SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

For the fiscal year ended January 31, 20112014

OR

For the transition period from                    to                     

Commission file number 0-13200

Astro-Med, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (401) 828-4000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.05 Par Value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨x    No  ¨

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained. Tocontained, to the best of the Registrant’sregistrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨    No  x

The aggregate market value of the registrant’s voting common equity held by non-affiliates at July 30, 2010August 2, 2013 was approximately $41,038,746$64,654,717 based on the closing price on the Nasdaq Global Market on that date.

As of April 12, 2011March 28, 2014 there were 7,289,2287,604,734 shares of Common Stock (par value $0.05 per share) of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive Proxy Statement for the 20112014 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

ASTRO-MED, INC.

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

ASTRO-MED, INC.

Forward-Looking Statements

Information included in this Annual Report on Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in this Annual Report on Form 10-K under “Item 1A. Risk Factors.” We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The reader is cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K.

PART I

Item 1.Business

General

Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our”“our,” and “us” in this Annual Report on Form 10-K refer to Astro-Med, Inc. and its consolidated subsidiaries.

Astro-Med Inc. designs, develops, manufactures and distributes a broad range of specialty printers and data acquisition and analysis systems, including both hardware and software, which incorporate advanceadvanced technologies in order to acquire, store, analyze, and present data in multiple formats. Target markets for hardware and software products of the Company include aerospace, apparel, automotive, avionics, chemicals, computer peripherals, communications, distribution, food and beverage, general manufacturing, life sciences, packaging and transportation.

The Company’s products are distributed through its own sales force and authorized dealers in the United States. We sell to customers outside of the United States primarily by using authorizedthrough our branch offices in Canada and Europe as well as with independent dealers and international sales representatives, who are managed from our foreign sales offices.representatives. Approximately 30% of the Company’s sales in fiscal 20112014 were to customers located outside the United States.

We operate ourAstro-Med operates its business through threetwo operating segments, Astro-Med Test & Measurement (T&M), and QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Financial information by business segment and geographic area appears in Note 1012 to the Consolidated Financial Statements of this Annual Report on Form 10-K.

On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) in order to focus on its existing core businesses. The Grass Technologies Product Group manufactured polysomnography and electroenecephalography systems for both clinical and research use along with the related accessories and proprietary electrodes. Consequently, the Company has classified the results of operations of the Grass Technologies Product Group as discontinued operations for all periods presented. Refer to Note 19, “Discontinued Operations,” in the Consolidated Financial Statements for a further discussion.

The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 1315 through 2018 of this Annual Report on Form 10-K.

Description of Business

Product Overview

Astro-Med Inc. developsdesigns, manufactures, and manufacturesmarkets specialty printers, data acquisition systems and services that serve select growing markets on a global basis. Our business consists of two segments, specialty printers and data acquisition systems. We sell our productssystems, sold under the brand names QuickLabel^® Systems (QuickLabel^®) and Astro-Med^® Test & Measurement (T&M), Grass^® Technologies (Grass^®), and QuickLabel^® Systems (QuickLabel^®).

Products sold under the Astro-Med^® Test & Measurement brand acquire and record data and print the output onto charts or electronic media. Products sold under the Grass^® brand electronically capture and record neurological data that is used to analyze and diagnose disorders such as epilepsy and sleep apnea. Products sold under the QuickLabel^® brand make labelsare used in industrial and commercial product packaging and automatic identification applications.applications to digitally print custom labels on demand. Products sold under the Astro-Med T&M brand acquire and record data to electronic media and, in the aerospace market, print the output in high-resolution on ruggedized airborne printers.

Products sold under the QuickLabel brand include digital color label printers as well as a full line of consumables including labels, tags, ink, toner, and thermal transfer ribbon. In addition, QuickLabel Systems sells special software used to design labels for a wide variety of applications especially in the field of packaging. QuickLabel provides training and support around the clock with its staff of service technicians located at headquarters as well as in the field.

With its broad range of entry-level, mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel products are primarily sold to manufacturers, processors, and retailers who label products on a short-run basis. Users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals, cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods.

Current QuickLabel models include the Kiaro!, a high-speed inkjet color label printer; the Kiaro! 200, a wider format high-speed inkjet color label printer; the Vivo! Touch, a electrophotographic color label printer developed to print full-color variable information labels in an office or factory; and the Xe series of digital color label printers utilizing thermal transfer technology. QuickLabel also sells and supports its Pronto! family of barcode printers which utilize single color-thermal transfer label printing technology.

Products sold under the Astro-Med T&M brand acquire and record data to electronic media and print the output onto paper. The Company supplies a range of products and services that include hardware, software and consumables to customers who are in a variety of industries.

