 NOTE C--PLAN INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets: June 30, 2000 1999 ---------- ---------- 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:
Year Ended June 30, 2000 1999 ---------- -------- 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 ========== ==========
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. 14 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
Description Units of Shares Cost Market Value - --------------------------------------------------------------- ------------------- ----------------- ---------------- 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 ---------------- --------------- $27,781,784 $34,455,672 ================ ===============
* Indicates a party-in-interest. 15 -----END PRIVACY-ENHANCED MESSAGE-----