PART II
ITEM 5 - Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is traded on The Nasdaq Stock Market (National Market System). As of August 31, 2007, the approximate number of holders of record of the Company’s common stock was 1,459. The following table sets forth the range of high and low sales prices on The Nasdaq Stock Market of the Company’s common stock for the periods indicated, as reported by Nasdaq.
| SELECTED STOCK INFORMATION | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| FISCAL 2007 | FISCAL 2006 | ||||||||||
| HIGH | LOW | DIVIDEND | HIGH | LOW | DIVIDEND | ||||||
| First Quarter | $37.59 | $30.56 | $0.22 | $29.22 | $25.35 | $0.22 | |||||
| Second Quarter | $35.63 | $31.65 | $0.25 | $31.85 | $26.00 | $0.22 | |||||
| Third Quarter | $37.86 | $30.79 | $0.25 | $33.70 | $29.41 | $0.22 | |||||
| Fourth Quarter | $39.31 | $31.90 | $0.25 | $35.40 | $29.91 | $0.22 | |||||
The Company has historically paid regular quarterly cash dividends on its common stock. The Board of Directors of the Company presently intends to continue the payment of regular quarterly cash dividends on the common stock. The Company’s ability to pay dividends could be affected by future business performance, liquidity, capital needs, alternative investment opportunities and loan covenants.
Issuance of Unregistered Securities
On March 1, 2007, the Company issued a total of 3,896 shares of its common stock to four of its non-employee directors pursuant to the Company’s Amended and Restated WD-40 Company 1999 Non-Employee Director Restricted Stock Plan (the Plan). The shares were issued in lieu of cash compensation for all or part of each electing director’s annual fee for services as a director. The number of shares issued was determined according to a formula set forth in the Plan equal to the total compensation to be paid in shares divided by 90% of the closing price of the Company’s shares on the first business day of March 2007. On March 1, 2007, the Company issued shares to directors under the Plan with an aggregate market value of $125,000 in lieu of cash compensation in the amount of $113,000. The issuance of the shares of the Company’s common stock to the directors was exempt from registration under the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act as a transaction by an issuer not involving a public offering. The shares issued to directors are subject to certain restrictions upon transfer.
Repurchase of Company Securities
On March 27, 2007, the Company’s Board of Directors approved a share buy-back plan. Under the plan, which is in effect for up to twelve months, the Company is authorized to acquire up to $35.0 million of the Company’s outstanding shares. As of August 31, 2007, the Company has acquired 500,000 shares at a total cost of $17.3 million under the plan.
The following table presents the total number of shares repurchased during the last quarter of fiscal year 2007:
| Period | (a) Total Number of Shares Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 1 – June 30 | — | $ | — | — | $ | 35,000,000 | |||||||||
| July 1 – July 31 | 360,600 | $ | 34.37 | 360,600 | $ | 22,593,447 | |||||||||
| August 1 – August 31 | 139,400 | $ | 35.21 | 139,400 | $ | 17,679,718 | |||||||||
| Total | 500,000 | $ | 34.60 | 500,000 | |||||||||||
Administrative costs, such as commissions and handling fees, related to the stock repurchase program totaled approximately $20,000 in the last quarter of fiscal year 2007. If these costs were included in the average price paid per share, the average price would equal $34.64.