STOCK OPTIONS

9 Months Ended

Mar. 31, 2014

Notes to Financial Statements

STOCK OPTIONS (IN THOUSANDS, EXCEPT EARNINGS PER SHARE AND NUMBER OF SHARES)

On September 24, 2007, the Company’s Board of Directors unanimously adopted the 2007 Employee Stock Option Plan (the “2007 Employee Plan”) and the 2007 Directors Equity Incentive Plan (the “2007 Directors Plan”) each of which was approved by the shareholders on December 3, 2007. Each of those plans was amended by the Board in 2010 to increase the number of shares covered thereby, which amendments were approved by the shareholders on December 14, 2010. At present, the 2007 Employee Plan provides for awards of up to 600,000 shares of the Company’s Common Stock to employees, consultants and advisors. The Board also amended the 2007 Directors Plan in November 2013 to further increase the number of shares covered thereby from 400,000 shares to 500,000 shares, which amendment was approved by the shareholders on December 9, 2013. The 2007 Directors Plan provides for awards of up to 500,000 shares of the Company’s Common Stock to the members of the Board of Directors in the form of non-qualified options and restricted stock. These two plans are administered by the Board, which also establishes the terms of the awards.

Assumptions

The fair value for the options granted were estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming no expected dividends: 

	Year Ended June 30, 2013			Nine Months Ended March 31, 2014
Expected volatility		92.53	%		88.53-104.94	%
Risk-free interest rate		0.26	%		0.30	%
Expected life (years)		2.50			2.50-3.25

The expected volatilities are based on the historical volatility of the Company’s stock. The observation is made on a weekly basis. The observation period covered is consistent with the expected life of options. The expected life of the options granted to employees has been determined utilizing the “simplified” method as prescribed by ASC Topic 718 Stock Based Compensation, which, among other provisions, allowed companies without access to adequate historical data about employee exercise behavior to use a simplified approach for estimating the expected life of a "plain vanilla" option grant. The simplified rule for estimating the expected life of such an option was the average of the time to vesting and the full term of the option. The risk-free rate is consistent with the expected life of the stock options and is based on the United States Treasury yield curve in effect at the time of grant.

2007 Employee Stock Option Plan

The Company’s 2007 Employee Plan permits the grant of stock options to its employees covering up to an aggregate of 600,000 shares of Common Stock. Under the 2007 Employee Plan, all options must be granted with an exercise price of not less than fair value as of the grant date and the options granted must be exercisable within a maximum of ten years after the date of grant, or such lesser period of time as is set forth in the stock option agreements. The options may be exercisable (a) immediately as of the effective date of the stock option agreement granting the option, or (b) in accordance with a schedule related to the date of the grant of the option, the date of first employment, or such other date as may be set by the Compensation Committee. Generally, options granted under the 2007 Employee Plan are exercisable within five years after the date of grant, and vest over the period as follows: 25% vesting on the grant date and the remaining balance vesting in equal installments on the next three succeeding anniversaries of the grant date. The share-based compensation will be recognized in terms of the grade method on a straight-line basis for each separately vesting portion of the award. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the 2007 Employee Plan).

On September 17, 2013, stock options covering a total of 15,000 shares of the Company’s Common Stock were granted to certain employees pursuant to the 2007 Employee Plan, with an exercise price equal to the fair value of the Company’s Common Stock (as defined under the 2007 Employee Plan in conformity with Regulation 409A of the Internal Revenue Code of 1986, as amended) on September 17, 2013, the date of grant. These options vested as of the grant date. The fair value as of March 31, 2014 of the options to purchase 15,000 shares of the Company’s Common Stock was $54 based on the  grant date fair value of $3.62 per share determined by using the Black Scholes option pricing model.

On December 9, 2013, stock options covering a total of 35,000 shares of the Company’s Common Stock were granted to certain employees pursuant to the 2007 Employee Plan, with an exercise price equal to the fair value of the Company’s Common Stock (as defined under the 2007 Employee Plan in conformity with Regulation 409A of the Internal Revenue Code of 1986, as amended) on December 9, 2013, the date of grant. These stock options vest over the following period: 25% vesting on the grant date and the remaining balance vesting in equal installments on the next three succeeding anniversaries of the grant date. The fair value as of March 31, 2014 of the options to purchase 35,000 shares of the Company’s Common Stock was $109 based on the grant date fair value of $3.10 per share determined by using the Black Scholes option pricing model.

Stock options to purchase 126,500 shares of its Common Stock were exercised during the nine month period ended March 31, 2014. The total proceeds received were $239. The Company recognized stock-based compensation expenses of $33 in the nine months ended March 31, 2014 under the 2007 Employee Plan. The balance of unamortized stock-based compensation of $35 based on the fair value on the grant date related to options granted under the 2007 Employee Plan is to be recognized over a period of three years.

The Company did not grant any options pursuant to the 2007 Employee Plan during the nine months ended March 31, 2013. The Company recognized stock-based compensation expenses of $23 in the nine months ended March 31, 2013 under the 2007 Employee Plan. The balance of unamortized stock-based compensation of $12 based on the fair value on the grant date related to options granted under the 2007 Employee Plan is expected to be recognized over a period of nine months.

As of March 31, 2014, there were vested employee stock options covering a total of 120,750 shares of Common Stock. The weighted-average exercise price was $3.80 and the weighted average contractual term was 2.03 years. The total fair value of vested and outstanding employee stock options as of March 31, 2014 was $459.

As of March 31, 2013, there were vested employee stock options covering a total of 248,250 shares of Common Stock. The weighted-average exercise price was $2.95 and the weighted average remaining contractual term was 1.70 years. The total fair value of vested employee stock options as of March 31, 2013 was $732.

