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Shareholders' Equity
 12 Months Ended
Jan. 31, 2013
Shareholders' Equity [Abstract]  
Shareholders' Equity

Note 7—Shareholders’ Equity

The number of shares of common stock is summarized below:

 

                 
    2013     2012  

Balance at beginning of year

     8,956,488       8,660,270  

Exercise of employee stock options

     66,313       289,417  

Shares issued to employee stock purchase plan

     5,976       6,801  

Share-based compensation

     2,979       —    
   

 

 

    

 

 

  

Balance at end of year

     9,031,756       8,956,488  
   

 

 

    

 

 

  

Common Stock: The Company purchased 110,000 shares of its common stock for $770,000 in fiscal 2013. During fiscal 2012 the Company did not repurchase any shares of its common stock. As of January 31, 2013, the Company’s Board of Directors has authorized the purchase of up to an additional 390,000 shares Company’s common stock on the open market or in privately negotiated transactions.

During fiscal 2013 and 2012, certain of the Company’s employees delivered a total of 20,938 and 139,895 shares respectively, of the Company’s common stock to satisfy the exercise price for stock options exercised and related taxes. The shares delivered were valued at a total of $176,000 and $1,038,000 respectively and are included with the treasury stock in the accompanying consolidated balance sheet at January 31, 2013 and 2012. These transactions did not impact the number of shares authorized for repurchase under the Company’s current repurchase program.

Astro-Med maintains the following benefit plans involving its common stock:

Stock Plans: As of January 31, 2013, Astro-Med has one equity incentive plan (the “Plan”) under which incentive stock options, non-qualified stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and other equity-based awards may be granted to directors, officers and certain employees. Options granted to employees vest over four years. An aggregate of 1,000,000 shares were authorized for awards under the Plan. The exercise price of each stock option will be established at the discretion of the Compensation Committee; however, any incentive stock options granted under the Plan must be at an exercise price of not less than fair market value at the date of grant. Beginning in fiscal 2013, a portion of the Company’s long-term incentive compensation was awarded in the form of RSUs. The RSUs vest fifty-percent on the first anniversary of the grant date and fifty-percent on the second anniversary of the grant date provided that the grantee is employed on each vesting date by Astro-Med or an affiliate company and provided the Company achieves specific thresholds of net sales and annual operating income as established under the Management Bonus Domestic Plan for the fiscal year ended January 31, 2013. At January 31, 2013, 467,594 shares were available for grant under the Plan.

On September 6, 2012, Astro-Med, Inc. announced the appointment of Gregory A. Woods, as Executive Vice President and Chief Operating Officer. Upon this appointment, Mr. Woods was granted 50,000 shares of restricted stock and options to purchase 50,000 shares of the Company’s common stock, both of which vest in four equal, annual installments commencing on the first anniversary of his appointment. Mr. Woods will be eligible to participate in the incentive compensation and bonus plans applicable to executive officers of the Company.

The Plan provides for an automatic annual grant of ten-year options to purchase 5,000 shares of stock to each non-employee director upon the adjournment of each shareholders’ meeting. Each such option is exercisable at the fair market value as of the grant date and vests immediately prior to the next succeeding shareholders’ meeting. During fiscal 2013 and 2012, 20,000 options were awarded each year to non-employee directors pursuant to the Plan. In addition to the automatic option grant under Plan, the Company adopted a Non-Employee Director Annual Compensation Program (the “Program”) effective as of February 1, 2012. The Program provides that each non-employee director is entitled to an annual cash retainer of $7,000 (the “Cash Retainer”), plus $500 for each Board and committee meeting attended, provided that if more than one meeting occurs on the same day, no more than $500 shall be paid for such day. The non-employee director may elect for any fiscal year to receive all or a portion of the Cash Retainer in the form of common stock of the Company, which will be issued under the Plan. If a non-employee director elects to receive all or a portion of the Cash Retainer in the form of common stock, such shares shall be issued in four quarterly installments on the first day of each fiscal quarter, and the number of shares of common stock to be issued shall be based on the fair market value of such common stock on the date such installment is payable. The common stock received in lieu of such Cash Retainer will be fully vested. However, a non-employee director who receives common stock in lieu of all or a portion of the Cash Retainer may not sell, transfer, assign, pledge or otherwise encumber the common stock prior to the first anniversary of the date on which such shares were issuable. In the event of the death or disability of a nonemployee director, or a change in control of the Company, any shares of common stock issued in lieu of such Cash Retainer, shall no longer be subject to such restrictions on transfer.

