Capital Stock

The Company’s Restated Certificate of Incorporation provides for 70,000,000 authorized shares of common stock and 5,000,000 authorized shares of preferred stock. The terms of the preferred stock may be fixed by the board of directors, who have the right to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. The rights of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future.

As of September 30, 2012, shares of common stock were reserved for future issuance as follows:



Common shares reserved under Employee Stock Purchase Plan	818,000
Common shares reserved under stock option plans	7,207,000

Common Stock Repurchases

In fiscal 2012, the Company did not repurchase any shares of its common stock in the open market. The Company paid approximately $4.0 million in connection with the repurchase of 500,000 shares of its common stock during fiscal 2011. As of September 30, 2012, the Company had repurchased and retired an aggregate of 14,179,711 shares of common stock at a cost of approximately $88.5 million since September 2007. As of September 30, 2012, $19.8 million remained available under the existing share repurchase authorization.

The Company issues RSUs as part of its equity incentive plans. For a portion of RSUs granted, the number of shares issued on the date the RSUs vest is net of the statutory withholding requirements that the Company pays on behalf of its employees. During fiscal 2012, the Company withheld 56,849 shares to satisfy approximately $537,000 of employees’ tax obligations. During fiscal 2011, the Company withheld 8,879 shares to satisfy approximately $76,000 of employees’ tax obligations. Although the shares withheld are not issued, they are treated as common stock repurchases for accounting purposes, as they reduce the number of shares that would have been issued upon vesting.