Astro-Med Test & Measurement products include ruggedized printers and data acquisition systems. Current Astro-Medthe Dash^® T&M products include the TMX™MX portable data acquisition system, TMX^™ high-speed data acquisition system, Dash^® 8HF-HS data recorders, Everest^® telemetry recorders, ToughWriter^® ruggedized cockpitrugged printers, Miltope airborne printers and ToughSwitch^® Ethernet switches, the Dash^® series data recorders, and the Everest^® telemetry recorders.switches.

ToughWriter^®Astro-Med’s ruggedized cockpit printers are used primarily in aerospace applications in the flight deck and in the cabinscabin of military and commercial aircraft to print hard copies of airport maps,landing strips, flight itineraries, weather maps, connecting gate information, and ground communications. ToughSwitch^® Ethernet switches are used in commercial and military aircraft and military vehicles to connect multiple computers or Ethernet devices together. These products are ruggedized to comply with rigorous military and commercial flightworthiness standards for operation under extreme environmental conditions. The Company is currently furnishing ToughWriter^® cockpit printers for several airplanesnumerous aircraft made by Airbus, Boeing, Bombardier, Lockheed, and Lockheed.others. On January 22, 2014, the Company completed the acquisition of the Ruggedized Printer Product line from the Miltope Corporation (Miltope), a company of VT Systems. The Miltope line of printers expands Astro-Med’s portfolio of ruggedized printers designed for use in the aviation market to include several models of both wide and narrow format printers.

The Company’s family of portable data recorders including the TMX™ and the Dash^® series (Dash 2EZ+, Dash 8Xe, Dash 8HF, Dash 8XPM, Dash 18X, Dash 20HF, and Dash 32HF) are used asin R&D and maintenance applications in aerospace and troubleshooting instruments in pulpdefense, energy discovery and paper mills, metal mills, power generating plants,production operations, automotive R&D centers, manufacturing plants, and for aerospacea variety of other industrial applications. The TMX™TMX^™ data acquisition system is designed for data capture of long-term testing

in aerospace, automotive, aerospace, and other industrial applications where the ability to monitor high channel counts, and accept and view a wide variety of input signals, including time-stamped and synchronized video capture data and audio notation, is important.

The Everest^® telemetry recorders are used widely in the aerospace industry to monitor and track space vehicles, aircraft, missiles and other systems in flight. Everest^® data recorders are used principally in the telemetry sector of the aerospace industry, where they are used to monitor parameters from an aircraft or space vehicle during flight test and vehicle launch.

Products sold under the Grass^® Technologies brand include neurophysiological recording instruments, software, stimulators, electrode preps, consumable products, and Grass’ industry-renowned electrodes. Grass^® equipment detects and amplifies neurophysiological signals for acquisition, review, and analysis via special Grass^® software.

Grass^® clinical equipment is primarily sold into the Sleep Disorders (PSG), Routine/Ambulatory EEG, and Long-Term Epilepsy Monitoring (LTM) diagnostic markets, and is sold to hospitals, free-standing clinics, and private physicians’ offices. Current Grass^® clinical products include the FDA-listed Grass^® S12X Cortical Stimulator for cortical stimulation mapping to aid in cortical resection procedures, the TREA^® ambulatory EEG recorder, the SleepTrek^®3 at-home sleep screener, a small lightweight physiological data recorder, and TWin^® Neurotrac-III Neuromonitoring Software for computing and displaying long-term trends during continuous EEG monitoring in the ICU, NICU, OR, and Seizure Monitoring units.

Grass^® research products consist of square pulse stimulators; including the S88X dual-output with digital controls model and the SD9 student research model, as well as amplifiers, including the LP511 high performance AC model and P122 AC/DC Strain Gage model as well as the 15LT Amplifier System. Customers of the Grass^® research line are typically university research centers or pharmaceutical companies engaged in drug research. The Grass^® consumable products are comprised predominantly of sensing devices used to collect physiological data and are utilized with the systems described above.

Products sold under the QuickLabel^® brand include short-run, digital color label printers developed for in-house label printing, labeling software, label and tag substrates, label printing inks including thermal transfer ribbons, toners, and inkjet inks; custom label printing services, and a range of printer accessories. The breadth of the product line allows QuickLabel sales and support staff to serve customers at virtually every level of their label printing needs.

