Annual report pursuant to Section 13 and 15(d)

Capital Stock

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Capital Stock
12 Months Ended
Aug. 31, 2012
Capital Stock

Note 13.    Capital Stock

The authorized common stock of the Company as of August 31, 2012 consisted of 168,000,000 shares of Class A common stock, $0.20 par value, of which 75,519,079 shares were issued and 72,860,328 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.

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. As of August 31, 2012 a total of 2,658,751 shares had been repurchased under this program.

Earnings Per Share

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

 

    Year Ended August 31,  
    2012     2011     2010  

Numerator:

     

Net earnings

  $ 87,290      $ 111,559      $ 24,031   

Plus: 2% Convertible Notes financings costs, net of taxes

    425        1,755        1,898   
 

 

 

   

 

 

   

 

 

 

Net earnings for diluted earnings per share

  $ 87,715      $ 113,314      $ 25,929   
 

 

 

   

 

 

   

 

 

 

Denominator:

     

Weighted average common shares outstanding for basic earnings per share

    70,099        68,254        67,624   

Net effect of dilutive securities—employee stock compensation plans

    1,119        1,089        661   

Net effect of 2% Convertible Notes based on the if-converted method

    3,722        5,962        5,924   
 

 

 

   

 

 

   

 

 

 

Weighted average common and equivalent shares outstanding for diluted earnings per share

    74,940        75,305        74,209   
 

 

 

   

 

 

   

 

 

 

Basic Earnings Per Share:

  $ 1.25      $ 1.63      $ 0.36   

Diluted Earnings Per Share:

  $ 1.17      $ 1.50      $ 0.35   

At August 31, 2012 and 2011, outstanding share based awards to acquire 2,582,000 shares of common stock were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive.