NOTE K — CAPITAL STOCK

Our Restated Certificate of Incorporation authorizes us to issue 100,000,000 shares of common stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par value $.01 per share. As of December 31, 2013, we had 78,855,547 shares of common stock outstanding, with 2,478,084 shares held in treasury, and no shares of preferred stock outstanding. The voting, dividend, and liquidation rights of the holders of common stock are subject to the rights of the holders of preferred stock. The holders of common stock are entitled to one vote for each share held. There is no cumulative voting. Dividends may be declared and paid on common stock as determined by our Board of Directors, subject to any preferential dividend rights of any then outstanding preferred stock. A summary of the activity of our common shares outstanding and treasury shares held for the three year period ending December 31, 2013, is as follows:



Common Shares Outstanding	Year Ended December 31,
	2013	2012	2011
At beginning of period	78,112,032	77,423,415	76,291,745
Exercise of common stock options, net	373,106	580,097	858,727
Grants of restricted stock, net	370,409	108,520	272,943
At end of period	78,855,547	78,112,032	77,423,415



Treasury Shares Held	Year Ended December 31,
	2013	2012	2011
At beginning of period	2,334,137	2,249,959	1,533,653
Shares received upon exercise of common stock options	119,477	81,616	592,992
Shares received upon vesting of restricted stock, net	24,470	2,562	123,314
At end of period	2,478,084	2,334,137	2,249,959

Our Board of Directors is empowered, without approval of the stockholders, to cause shares of preferred stock to be issued in one or more series and to establish the number of shares to be included in each such series and the rights, powers, preferences, and limitations of each series. Because the Board of Directors has the power to establish the preferences and rights of each series, it may afford the holders of any series of preferred stock preferences, powers and rights, voting or otherwise, senior to the rights of holders of common stock. The issuance of the preferred stock could have the effect of delaying or preventing a change in control of the Company.

Upon our dissolution or liquidation, whether voluntary or involuntary, holders of our common stock will be entitled to receive all of our assets available for distribution to our stockholders, subject to any preferential rights of any then outstanding preferred stock.

In January 2004, our Board of Directors authorized the repurchase of up to $20.0 million of our common stock. During the three years ending December 31, 2013, we made no purchases of our common stock pursuant to this authorization.