With its broad range of entry-level, mid-range, and high-performance digital label printers, QuickLabel Systems is able to provide its customers a continuous path to upgrade to new labeling products. QuickLabel^® products are primarily sold to end-user manufacturers, processors, and retailers who label products on a just-in-time basis, private label, contract package, or label products in foreign languages for export markets. These end-users can benefit from the time and cost-savings of digitally printing their own labels on-demand. Industries that commonly benefit from short-run label printing include apparel, chemicals, cosmetics, food and beverage, medical products, and pharmaceuticals, among many other packaged goods.

Current QuickLabel^® models include the Vivo!^® Touch, a patented electrophotographic color label printer developed to print full-color variable information labels in an office or factory; the Zeo!^®, an entry-level inkjet label printer developed in partnership with Hewlett-Packard; and the Xe series of digital color label printers utilizing thermal transfer technology, including the QLS-4100 Xe, QLS-2000 Xe and QLS-3000 Xe. The Xe Series of label printers are unique in the industry in that they can be directly integrated with automated production lines and represent a novel, patented application of multi-color thermal transfer technology, which was historically only commercialized in single-color barcode label printers. QuickLabel also sells and supports its own Pronto!^® family of barcode printers/monochrome printers which utilize single color-thermal transfer label printing technology.

Technology

The core technologies of Astro-Med relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor or electronic storage media, and finally (4) analyzing the data.

We are continually improving the performance and functionality of our core technologies, enabling us to lead the competition with innovative products.

Patents and Copyrights

Astro-Med holds a number of product patents in the United States and in foreign countries. The Company copyrights its software and registers its brand trademarks. While we consider our patents to be important to the operation of our business, we do not believe that any existentexisting patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on the Company’s business taken as a whole.

Manufacturing and Supplies

Astro-Med designs its products and manufactures manymost of the component parts. The balanceproducts that it designs and sells. Raw materials and supplies are typically available from a wide variety of sources. Astro-Med manufactures most of the sub-assemblies and parts requiredin house including printed circuit board assemblies, harnesses, machined parts, and general final assembly. Many parts are standard electronic items available from multiple sources. Others are parts designed by us that are manufactured for manufactureus by outside vendors. There are a few parts that are sole source but could be sourced elsewhere with appropriate changes in the design of our products are produced to our specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to our specifications, are generally available from numerous suppliers. However, we do obtain certain components of our products and certain finished products from sole sources.product.

Product Development

Astro-Med maintains an active program of product research and development. During fiscal 20112014 and 2010,2013, we incurred costs of $5,020,000spent $5,072,000 and $4,820,000,$3,816,000, respectively, on Company-sponsored product development. In fiscal 2013, we also spent an additional $1,054,000 in research and development for our Grass segment, which is now reported as a discontinued operation. We expect our spending in research and development to continue at the same levels as prior years, even with the disposal of our Grass segment, as we are committed to continuous product development as a requisiteessential to our organic growth and expect to continue our focus on research and development efforts in fiscal 2012 and beyond.growth.

Marketing and Competition

The Company competes worldwide in many markets including clinical and research diagnostics;multiple markets. In the specialty printing systems;field, we believe we lead the world in bench-top color label printing technology and in aerospace printers. In the data acquisition and analysis. area, we believe that we are one of the leaders in portable high speed data acquisition systems.

We retain a competitiveleadership position in our respective markets by

virtue of proprietary technology, product reputation, delivery, technical assistance, and service to customers. WeThe number of competitors varies by product line. Our management believes that we have a market leadership position in many of the markets we serve. Key competitive factors vary among our products worldwide by advertisingproduct lines, but include technology, quality, service and promotion using major nationalsupport, distribution network, and international trade journals, scientific meetingsbreadth of product and trade shows, direct mailing campaigns, and the internet.service offerings.

Our products are sold by direct field sales personssalespersons as well as independent dealers and representatives. In the United States, the Company has factory-trained direct field sales peoplesalespeople located in major cities from coast to coast specializing in either Astro-Med^® T&M products QuickLabel^® products, or Grass^® TechnologiesQuickLabel products. Additionally, we have direct field sales andor service centers in Canada, France, Germany, Mexico, and the United Kingdom staffed by our own

employees. In the remaining partsrest of the world, Astro-Med utilizes approximately 6070 independent dealers and representatives selling and marketing our products in 5075 countries.

Astro-Med has a number of competitors in each of the markets that it serves. In the T&M area, we believe that we lead the field in data acquisition systems. In the digital color label printing field, we believe we lead the world in color label printing technology, and we were the first to market an electrophotographic color label printer capable of printing on continuous rollstock.

