Annual report pursuant to Section 13 and 15(d)

Stockholders' equity

v2.4.0.6
Stockholders' equity
 12 Months Ended
Jul. 31, 2012
Stockholders' Equity Note Disclosure [Text Block]

Note 9 – Stockholders’ equity


Common stock


In June 2012, the Company issued 275,000 shares of common stock at a fair value of $0.5 million for services performed.


Treasury stock


In fiscal 2012, the Company issued 233,458 shares from treasury stock to match its employees’ 401(k) contributions. The Company recorded an expense of $649 for the match, reducing treasury stock by $3,313 for the average acquisition cost of such shares and adjusting additional paid in capital by $2,664.


In fiscal 2011, the Company issued 173,834 shares from treasury stock for its employees’ 401(k) matched contributions obligation. The Company recorded an expense of $690 for the match, reducing treasury stock by $2,467 for the average acquisition cost of such shares and adjusting additional paid in capital by $1,777.


In fiscal 2010, the Company issued 111,706 shares from treasury stock for its employees’ 401(k) matched contributions obligation. The Company recorded an expense of $697 for the match, reducing treasury stock by $1,586 for the average acquisition cost of such shares and adjusting additional paid in capital by $889.


Incentive stock plans


The Company has an incentive stock option plan (the “1999 Plan”) and an incentive stock option and restricted stock award plan (the “2005 Plan”), under which the Company may grant options for up to 2,312,356 common shares under the 1999 Plan and options and restricted stock awards for up to 1,000,000 common shares under the 2005 Plan. On January 14, 2011, the Company’s stockholders approved the adoption of the 2011 Incentive Plan (the “2011 Plan”) which provides for the issuance of equity awards, including among others, options, restricted stock and restricted stock units for up to 3,000,000 Common Shares. No additional awards may be granted under the 1999 or 2005 Plans. The exercise price of options granted under the 2011 Plan, and consistent with other Plans, is equal to or greater than fair market value of the Common Stock on the date of grant. Unless terminated earlier by the Board of Directors the 2011 Plan will terminate at the earliest of; (a) such time as no shares of Common Stock remain available for issuance under the 2011 Plan or (b) tenth anniversary of the effective date of the 2011 Plan. Awards outstanding upon expiration of the 2011 Plan shall remain in effect until they have been exercised, terminated, or have expired. As of July 31, 2012, there were approximately 2,686,000 shares available for grant under the 2011 Plan.


Options granted pursuant to the plans may be either incentive stock options or non-statutory options. Stock options generally become exercisable at 25% per year after one year and expire ten years after the date of grant. The 2011 Plan provides for the issuance of restricted stock and restricted stock unit awards which generally vest over a two to four year period.


A summary of the information pursuant to the Company’s stock option plans for the years ended July 31, 2012, 2011, and 2010 is as follows:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

Options

 

Weighted -
Average
Exercise
Price

 

Options

 

Weighted -
Average
Exercise
Price

 

Options

 

Weighted -
Average
Exercise
Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

 

785,124

 

$

14.53

 

 

1,132,450

 

$

14.30

 

 

1,191,519

 

$

14.41

 

Exercised

 

 

—

 

$

—

 

 

—

 

$

—

 

 

—

 

$

—

 

Cancelled

 

 

(48,634

)

$

15.05

 

 

(347,326

)

$

13.78

 

 

(59,069

)

$

16.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of year

 

 

736,490

 

$

14.50

 

 

785,124

 

$

14.53

 

 

1,132,450

 

$

14.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at end of year

 

 

736,490

 

$

14.50

 

 

785,124

 

$

14.53

 

 

1,132,450

 

$

14.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average fair value of options granted during year

 

 

 

 

$

—

 

 

 

 

$

—

 

 

 

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


There is no aggregate intrinsic value of options both outstanding and exercisable at July 31, 2012.


The following table summarizes information for stock options outstanding at July 31, 2012:


 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding and exercisable

 

 

 

 

Range of Exercise prices

 

Shares

 

Weighted- Average
Remaining
Contractual Life in
years

 

Weighted-
Average Exercise
Price

 

 

 

 

 

$10.45-12.25

 

 

355,874

 

 

.46

 

$

11.82

 

$12.99-17.66

 

 

380,616

 

 

1.94

 

$

17.01

 

 

 

 

 

 

 

 

 

 

 

 

 

736,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Restricted Stock Awards


During fiscal 2012, 2011 and 2010, the compensation committee of the Company’s board of directors approved grants of restricted stock and restricted stock unit awards (the “Awards”), respectively, to the Company’s directors, certain officers and certain employees under the 2012 and 2005 Plans. The Awards vest upon the recipient’s continued employment or director service ratably over either two, three or four years. Share-based compensation expense is based on the fair value of the award as measured on the grant date and is recorded over the vesting period on a straight-line basis. The Awards will be forfeited if the recipient ceases to be employed by or serve as a director of the Company, as defined in the Plans’ terms. The Awards settle in shares of the Company’s common stock on a one-for-one basis.


A summary of the information pursuant to the Company’s Restricted Stock Awards for the years ended July 31, 2012, 2011 and 2010 is as follows:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

Awards

 

Weighted -
Average
Award Price

 

Awards

 

Weighted -
Average
Award Price

 

Awards

 

Weighted -
Average
Award Price

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

 

311,952

 

$

4.84

 

 

417,578

 

$

5.50

 

 

377,400

 

$

6.05

 

Awarded

 

 

144,143

 

$

2.51

 

 

181,643

 

$

3.78

 

 

241,610

 

$

5.54

 

Vested

 

 

(174,638

)

$

(4.85

)

 

(263,112

)

$

5.11

 

 

(192,845

)

$

6.46

 

Forfeited

 

 

(23,874

)

$

(4.30

)

 

(24,157

)

$

5.27

 

 

(8,587

)

$

9.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of year

 

 

257,583

 

$

3.58

 

 

311,952

 

$

4.84

 

 

417,578

 

$

5.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average market value of awards granted during year

 

 

 

 

$

2.51

 

 

 

 

$

3.78

 

 

 

 

$

5.54