Note 13.    Capital Stock

The authorized common stock of the Company as of August 31, 2011 consisted of 168,000,000 shares of Class A Common Stock, $0.20 par value, of which 68,657,234 shares were issued and outstanding; 1,500,000 shares of Class B Common Stock, $0.20 par value, none of which were issued and outstanding; and 160,000 shares of Cumulative Preferred Stock, $1.00 par value ("Preferred Stock"), none of which have been issued. Holders of both classes of the Company's Common Stock are entitled to dividends, as the Company's board of directors may declare out of funds legally available, subject to any contractual restrictions on the payment of dividends or other distributions on the Common Stock. If the Company were to issue any of its Preferred Stock, no dividends could be paid or set apart for payment on shares of Common Stock, unless paid in Common Stock, until dividends on all of the issued and outstanding shares of Preferred Stock had been paid or set apart for payment and provision had been made for any mandatory sinking fund payments.

In the fourth quarter of fiscal 2009, the Company completed a follow-on equity offering of 10,925,000 shares of its Class A common stock. Total proceeds from the offering, net of transactions costs, were $124.8 million, which were used to reduce Senior Credit Facility borrowings.

As described in Note 8, "Debt," the remaining $117.8 million of 2% Convertible Notes are convertible into 5,966,953 shares of the Company's Class A Common Stock if certain conditions are met.

On September 28, 2011, the Company's Board of Directors authorized a share buyback program for up to 7,000,000 shares of the Company's Class A Common Stock. The share repurchase plan may be implemented from time to time on the open market or in privately negotiated transactions, with repurchased shares available for use in connection with the Company's stock-based compensation plans and for other corporate purposes.

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

At August 31, 2011 and 2010, outstanding share based awards to acquire 2,582,000 and 4,371,000 shares of common stock were not included in the computation of earnings per share because the effect would have been anti-dilutive. The increase in the weighted average common shares outstanding for the years ended August 31, 2011 and 2010 results from the 10,925,000 shares of common stock issued in connection with the follow-on equity offering in the fourth quarter of fiscal 2009.