Our Grass^® Technologies products are devoted to clinical applications in electroncephalography (EEG), polysomnography (PSG), and Long Term Epilepsy Monitoring (LTM). There are approximately ten companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. We believe we offer superior products based upon our long history and pioneering efforts in the field since 1935. Unlike most of our competitors, Astro-Med designs, manufactures and produces complete systems including transducers, amplifiers, sensors and Windows-based application software. Additionally, we produce a range of life science products for the research market many of which eventually find their way into clinical applications.

No single customer accounted for 10% or more of our net sales in any of the last two fiscal years.

International Sales

In fiscal 20112014 and 2010,2013, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $20,402,000$19,913,000 and $19,735,000,$16,611,000, respectively.

Order Backlog

Astro-Med’s backlog fluctuates regularly. It consists of a blend of orders for end user customers as well as original equipment manufacturer customers. Manufacturing is geared to forecasted demands and applies a rapid turn cycle to meet customer expectations. Accordingly, the amount of order backlog may not indicate future sales trends. Backlog at January 31, 20112014 and 20102013 was $7,114,000$14,013,000 and $5,675,000,$6,151,000, respectively.

Employees

As of January 31, 2011,2014, Astro-Med employed 423304 people. We are generally able to satisfy our employment requirements. No employees are represented by a union. We believe that employee relations are good.

Other Information

The Company’s business is not seasonal in nature. However, our sales are impacted by the size of certain individual transactions, which can cause fluctuations in sales from quarter to quarter.

Most of the Company’s products are generally warranted for one year against defects in materials or workmanship. Warranty expenses have averaged approximately $570,000 a year for the last five fiscal years.

Available Information

We make available free of charge on our website (www.astro-medinc.com) the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and, if applicable, amendments to

those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities Exchange Commission.Commission (SEC). These filings are also accessible on the SEC’s website at http://www.sec.gov.

Item 1A.Risk Factors

The following risk factors should be carefully considered in evaluating Astro-Med because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business operating results, liquidity and financial condition. If any such risks occur, Astro-Med’s business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.operations.

Depressed general economic conditions and uncertainties in the global credit and equity markets may adversely affect Astro-Med’s results of operation and financial position.

Our business is sensitive to changes in general economic conditions, both inside and outside the U.S. Worldwide financial markets have experienced extreme disruption in the past few years which are likely to have an ongoing adverse effect on the world economy. We are unable to predict how long the economic downturn will last or the strength or duration of an economic recovery. A continuing and/or a return to an economic downturn may adversely impact our business resulting in:

Astro-Med’s operating results and financial condition could be harmed if the markets into which we sell our product decline or do not grow as anticipated.

Any decline in our customers’ markets or in their general economic conditions including declines related to the current market disruptions as described above, would likely result in a reduction in demand for our products. For example, although we have experienced measured progress in fiscal 20112014 and 2013, as sales have increased from prior years, we are still affected by the continued global economic downturnuncertainty as some of our customers remain reluctant to make capital equipment purchases and are limiting consumable product purchases to quantities necessary to satisfy immediate needs with no provisions to stock supplies for future use. Also, if our customers’ markets decline, we may not be able to collect on outstanding

amounts due to us. Such declines could harm our results of operations, financial position and cash flows and could limit our ability to continue to remain profitable.

Astro-Med’s cost reduction and operational efficiency programs may not achieve the intended results

Changing economic and business conditions may dictate that we undertake a plan of cost and operational efficiency reductions. We cannot be certain that these programs will achieve their intended results. Additionally, these programs may be misplaced or insufficient for purposes of positioning us for further growth, in which our long-term competitive position may suffer. Failure of these programs, if any, could have a material adverse affect on our results of operations and financial position.

Astro-Med’s future revenue growth depends on our ability to develop and introduce new products and services on a timely basis and achieve market acceptance of these new products and services.

The markets for our products are characterized by rapidly changing technologytechnologies and accelerating product introduction cycles. Our future success depends largely upon our ability to address the rapidly changing needs of our customers by developing and supplying high-quality, cost-effective products, product enhancements and services on a timely basis and by keeping pace with technological developments and emerging industry standards. The success of our new products will also depend on our ability to differentiate our offerings from our competitors’ offerings;offerings, price our products competitively;competitively, anticipate our competitor’s development of new products;products, and maintain high levels of product quality and reliability. Astro-Med spends a significant amount of time and effort related to the development of our RuggedizedRugged and Color Printer products as well as our Test and Measurement recorder products. Failure to further develop any of our new products and their related markets as anticipated could adversely affect our future revenue growth and operating results.

