Stock Based Compensation

6 Months Ended

Jul. 31, 2011

Stock Based Compensation [Abstract]

Stock Based Compensation

Note 8. Stock Based Compensation

Stock Incentive Plans

The Company had three stock option plans at July 31, 2011. The 2011 Stock Incentive Plan (the “2011 Plan”), the 2007 Stock Incentive Plan (the “2007 Plan”), and the 1997 Stock Incentive Plan (the “1997 Plan”). The 2011 Plan was approved at the June 21, 2011 Annual Stockholder Meeting. Under the 2011 Plan, the Company may grant an aggregate of 1,000,000 shares to its employees and non-employee directors in the form of stock options or awards. As of July 31, 2011, no awards have been made under the 2011 Plan. Under the 2007 Plan, the Company may grant an aggregate of 1,000,000 shares to its employees and non-employee directors in the form of stock options or awards. Restricted stock or stock units awarded under the 2007 Plan are and will be under the 2011 Plan expensed ratably over the vesting period of the awards. The Company determines the fair value of its restricted stock unit awards and related compensation expense as the difference between the market value of the awards on the date of grant less the exercise price of the awards granted. The Company issued 68,960 shares of restricted stock under the 2007 Plan to the non-employee members of the Board of Directors on June 21, 2011. These shares of restricted stock vest over a one year period. As of July 31, 2011, there were approximately 131,200 shares available for future issuance under the 2007 Plan.

The 1997 Plan expired in 2007 and had 12,100 unexercised options outstanding at July 31, 2011. Stock options awarded under the 1997 Plan had to be at exercise prices equal to the fair market value of the Company’s common stock on the date of the grant. These options expired on August 21, 2011. Stock options generally have a maximum term of 10 years and generally become exercisable ratably over a five-year period.

Restricted Stock and Stock Unit Awards

Accounting for the Plans

The following table presents a summary of restricted stock and stock unit awards at July 31, 2011 and 2010:

									Unamortized
									Compensation
	Expense for 3 months ended				Expense for 6 months ended				Cost at
	7/31/2011		7/31/2010		7/31/2011		7/31/2010		7/31/2011
2007 Stock Incentive Plan
Grants of 68,960 Shares of Restricted Stock, issued 6/21/2011, vesting over 1 year	$	33,000		—	$	33,000		—	$	166,000
Grants of 56,455 Shares of Restricted Stock, issued 6/8/2010, vesting over 1 year		15,000	$	29,000		58,000		29,000		—
Grants of 49,854 Shares of Restricted Stock, issued 6/16/2009, vesting over 1 year		—		14,000		—		58,000		—
Grants of 382,500 Shares of Restricted Stock, issued 6/16/2009, vesting over 5 years		58,000		67,000		125,000		134,000		679,000
Grants of 262,500 Restricted Stock Units, issued 6/19/2007, vesting over 5 years		75,000		89,000		165,000		178,000		263,000
Totals for the period	$	181,000	$	199,000	$	381,000	$	399,000	$	1,108,000

Stockholders’ Rights

On October 15, 1996, the Board of Directors declared a dividend of one preferred stock purchase right (the “Rights”) for each outstanding share of the Company’s common stock. Each of the Rights entitles a stockholder to purchase for an exercise price of $50.00 ($20.70, as adjusted for stock splits and stock dividends), subject to adjustment, one one-hundredth of a share of Series A Junior Participating Cumulative Preferred Stock of the Company, or under certain circumstances, shares of common stock of the Company or a successor company with a market value equal to two times the exercise price. The Rights are not exercisable, and would only become exercisable for all other persons when any person has acquired or commences to acquire a beneficial interest of at least 20% of the Company’s outstanding common stock. The Rights have no voting privileges, and may be redeemed by the Board of Directors at a price of $.001 per Right at any time prior to the acquisition of a beneficial ownership of 20% of the outstanding common stock. There are 200,000 shares (483,153 shares as adjusted by stock splits and stock dividends) of Series A Junior Participating Cumulative Preferred Stock reserved for issuance upon exercise of the Rights. On July 31, 2007, the Company and Mellon Investor Services LLC entered into an amendment to the Rights Agreement governing the Rights. The amendment, among other things, extended the term of the Rights issued under the Rights Agreement to October 25, 2016, removed the dead-hand provisions from the Rights Agreement, and formally replaced the former Rights Agent, The Chase Manhattan Bank, with its successor-in-interest, Mellon Investor Services LLC.