STOCK-BASED COMPENSATION

3 Months Ended

Apr. 30, 2012

STOCK-BASED COMPENSATION [Abstract]

STOCK-BASED COMPENSATION

8.  STOCK-BASED COMPENSATION

The Company's equity awards consist of stock options, SARs and RSUs. For a description of the Company's stock-based compensation plans, see Note 9 "Stock-Based Compensation" in Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended January 31, 2012.

Stock-Based Compensation

The following table sets forth reported stock-based compensation expense for the three months ended April 30, 2012 and 2011:

	Three Months Ended
	April 30,
	2012		2011
	(in thousands)
Cost of maintenance, subscription and other revenue	$	48	$	52
Cost of professional services		111		126
Sales and marketing		188		209
Research and development		153		167
General and administrative		539		558
Total stock-based compensation expense	$	1,039	$	1,112

Option/SAR Information

The weighted average assumptions used to value SARs granted in the three months ended April 30, 2012 and 2011 are shown in the following table:

	Three Months Ended April 30,
	2012			2011
Expected life in years (1)		3.75			3.75
Risk free interest rate (2)		0.61	%		1.54	%
Volatility (3)		65	%		71	%
Dividend rate (4)		2.73	%		2.23	%

_____________________________________

(1) The expected life of SARs granted under the stock-based compensation plan is based on historical vested stock option and SAR exercise and post-vest forfeiture patterns and includes an estimate of the expected term for stock options and SARs that were fully vested and outstanding.

(2) The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of SARs in effect at the time of grant.

(3) The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of the Company's common stock for a period equivalent to the expected life of the SARs, which it believes is representative of the expected volatility over the expected life of the SARs.

(4) The Company expects to continue paying quarterly dividends at the same rate as the three months ending on April 30, 2012.

The following table summarizes the activity for outstanding stock options and SARs for the fiscal year ended January 31, 2012 and the three months ended April 30, 2012:

	Stock Options/ SARs (in thousands)			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 31, 2011		2,653		$	11.33
Granted		502			10.28
Exercised		(164	)		8.08
Expired		(46	)		14.28
Forfeited		(74	)		9.26
Outstanding at January 31, 2012		2,871		$	11.34
Granted		8			12.49
Exercised		(132	)		8.02
Expired		(151	)		24.55
Forfeited		(10	)		9.26
Outstanding at April 30, 2012		2,586		$	10.74		4.7	$	6,258
Vested and expected to vest at April 30, 2012 (1)		2,523		$	10.78		4.7	$	6,074
Vested and exercisable at April 30, 2012		1,281		$	11.94		3.1	$	2,560

_____________________________________

(1) The expected-to-vest SARs are the result of applying the pre-vesting forfeiture rate assumptions to total outstanding SARs.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the aggregate difference between the closing stock price of the Company's common stock based on the last trading day as of April 30, 2012 and the exercise price for in-the-money stock options and SARs) that would have been received by the holders if all stock options and SARs had been exercised on April 30, 2012. The total intrinsic value of stock options or SARs exercised in the three months ended April 30, 2012 and 2011 was $718,000 and $90,000, respectively. The weighted average grant date fair value per share of SARs granted in the three months ended April 30, 2012 and 2011 was $4.98 and $4.10, respectively.

The number of SARs exercised includes shares withheld on behalf of employees to satisfy minimum statutory tax withholding requirements.  During the quarter ended April 30, 2012, the Company withheld 19,000 shares for payment of these taxes at a value of $263,000.

At April 30, 2012, there was approximately $4.5 million of total unrecognized compensation cost related to unvested SARs. This cost is expected to be recognized over a weighted-average period of approximately 2.4 years.

RSU Information

The estimated fair value of RSUs was calculated based on the closing price of the Company's common stock on the date of grant, reduced by the present value of dividends foregone during the vesting period.

The following table summarizes the activity for RSUs for the fiscal year ended January 31, 2012 and the three months ended April, 30 2012:

	RSUs			Weighted Average Grant Date Fair Value
	(in thousands)
Restricted stock at January 31, 2011		435			10.02
Granted		174			9.32
Vested (1)		(178	)		11.02
Forfeited		(17	)		9.35
Restricted stock at January 31, 2012		414		$	9.32
Granted		5			12.38
Vested (1)		(37	)		8.24
Forfeited		(1	)		9.36
Restricted stock at April 30, 2012		381		$	9.47

_____________________________________

(1) The number of RSUs vested includes shares withheld on behalf of employees to satisfy statutory tax withholding requirements.

The Company withholds, at the employee's election, a portion of the vested shares as consideration for the Company's payment of applicable employee income taxes. During the three months ended April 30, 2012, the Company withheld 5,000 shares for payment of these taxes at a value of $75,000.

Total unrecognized compensation cost related to RSUs was approximately $2.2 million as of April 30, 2012. This cost is expected to be recognized over a weighted-average period of approximately 2.3 years.