As Astro-Med introduces new or enhanced products, we must also successfully manage the transition from older products to minimize disruption in customers’ ordering patterns, avoid excessive levels of older product inventories and provide sufficient supplies of new products to meet customer demands. The introduction of new or enhanced products may shorten the life cycle of our existing products, or replace sales of some of our current products, thereby offsetting the benefit of even a successful product introduction and may cause customers to defer purchasing existing products in anticipation of the new products. Additionally, when we introduce new or enhanced products, we face numerous risks relating to product transitions, including the inability to accurately forecast demand, manage excess and obsolete inventories, address new or higher product cost structures, and manage different sales and support requirements due to the type or complexity of the new products. Any customer uncertainty regarding the timeline for rolling out new products or Astro-Med’s plans for future support of existing products may cause customers to delay purchase decisions or purchase competing products which would adversely affect our business and operating results.

Astro-Med faces significant competition and our failure to compete successfully could adversely affect our results of operations and financial condition.

While we do maintain a dominant position in our markets, we operate in an environment of significant competition, driven by rapid technological advances, evolving industry standards, frequent new product introductions and the demands of customers to become more efficient. Our competitors range from large international companies to relatively small firms. We compete on the basis of technology, performance, price, quality, reliability, brand, distribution and customer service and support. Our success in future performance is largely dependent upon our ability to compete successfully in the markets we currently serve and to expand into additional market segments. Additionally, current competitors or new market entrants may develop new products with features that could adversely affect the competitive position of our products. To remain competitive, we must develop new products, services and applications and periodically enhance our existing offerings. If we are unable to compete successfully, we could lose market share and important customers to our competitors which could materially adversely affect our business, results of operations and financial position.

Astro-Med is dependent upon contract manufacturers for some of our products. If these manufacturers do not meet our requirements, either in volume or quality, then we could be materially harmed.

We subcontract the manufacturing and assembly of certain of our products to an independent third party at facilities located in various countries. Relying on subcontractors involves a number of significant risks, including:

If one of our significant subcontractors becomes unable or unwilling to continue to manufacture these products in required volumes or fails to meet our quality standards, we will have to identify qualified alternate subcontractors or we will take over the manufacturing ourselves in as much as we own the designs, drawings, and bills of material for all our products. Additional qualified subcontractors may not be available, or may not be available on a timely or cost competitive basis. Any interruption in the supply of, or increase in the cost of, the products manufactured by third party subcontractors or failure of a subcontractor to meet quality standards could have a material adverse effect on our business, operating results and financial condition.

For certain components and assembled products, Astro-Med is dependent upon single or limited source suppliers. If these suppliers do not meet demand, either in volume or quality, then we could be materially harmed.

Although we use standard parts and components for our products where possible, we purchase certain components and assembled products used in the manufacture of our products from single source or limited supplier sources. If the supply of a key component or assembled products were to be delayed or curtailed or, in the event a key manufacturing or sole vendor delays shipment of such components or completed products, our ability to ship products in desired quantities and in a timely manner would be adversely affected. Our business, results of operations and financial position could also be adversely affected, depending on the time required to obtain sufficient quantities from the original source or, if possible, to identify and obtain sufficient quantities from an alternative source. Additionally, if any single or limited source supplier becomes unable or unwilling to continue to supply these components or assembled products in required volumes, we will have to identify and qualify acceptable replacements or redesign our products with different components. Alternative sources may not be available, or product redesign may not be feasible on a timely basis. Any interruption in the supply of or increase in the cost of the components and assembled products provided by single or limited source suppliers could have a material adverse effect on our business, operating results and financial condition.

Compliance with new rules governing, “conflict minerals” could adversely affect the availability of certain product components and our costs and results of operations could be materially harmed.

In July 2010, the United States federal government enacted the Dodd-Frank Act which contained provisions that mandated the creation of rules by the SEC for public companies to ascertain the region of origin of certain minerals, commonly known as “conflict minerals,” used in the production of goods and if those minerals originated in the Democratic Republic of the Congo (DRC) or an adjoining country. It may be possible that conflict minerals may be part of the supply chain in our industry and contained in our products. In August 2012, the SEC adopted a new rule requiring disclosures of conflict minerals that are necessary to the functionality or production of products manufactured or contracted to be manufactured by public companies. The new rule, which went into effect for calendar year 2013, requires a disclosure report to be filed with the SEC by May 31, 2014 and will require us to perform due diligence and disclose whether or not our products contain such minerals and from which countries and source the minerals were obtained. The new rule could adversely affect the sourcing, availability, and pricing of minerals used in the manufacture of certain components used in Astro-Med’s products. In addition, we will incur additional costs to comply with the disclosure requirements for conflict minerals, including costs related to determining the source of any of the relevant minerals and metals used in our products, as well as costs of possible changes to products, processes or sources of supplies as a consequence of such verification activities. As we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we implement. We may also encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so. As a result, our business, operating results and financial condition could be harmed.

