STOCKHOLDERS' EQUITY

12 Months Ended

Jan. 31, 2012

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

8.  STOCKHOLDERS' EQUITY

Common Stock

The Company has two classes of common stock (See Note 1).  Each share of Class B Common Stock entitles the holder to one vote and each share of Class A Common Stock entitles the holder to 1/20th of one vote.  On all matters, the Class A Common Stock and the Class B Common Stock will vote as a single class, except as otherwise required by applicable law.  Neither the Class A Common Stock nor the Class B Common Stock will be convertible into the other, and there will be no restrictions on the transferability of either class.

The amount of any dividend payable in cash or non-cash property of the Company (other than a dividend payable solely in the Company's capital stock) with respect to each share of Class A Common Stock is equal to 120% of the value of any such dividend payable with respect to a share of Class B Common Stock, except for dividends declared for the purpose of distributing all or some of the proceeds received by the Company from any transaction determined by the Board to be a material transaction not in the ordinary course of business or for the purpose of effecting a spin-off of a subsidiary of the Company (in either case, such dividend will be paid ratably, on a per share basis, to all holders of Common Stock).

Dividends

The following table sets forth the dividends declared and paid by the Company during fiscal 2012:

Declaration  Date	Record Date	Payable	Dividend  Class A		Dividend  Class B		Amount Paid  in Cash		Class A  Shares Issued		Fair Value of Class  A Shares Issued
12/14/2011	3/13/2012	4/23/2012	$	0.072	$	0.060
9/20/2011	11/29/2011	1/9/2012	$	0.072	$	0.060	$	978,000		13,000	$	144,000
6/7/2011	8/30/2011	10/10/2011	$	0.060	$	0.050	$	786,000		14,000	$	145,000
4/6/2011	6/1/2011	7/12/2011	$	0.060	$	0.050	$	315,000		59,000	$	628,000
12/14/2010	3/15/2011	4/25/2011	$	0.060	$	0.050	$	330,000		55,000	$	596,000

Shares issued in payment of these dividends were issued out of treasury stock.

 Stock Repurchase Activity

In September 2011, the Company's Board of Directors approved a stock repurchase plan.  A total of one million shares may be repurchased under the plan and it may be suspended or discontinued at any time. Repurchases may be effected from time to time through open market purchases or pursuant to the Rule 10b5-1 plan.

In fiscal 2012, the Company repurchased 335,000 shares and 41,000 shares, respectively, of the Company's Class A and Class B common stock.  The average share price was $11.45 and $11.59 for Class A and Class B stock, respectively, for total cash consideration of $4.3 million including fees. A total of 624,000 shares remain available for purchase under the plan as of January 31, 2012.

In fiscal 2011 and fiscal 2010, the Company did not make any stock repurchases.