Note 9 - Stock Options and Shareholders' Equity

12 Months Ended

Mar. 03, 2013

Stockholders' Equity Note Disclosure [Text Block]

NOTE 9. STOCK OPTIONS AND SHAREHOLDERS’ EQUITY

On April 2, 1999, the Board of Directors of the Company approved a Stock Option Plan for Executives and Managers. Under the Plan 145,500 shares were reserved for the grant of options. The Stock Option Plan for Executives and Managers provides for grants to eligible participants of nonqualified stock options only. The exercise price for any option awarded under the Plan is required to be not less than 100% of the fair market value of the shares on the date that the option is granted. Options are granted by the compensation and Leadership Committee of the Company. Options for 145,150 shares were granted to executives and managers of the Company on April 2, 1999 at an exercise price of $4.125 and options for 350 shares were granted on November 6, 2008 at an exercise price of $1.50. The plan provides that the options are exercisable after a waiting period of 6 months and that each option expires 10 years after its date of issue.

At the Company's annual meeting on June 25, 1999 the shareholders approved the Key Employees Stock Option Plan. This plan allows the granting of options covering 291,000 shares of stock and has essentially the same provisions as the Stock Option Plan for Executives and Managers which was discussed above. Options for 129,850 shares were granted to executives and managers of the Company on January 7, 2000 at an exercise price of $3.00. Options for 11,500 shares were granted to executives on April 27, 2001 at an exercise price of $.85. Options for 149,650 shares were granted to executives on November 6, 2008 at an exercise price of $1.50. As of March 3, 2013, no options were available for grant under either plan.

For the fiscal years ended March 3, 2013 and February 26, 2012 the Company reported no compensation expense. No options were granted during fiscal years 2013 or 2012. During fiscal 2013 and 2012 no options were exercised. As of March 3, 2013 and February 26, 2012 there were 146,000 and 147,000 options outstanding, respectively, exercisable at a weighted average exercise price of $1.50 per share. The table below summarizes the stock option activity for the fiscal year ended March 3, 2013:

	Shares
Balance February 26, 2012		147,000
Expired		(1,000	)
Balance March 3, 2013		146,000

The following table summarizes information about stock options outstanding at March 3, 2013:

Exercise Prices		Outstanding 3-3-13		Average Life		Number Exercisable
	1.50		146,000		5.7		146,000

On April 8, 1999, the Company adopted a Shareholder Rights Agreement in which the Board of Directors declared a distribution of one Right for each of the Company’s outstanding Common Shares. Each Right entitles the holder to purchase from the Company one one-thousandth of a Series A Preferred Share (a "Preferred Share") at a purchase price of $30.00 per Right, subject to adjustment. One one-thousandth of a Preferred Share is intended to be approximately the economic equivalent of one Common Share. During fiscal 2008 the Board of Directors voted to extend the term of its Shareholder Rights Agreement from April 7, 2009 to April 7, 2014 and to make several technical amendments to the Agreement. The Rights will expire on April 7, 2014, unless redeemed by the Company as described below.

The Rights are neither exercisable nor traded separately from the Common Shares. Subject to certain exceptions as set forth in the Shareholder Rights Agreement and as described below, the Rights will become exercisable and begin to trade separately from the Common Shares if a person or group, unless approved in advance by the Company Board of Directors, becomes the beneficial owner of 21% or more of the then-outstanding Common Shares or announces an offer to acquire 21% or more of the then-outstanding Common Shares.

If a person or group acquires 21% or more of the outstanding Common Shares, then each Right not owned by the acquiring person or its affiliates will entitle its holder to purchase, at the Right's then-current exercise price, fractional Preferred Shares that are approximately the economic equivalent of Common Shares (or, in certain circumstances, Common Shares, cash, property or other securities of the Company) having a market value equal to twice the then-current exercise price. In addition, if, after the Rights become exercisable, the Company is acquired in a merger or other business combination transaction with an acquiring person or its affiliates or sells 50% or more of its assets or earnings power to an acquiring person or its affiliates, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of shares of the acquiring person’s common stock having a market value of twice the Right's exercise price. The Board of Directors may redeem the Rights in whole, but not in part, at a price of $.01 per Right, subject to certain limitations. In the 2013 fiscal year, on July 31, 2012, the Company’s Board of Directors amended and restated the Shareholder Rights Agreement. The primary effect of the amendment and restatement of the Shareholder Rights Agreement was to amend the definition of who qualifies as an “Acquiring Person” pursuant to the Agreement. The Rights Agreement allows James C. Pappas (or any of his associates or affiliates) to beneficially own in the aggregate not more than 27% of the Company’s Common Shares issued and outstanding without becoming an Acquiring Person.