Economic, political and other risks associated with international sales and operations could adversely affect Astro-Med’s results of operations and financial position.

Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. Revenue from international operations, which includes both direct and indirect sales to customers outside the U.S. accounted for approximately 30% of our total revenue for fiscal year 20112014 and we anticipate that international sales will continue to account for a significant portion of our revenue. In addition, many of ourwe have employees, suppliers, job functions and facilities are located outside the U.S. Accordingly, our future results could be harmed by a variety of factors, including:

Astro-Med’s profitability is dependent upon our ability to obtain adequate pricing for our products and to improve our cost structure.

Our success depends on our ability to obtain adequate pricing for our products and services which provides a reasonable return to our shareholders. Depending on competitive market factors, future prices we obtain for our products and services may decline from previous levels. In addition, pricing actions to offset the effect of currency devaluations may not prove sufficient to offset further devaluations or may not hold in the face of customer resistance and/or competition. If we are unable to obtain adequate pricing for our products and services, our results of operations and financial position could be materially adversely affected.

We are continually reviewing our operations with a view towards reducing our cost structure, including but not limited to downsizing our employee base, exiting certain businesses, improving process and system efficiencies and outsourcing some internal functions. From time to time we also engage in restructuring actions

to reduce our cost structure. If we are unable to maintain our cost base at or below the current level and maintain process and systems changes resulting from current cost reduction and prior restructuring actions, our results of operations and financial position could be materially adversely affected.

Astro-Med could incur liabilities as a result of installed product failures due to design or manufacturing defects.

Astro-Med could incur liabilities as a result of installed product failures due to design or manufacturing defects. Our products may have defects despite testing internally or by current or potential customers. These defects could result in among other things, a delay in recognition of sales, loss of sales, loss of market share, failure to achieve market acceptance or substantial damage to our reputation. We could be subject to material claims by customers, and may need to incur substantial expenses to correct any product defects.

In addition, through our acquisitions, we have assumed-and may in the future assume liabilities related to products previously developed by an acquired company that have not been through the same level of product development, testing and quality control processes used by us, and may have known or undetected errors. Some types of errors may not be detected until the product is installed in a user environment. This may cause Astro-Med to incur significant warranty and repair costs, may divert the attention of engineering personnel from product development efforts, and may cause significant customer relations problems such as reputational problems with customers resulting in increased costs and lower profitability.

Astro-Med could experience disruptions in, or breach in security of, our information technology system or fail to implement new systems or software successfully which could harm our business and adversely affect our results of operations.

Astro-Med employs information technology systems to support our business, including the ongoing phased implementation of a new enterprise resource planning (ERP) system in fiscal 2014 and 2015 for all of our U.S. operations. Security breaches and other disruptions to our information technology infrastructure could interfere with operations, compromise our information and that of our customers and suppliers, and expose us to liability which could adversely impact our business and reputation. In the ordinary course of business, we rely on information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. Additionally, we collect and store certain data, including proprietary business information, and may have access to confidential or personal information in certain of our businesses that is subject to privacy and security laws, regulations and customer-imposed controls. While we continually work to safeguard our systems and mitigate potential risks, there is no assurance that such actions will be sufficient to prevent cyber attacks or security breaches and our information technology networks and infrastructure may still be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error, power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters, catastrophic events or other unforeseen events. While we have experienced, and expect to continue to experience, these types of threats to our information technology networks and infrastructure, none of them to date has had a material impact. There may be other challenges and risks as we upgrade and implement our new ERP system. Any such events could result in legal claims or proceedings, liability or penalties under privacy laws, disruption in operations, and damage to the Company’s reputation, which could adversely affect our business, operating results and financial condition.

Astro-Med is subject to laws and regulations; failure to address or comply with these laws and regulations could harm our business and adversely affect our results of operations.

Our operations are subject to laws, rules, regulations, including environmental regulations, government policies and other requirements in each of the jurisdictions in which we conduct business. Changes in laws, rules, regulations, policies or requirements could result in the need to modify our products and could affect the demand for our products, which may have an adverse impact on our future operating results. In addition, we must comply with new regulations restricting our ability to include lead and certain other substances in our products. If we do not comply with applicable laws, rules and regulations we could be subject to costs and liabilities and our business may be adversely impacted.