In addition, under the Program, commencing with the 2012 annual meeting, each non-employee director received RSAs with a value equal to $20,000 (the “Equity Retainer”). If a non-employee director is first appointed or elected to the Board of Directors effective on a date other than at the annual shareholders meeting, on the date of such appointment or election, the director shall receive a pro rata award of restricted common stock having a value based on the number of days remaining until the next annual meeting. The Equity Retainer will vest on the earlier of 12 months after the grant date or the date immediately prior to the next annual meeting of the shareholders following the meeting at which such RSAs were granted. However, a non-employee director may not sell, transfer, assign, pledge or otherwise encumber the vested common stock prior to the second anniversary of the vesting date. In the event of the death or disability of a non-employee director, or a change in control of the Company, the RSAs shall immediately vest and shall no longer be subject to such restrictions on transfer.

Stock Options:

Aggregated information regarding stock options granted under the Plan is summarized below:

 

                         
    Number
of Shares		     Option Price
Per Share		     Weighted Average
Option Price Per
Share		  

Options Outstanding, January 31, 2012

     888,097     $ 2.40-11.90     $ 8.27  

Options Granted

     144,000     $ 7.91-8.35     $ 8.09  

Options Exercised

     (66,313 )    $ 2.40-8.95     $ 5.15  

Options Expired

     (49,172 )    $ 2.69-11.90     $ 8.39  
   

 

 

    

 

 

    

 

 

  

Options Outstanding, January 31, 2013

     916,612     $ 2.40-11.90     $ 8.46  
   

 

 

    

 

 

    

 

 

  

Options Exercisable, January 31, 2013

     711,112     $ 2.40-11.90     $ 8.64  

Set forth below is a summary of options outstanding at January 31, 2013:

 

                                         

Outstanding

     Exercisable  

Range of

Exercise prices

   Options     Weighted Average
Exercise Price		     Remaining
Contractual Life		     Options     Weighted Average
Exercise Price		  

$2.40-5.78

     18,439     $ 5.15       3.8       18,439     $ 5.15  

$6.22-9.59

     756,073     $ 7.97       4.5       550,573     $ 8.01  

$9.81-11.90

     142,100     $ 11.54       3.9       142,100     $ 11.54  
   

 

 

                    

 

 

          
      916,612                       711,112          
   

 

 

                    

 

 

          

The fair value of each stock option granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

         
    Years Ended January 31,
    2013   2012

Risk-free interest rate

   0.62%-1.20%   0.94%-2.00%

Expected life (years)

   5   5

Expected volatility

   38.74%-39.46%   39.07%-39.43%

Expected dividend yield

   3.41-3.46%   3.50%-3.89%

 

The weighted average fair value of options granted during fiscal 2013 and 2012 was $2.02. As of January 31, 2013, there was $287,000 of unrecognized compensation expense related to the unvested stock options granted under the plans. The expense is to be recognized over a weighted average of two years.

As of January 31, 2013, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company’s common stock on January 31, 2013, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $1,188,000 for all exercisable options and $1,624,000 for all options outstanding. The weighted average remaining contractual terms for these options are 3.2 years for options that are exercisable and 4.4 years for all options outstanding. The total aggregate intrinsic value of options exercised during fiscal 2013 and 2012 was $241,000 and $1,320,000, respectively.

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)

Aggregated information regarding RSUs and RSAs granted under the Plan is summarized below:

 

                 
    RSAs & RSUs     Weighted Average
Grant Date Fair Value		  

Outstanding at January 31, 2012

     —       $ —    

Granted

     96,900       8.10  

Exercised

     —         —    

Expired or canceled

     —         —    
   

 

 

    

 

 

  

Outstanding at January 31, 2013

     96,900     $ 8.10  
   

 

 

    

 

 

  

As of January 31, 2013, there was $492,000 of unrecognized compensation expense related to unvested RSUs and RSAs.

Share-based compensation expense has been recognized as follows:

 

                 
    Years Ended January 31,  
            2013                     2012          
(In thousands)            

Stock Options

   $ 163     $ 208  

Restricted Stock Awards and Restricted Stock Units

     317       —    
   

 

 

    

 

 

  

Total

   $ 480     $ 208  
   

 

 

    

 

 

  

Employee Stock Purchase Plan (ESPP): Astro-Med’s ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows:

 

                 
    Years Ended January 31,  
            2013                     2012          

Shares reserved, beginning

     70,207       77,008  

Shares purchased

     (5,976 )      (6,801 ) 
   

 

 

    

 

 

  

Shares reserved, ending

     64,231       70,207  
   

 

 

    

 

 

  

Employee Stock Ownership Plan: Astro-Med has an Employee Stock Ownership Plan (ESOP) providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company’s Board of Directors are invested by the ESOP’s Trustees in shares of common stock of Astro-Med. Contributions may be in cash or stock. Astro-Med’s contributions (paid or accrued) amounted to $100,000 in both fiscal 2013 and 2012 and were recorded as compensation expense. All shares owned by the ESOP have been allocated to participants.