STOCKHOLDERS’ EQUITY

During fiscal

2018,

the Company’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of the Company’s common stock:

Declaration Date	Amount	Record Date	Payable Date
November 20, 2017	$0.10	December 8, 2017	December 21, 2017
January 24, 2018	$0.10	February 8, 2018	February 21, 2018
April 25, 2018	$0.10	May 9, 2018	May 23, 2018
July 25, 2018	$0.10	August 8, 2018	August 22, 2018

January 15, 2015,

the Company’s Board of Directors authorized the repurchase of up to

$3,000,000

in shares of common stock through open market purchases or unsolicited or solicited privately negotiated transactions. This program has

expiration date but

may

be terminated by the Company’s Board of Directors at any time. As of

August 31, 2018,

up to

$2,640,548

in shares of common stock remained available for repurchase under the stock repurchase program.

During fiscal

2018,

the Company did

not

repurchase or retire any shares of its common stock.

During fiscal

2018,

stock options to purchase an aggregate of

6,407

shares of common stock were exercised at a weighted average exercise price of

$11.59

per share, some of the shares were cashless exercises, the resulting net shares issued were

4,410.

During fiscal

2017,

the Company repurchased and retired

14,525

shares of its common stock at an average price of

$13.51

per share. During fiscal

2017,

stock options to purchase an aggregate of

12,000

shares of common stock at an exercise price of

$10.25

per share were exercised.

The Company granted stock options under the

2007

Plan to purchase an aggregate of

56,677

shares of its common stock to various employees and directors during fiscal

2017.

The weighted average per share exercise price of the stock options is

$13.40,

which was equal to the fair market value of the Company’s common stock on the date of grant.

The Company held its

2018

Annual Meeting of Stockholders (

2018

Annual Meeting) on

January 12, 2018.

At the

2018

Annual Meeting, a proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock from

10,000,000

15,000,000

(Share Increase Amendment) was approved by the Company’s stockholders by the required vote. The Share Increase Amendment was filed with the Office of the Secretary of State of the State of Delaware on

January

16,

2018

and it became effective the same day. In determining that the Share Increase Amendment was approved by the required vote, votes cast by brokers, banks or other nominees without instruction from the beneficial owners of certain of our outstanding shares were counted in favor of the proposal in accordance with the rules of the New York Stock Exchange that govern how brokers

may

cast such votes. Because a disclosure in the definitive proxy statement for the

2018

Annual Meeting, which was filed on Schedule

14A

with the Securities and Exchange Commission (SEC) on

November 27, 2017 (

2018

Proxy Statement), anticipated that brokers would

not

have discretion to vote for the proposal to approve the Share Increase Amendment, a question has been raised as to the validity of the vote taken on the proposal to approve the Share Increase Amendment. The Company believes that the Share Increase Amendment was properly approved and is effective. However, because the description of the authority of brokers to vote on proposals without instruction in the

2018

Proxy Statement

may

create some uncertainty as to the effect of the vote obtained at the

2018

Annual Meeting and out of an abundance of caution, the Company intends to ask its stockholders at either a special meeting or the next annual meeting of the Company’s stockholders to ratify the filing and effectiveness of the Share Increase Amendment pursuant to Delaware law in order to eliminate any uncertainty related to the effectiveness of the Share Increase Amendment. The Company has

not

issued, or reserved for issuance, and will

not

issue, or reserve for issuance, any of the additional

5,000,000

authorized shares as part of the Share Increase Amendment unless the vote at the special or annual meeting of the Company’s stockholders is in favor of the ratification of the Share Increase Amendment.