A number of our products from our Grass Technologies product group are subject to regulation by the United States Food and Drug Administration (“FDA”) and certain similar foreign regulatory agencies. If we or any of our suppliers or distributors fail to comply with FDA and other applicable regulatory requirements or are perceived potentially to have failed to comply, we may face, among other things, adverse publicity affecting both us and our customers; investigations or notices of non-compliance; fines, injunctions and civil penalties; partial suspensions or total shutdown of production facilities or the imposition of operating restrictions; increased difficulty in obtaining required FDA clearances or approvals; seizures or recalls of our products or those of our customers, and/or the inability to sell our products.

Adverse conditions in the global banking industry and credit markets may adversely impact the value of our investments or impair our liquidity.

At the end of fiscal 2011,2014, we had approximately $27 million of cash, cash equivalents and investments held for sale. Our cash and cash equivalents of approximately $8 million invested orare held in a mix of money market funds time deposit accounts and bank demand deposit accounts. The continued disruptionsDisruptions in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly liquid. Any failure of our counterpart financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results of operations and financial position. As of January 31, 2011, we also had an approximate $13 million portfolio of securities available for sale. ThisOur investment portfolio consists of state and municipal securities with various maturity dates, all of which have a credit rating of AA or above at the original purchase date; however, failuredefaults by the issuers of any of these securities may result in an adverse impact on our portfolio.

Astro-Med may not be able to effectively integraterealize the anticipated benefits of past or future acquisitions, divestitures and strategic partnerships, and integration of acquired companies or divestiture of businesses or assets acquired.may negatively impact Astro-Med’s overall business.

Astro-Med has, in the past, acquired or made strategic investments in other companies, products and technologies, including our most recent acquisition in January 2014 of the Ruggedized Printer Product line from Miltope. We may continue to identify and pursue acquisitions of complementary companies and strategic assets, such as customer bases, products and technology. However, there can be no assurance that we will be able to identify suitable acquisition opportunities. In December 2009, we acquired Label Line Ltd. (Label Line), a manufacturer of labels and tags which has become part of our QuickLabel Systems brand. In any acquisition that we complete including the acquisition of Label Line, we cannot be certain that:

In certain instances as permitted by applicable law and NASDAQ rules, acquisitions may be consummated without seeking and obtaining shareholder approval, in which case shareholders will not have an opportunity to consider and vote upon the merits of such an acquisition. Although we will endeavor to evaluate the risks inherent in a particular acquisition, there can be no assurance that we will properly ascertain or assess such risks.

Astro-Med may also divest certain businesses from time to time. On January 31, 2013, we completed the sale of substantially all of the assets of our Grass Technologies Product Group. Divestitures will likely involve risks, such as difficulty splitting up businesses, distracting employees, potential loss of revenue and negatively impacting margins, and potentially disrupting customer relationships. A successful divestiture depends on various factors, including our ability to:

All of these efforts require varying levels of management resources, which may divert our attention from other business operations. Further, if market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions.

If Astro-Med is not able to successfully integrate or divest businesses, products, technologies or personnel that we acquire or divest, or able to realize expected benefits of our acquisitions, divestitures or strategic partnerships, Astro-Med’s business, results of operations and financial condition could be adversely affected.

Item 1B.Unresolved Staff Comments

None

Item 2.Properties

The following table sets forth information regarding the Company’s principal owned properties, all of which are included in the consolidated balance sheet appearing elsewhere in this report.

Astro-Med also leases facilities in various other locations. The following information pertains to each location:

We believe our facilities are well maintained, in good operating condition and generally adequate to meet our needs for the foreseeable future.

Item 3.Legal Proceedings

There are no pending or threatened legal proceedings against the Company believed to be material to the financial position or results of operations of the Company.

Item 4. ReservedMine Safety Disclosures

Not applicable.

PART II

Astro-Med’s common stock trades on The NASDAQ Global Market under the symbol “ALOT.” The following table sets forth the range of high and low closing prices and dividend data, as furnished by NASDAQ, for the years ended January 31:

Astro-Med had approximately 302281 shareholders of record as of April 1, 2011,March 24, 2014, which does not reflect shareholders with beneficial ownership in shares held in nominee name.

Stock Performance Graph

The graph below shows a comparison of the cumulative total return on the Company’s common stock against the cumulative total returns for the NASDAQ Composite Index and the NASDAQ Electronic Index for the period of five fiscal years ended January 31, 2011.2014 as prepared by the Center for Research in Security Prices (CRSP) and provided by NASDAQ. The NASDAQ Composite Index is calculated using all companies trading on the NASDAQ Global Select, NASDAQ Global Market and the NASDAQ Capital Markets through January 31, 2011.Markets. The Index is weighted by the current shares outstanding and assumes dividends reinvested. The NASDAQ Electronic Index, designated as the Company’s peer group index, is comprised of companies classified as electronic equipment manufacturers.