A summary of option activities under the 2007 Employee Plan during the nine month period ended March 31, 2014 is presented as follows:

	Options			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at July 1, 2013		263,500		$	3.06			1.57	$	122
Granted		50,000			3.26			4.62		-
Exercised		(126,500	)		(1.89	)		-		(175	)
Forfeited or expired		(40,000	)		(4.77	)		-		-
Outstanding at March 31, 2014		147,000		$	3.67			2.50	$	29
Exercisable at March 31, 2014		120,750		$	3.80			2.03	$	26

The fair value of the 126,500 shares of common stock acquired upon exercise of options was $175. Cash received from the options exercised during the nine months ended March 31, 2014 was $239.

A summary of option activities under the 2007 Employee Plan during the nine month period ended March 31, 2013 is presented as follows:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at July 1, 2012		313,000		$	3.85		2.31	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited or expired		(44,000	)		(8.69)		-		-
Outstanding at March 31, 2013		269,000		$	3.05		1.81	$	-
Exercisable at March 31, 2013		248,250		$	2.95		1.70	$	-

A summary of the status of the Company’s non-vested employee stock options during the nine months ended March 31, 2014 is presented below: 

				Weighted Average Grant-Date
	Options			Fair Value
Non-vested at July 1, 2013		20,375		$	3.26
Granted		50,000			1.65
Vested		(44,125	)		(2.33	)
Forfeited		-			-
Non-vested at March 31, 2014		26,250		$	1.69

A summary of the status of the Company’s non-vested employee stock options during the nine months ended March 31, 2013 is presented below: 

				Weighted Average Grant-Date
	Options			Fair Value
Non-vested at July 1, 2012		43,250		$	3.29
Granted		-			-
Vested		(21,375	)		(3.16	)
Forfeited		(1,125	)		(3.16	)
Non-vested at March 31, 2013		20,750		$	3.29

2007 Directors Equity Incentive Plan

The 2007 Directors Plan permits the grant of options covering up to an aggregate of 500,000 shares of Common Stock to its non-employee and employee directors. The exercise price of the non-qualified options is 100% of the fair value of the underlying shares on the grant date. The options have five-year contractual terms and are generally exercisable immediately as of the grant date. Because all outstanding options vested upon grant, there were no unvested options as of March 31, 2014.

During the nine months ended March 31, 2014, the Company granted options to purchase (a) 60,000 shares of its Common Stock to our directors pursuant to the 2007 Directors Plan with an exercise price equal to the fair market value of our Common Stock (as defined under the 2007 Directors Plan in conformity with Regulation 409A or the Internal Revenue Code of 1986, as amended) on September 17, 2013, the date of grant thereof, and (b) 40,000 shares of its Common Stock to our directors pursuant to the 2007 Directors Plan with an exercise price equal to the fair market value of our Common Stock (as defined under the 2007 Directors Plan in conformity with Regulation 409A or the Internal Revenue Code of 1986, as amended) on December 9, 2013, the date of grant thereof. The fair value of the options granted to purchase 60,000 shares of the Company's Common Stock was $217 based on the grant date fair value of $3.62 per share determined by the Black Scholes option pricing model. The fair value of the options granted to purchase 40,000 shares of the Company's Common Stock was $124 based on the grant date fair value of $3.10 per share determined by the Black Scholes option pricing mode.

Stock options to purchase 65,000 shares of its Common Stock were exercised during the nine month period ended March 31, 2014. The total proceeds received were $112. The Company recognized stock-based compensation expenses of $175 in the nine month period ended March 31, 2014 under the 2007 Directors Plan.

During the nine months ended March 31, 2013, the Company granted options to purchase 15,000 shares of its Common Stock to our directors pursuant to the 2007 Directors Plan with an exercise price equal to the fair market value of our Common Stock (as defined under the 2007 Directors Plan in conformity with Regulation 409A or the Internal Revenue Code of 1986, as amended) at the date of grant. The fair value of the options granted to purchase 15,000 shares of the Company's Common Stock was $17 based on the fair value of $1.11 per share determined by the Black Scholes option pricing model. There were no stock options exercised during the nine months ended March 31, 2013. The Company recognized stock-based compensation expenses of $17 during the nine months ended March 31, 2013.

As of March 31, 2014, there were vested director stock options covering a total of 315,000 shares of Common Stock. The weighted-average exercise price was $3.62 and the weighted average remaining contractual term was 2.88 years. The total fair value of vested and outstanding directors' stock options as of March 31, 2014 was $1,140.

As of March 31, 2013, there were vested director stock options covering a total of 340,000 shares of Common Stock. The weighted-average exercise price was $3.53 and the weighted average remaining contractual term was 2.21 years. The total fair value of vested and outstanding directors' stock options as of March 31, 2013 was $1,200.

A summary of option activities under the 2007 Directors Plan during the three months ended March 31, 2014 is presented as follows: 

	Options			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at July 1, 2013		340,000		$	3.53			1.96	$	80
Granted		100,000			3.41			3.41		-
Exercised		(65,000	)		1.72			-		(98	)
Forfeited or expired		(60,000	)		(4.81	)		-		-
Outstanding at March 31, 2014		315,000		$	3.62			2.88	$	67
Exercisable at March 31, 2014		315,000		$	3.62			2.88	$	67

A summary of option activities under the 2007 Directors Plan during the nine months ended March 31, 2013 is presented as follows:

	Options			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at July 1, 2012		385,000		$	4.52			2.45	$	-
Granted		15,000			2.07			4.96		-
Exercised		-			-			-		-
Forfeited or expired		(60,000	)		(4.81	)		-		-
Outstanding at March 31, 2013		340,000		$	3.53			2.21	$	-
Exercisable at March 31, 2013		340,000		$	3.53			2.21	$	-