STOCK-BASED COMPENSATION

9 Months Ended

Feb. 29, 2012

Notes to Financial Statements

STOCK-BASED COMPENSATION

2. STOCK-BASED COMPENSATION

Stock-based compensation expense consists of expenses for stock options and employee stock purchase plan, or ESPP, shares. Stock-based compensation cost is measured at each grant date, based on the fair value of the award using the Black-Scholes option valuation model, and is recognized as expense over the employee’s requisite service period.  This model was developed for use in estimating the value of publicly traded options that have no vesting restrictions and are fully transferable.  The Company’s employee stock options have characteristics significantly different from those of publicly traded options.  All of the Company’s stock based compensation is accounted for as an equity instrument.  See Notes 8 and 9 in the Company’s Annual Report on Form 10-K for fiscal 2011 filed on August 26, 2011 for further information regarding the stock option plan and the ESPP.

The following table summarizes compensation costs related to the Company’s stock-based compensation for the three and nine months ended February 29, 2012 and February 28, 2011, respectively (in thousands):

	Three Months Ended				Nine Months Ended
	February 29, 2012		February 28, 2011		February 29, 2012		February 28, 2011
Stock-based compensation in the
form of employee stock options
and ESPP shares, included in:
Cost of sales	$	25	$	25	$	71	$	85
Selling, general and       administrative		111		115		299		380
Research and development		46		83		149		270
Total stock-based compensation	$	182	$	223	$	519	$	735

During the three months ended February 29, 2012 and February 28, 2011, the Company recorded stock-based compensation related to stock options of $147,000 and $201,000, respectively.  During the nine months ended February 29, 2012 and February 28, 2011, the Company recorded stock-based compensation related to stock options of $436,000 and $629,000, respectively.

As of February 29, 2012, the total unrecognized stock-based compensation cost related to unvested stock-based awards under the Company’s 1996 Stock Option Plan and 2006 Equity Incentive Plan was approximately $939,000, which is net of estimated forfeitures of $2,000.  This cost will be amortized over the remaining service period of the underlying options.  The weighted average service period is approximately 3.3 years.

During the three months ended February 29, 2012 and February 28, 2011, the Company recorded stock-based compensation related to the ESPP of $35,000 and $22,000, respectively.  During the nine months ended February 29, 2012 and February 28, 2011, the Company recorded stock-based compensation related to the ESPP of $83,000 and $106,000, respectively.

As of February 29, 2012, the total compensation cost related to options to purchase the Company’s common stock under the ESPP but not yet recognized was approximately $84,000.  This cost will be amortized on a straight-line basis over a weighted average service period of approximately 1.0 year.

Valuation Assumptions

Valuation and Amortization Method.  The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model and a single option award approach.  The fair value under the single option approach is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected Term.  The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as evidenced by changes to the terms of its stock-based awards.

Expected Volatility.  Volatility is a measure of the amounts by which a financial variable such as stock price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period.  The Company uses the historical volatility for the past five years, which matches the expected term of most of the option grants, to estimate expected volatility. Volatility for each of the ESPP’s four time periods of six months, twelve months, eighteen months, and twenty-four months is calculated separately and included in the overall stock-based compensation cost recorded.

Dividends.  The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future.  Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes option valuation model. 

Risk-Free Interest Rate.  The Company bases the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of the stock awards including the ESPP.

Estimated Forfeitures.  When estimating forfeitures, the Company considers voluntary termination behavior as well as analysis of actual option forfeitures.

Fair Value.  The fair value of the Company’s stock options granted to employees for the three and nine months ended February 29, 2012 and February 28, 2011 were estimated using the following weighted average assumptions in the Black-Scholes option valuation model.

	Three Months Ended				Nine Months Ended
	February 29,		February 28,		February 29,		February 28,
	2012		2011		2012		2011
Option Plan Shares
Expected Term (in years)		5		5		5		5
Volatility		0.85		0.80		0.83		0.80
Expected Dividend	$	0.00	$	0.00	$	0.00	$	0.00
Risk-free Interest Rates		0.84%		1.96%		1.14%		1.72%
Estimated Forfeiture Rate		0.25%		0.25%		0.25%		0.25%
Weighted Average Grant Date Fair Value	$	0.43	$	0.85	$	0.59	$	1.20

The fair values of the ESPP shares granted for the nine months ended February 29, 2012 and February 28, 2011 were estimated using the following weighted-average assumptions:

	Nine Months Ended
	February 29,			February 28,
	2012			2011
Employee Stock Purchase Plan Shares
Expected Term (in years)		0.5-2.0			0.5-2.0
Volatility		0.79-0.98			0.85-0.94
Expected Dividend	$	0.00		$	0.00
Risk-free Interest Rates		0.1%-1.1	%		0.2%-0.4	%
Estimated Forfeiture Rate		0	%		0	%
Weighted Average Grant Date Fair Value	$	0.40		$	0.74

There were no ESPP shares granted to employees for the three months ended February 29, 2012 and February 28, 2011.

The following table summarizes the stock option transactions during the three and nine months ended February 29, 2012 (in thousands, except per share data):

				Outstanding Options
							Weighted
				Number			Average		Aggregate
	Available			of			Exercise		Intrinsic
	Shares			Shares			Price		Value
Balances, May 31, 2011		687			2,083		$	3.40	$	298
Options granted		(432	)		432		$	1.27
Options terminated		140			(140	)	$	3.70
Plan shares expired		(136	)
Balances, August 31, 2011		259			2,375		$	2.99	$	123
Additional shares reserved		1,176			--
Options granted		(50	)		50		$	0.89
Options terminated		69			(69	)	$	3.94
Balances, November 30, 2011		1,454			2,356		$	2.92	$	--
Options granted		(574	)		574		$	0.64
Options terminated		14			(14	)	$	3.31
Plan shares expired		(2	)
Balances, February 29, 2012		892			2,916		$	2.47	$	93
Options fully vested and expected to
vest at February 29, 2012					2,857		$	2.47	$	91
Options exercisable at February 29, 2012					1,690		$	3.38	$	3

The options outstanding and exercisable at February 29, 2012 were in the following exercise price ranges (in thousands, except per share data):

		Options Outstanding at February 29, 2012						Options Excercisable at February 29, 2012
Range of Exercise Prices		Number Outstanding Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
$	0.59-$0.89		1,071		4.97	$	0.74		501		2.81	$	0.84
$	1.25-$2.81		1,272		3.65	$	1.84		625		2.46	$	2.09
$	3.00-$5.96		249		0.37	$	5.18		249		0.37	$	5.18
$	6.00-$9.30		206		1.02	$	7.82		206		1.02	$	7.82
$	9.94-$9.94		118		1.32	$	9.94		109		1.32	$	9.94
$	0.59-$9.94		2,916		3.57	$	2.47		1,690		2.01	$	3.38	$	3

The total intrinsic value of options exercised during the three and nine months ended February 29, 2012 was $0.  The total intrinsic value of options exercised during the three and nine months ended February 28, 2011 was $1,000 and $3,000, respectively.  The weighted average remaining contractual life of the options exercisable and expected to be exercisable at February 29, 2012 was 3.6 years.

Options to purchase 1,690,000 and 1,534,000 shares were exercisable at February 29, 2012 and February 28, 2011, respectively.  These exercisable options had weighted average exercise prices of $3.38 and $3.76 as of February 29, 2012 and February 28, 2011, respectively.