Dividend Policy

Astro-Med began a program of paying quarterly cash dividends in fiscal 1992 and has paid a dividend for 7890 consecutive quarters. During fiscal 2014, we paid a quarterly dividend of $0.07 per share and anticipate that we will continue to pay comparable cash dividends on a quarterly basis. On March 15, 2010,December 18, 2012, the Board of Directors voted to increase the quarterlydeclared an additional cash dividend by $.01 per share toof $0.07 per share beginning with the first quarter of fiscal 2011, and as such, has paid a dividend of $0.28 per share for fiscal 2011.on December 31, 2012.

Stock Repurchases

On August 16, 2004, Astro-Med announced that itsPursuant to an authorization approved by Astro-Med’s Board of Directors had approvedin August 2011, the Company is currently authorized to repurchase of 600,000up to 390,000 shares of common stock. This is an ongoing authorization without any expiration date.

During the fourth quarter of fiscal 2011,2014, the Company made the following repurchases of its common stock:

Item 6.Selected Financial Data

We are a “smaller reporting company” and, as such, are not required to provide this information.

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Astro-Med is a multi-national enterprise, whichthat designs, develops, manufactures, distributes and services a broad range of products that acquire, store, analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. It markets and sells its products and services through the following threetwo sales product groups:

On January 22, 2014, Astro-Med completed the acquisition of the ruggedized printer product line from Miltope Corporation (Miltope), a company of VT Systems, which is engaged in the design, development, manufacture and testing of ruggedized computers and computer peripheral equipment for military, industry and commercial applications. Astro-Med’s ruggedized printer product line is part of the Test & Measurement (T&M) product group and is reported as part of the T&M also includes a suitesegment. The results of the Miltope’s ruggedized printer products designed for military and commercial applications to be usedproduct line operations since the acquisition date have been included in the avionics industry to print weather maps, communications and other critical flight information.

Astro-Med markets and sells its products and services globally through a diverse distribution structure of direct sales personnel, manufacturingmanufacturer’s representatives and authorized dealers that deliver a full complement of branded products and services to customers in our respective markets.

Our growth strategy centers on organic growth through product innovation made possible by research and development initiatives, as well as strategic acquisitions that fit into existing core businesses. Research and development activities are funded and expensed by the Company at approximately 7.1%7.4% of annual sales for fiscal 2011.2014. We also continue to invest in sales and marketing initiatives by expanding the existing sales force and increasing spending onusing various marketing campaigns to achieve our goals of sales growth and increased profitability notwithstanding today’s challenging economic environment.

Results of Operations

The following table presents the net sales of each of the Company’s segments, as well as the percentage of total sales and change from prior year. As previously noted, the Company’s Grass segment has been classified as a discontinued operation and therefore not presented in the table or discussion below.

Fiscal 20112014 compared to Fiscal 20102013

Astro-Med’s sales in fiscal 20112014 were $71,016,000, representing$68,592,000, a 10.9%12.0% increase as compared to prior year sales of $61,224,000. Domestic sales of $48,679,000 increased 9.1% from the prior year sales of $44,613,000. International sales of $19,913,000 includes an favorable impact of $227,000 due to foreign exchange rates and reflects a 19.9% increase as compared to the prior year.

Hardware sales in fiscal 2014 were $28,301,000, a 12.4% increase as compared to prior year’s sales of $64,031,000. Domestic sales of $50,614,000 increased 14.3% from the prior year sales of $44,296,000. International shipments of $20,402,000 have also increased 3.4% as compared to previous year’s sales of $19,735,000 despite a $392,000 negative impact due to foreign exchange rates.

Hardware sales in fiscal 2011 were $28,686,000, a nominal increase as compared to prior year’s sales of $28,303,000. The increase in hardware sales$25,169,000. Both product segments achieved double-digit growth in the current year, as comparedwith QuickLabel’s hardware sales up 13.7% and T&M’s hardware sales up 11.7%. The primary drivers of this increase relate to the prior year was primarily due to the demand forincreases in T&M’s newRuggedized and TMX line as well as the 12.6% increaseproduct lines and increases in sales of the Ruggedizedfrom QuickLabel’s new Kiaro! product line within T&M product group. Also contributing to the increase in current year sales was the 7.0% increase in sales of QuickLabel printers and the 13.1% increase in Grass Technologies’ clinical line of diagnostic systems, especially Long Term Epilepsy Monitoring Systems. However, theline. The increase in the current year’s hardware sales was tempered by lower sales of QuickLabel’s Vivo! and Zeo! product lines as well as a decline in sales of T&M’s Dash recorder and data acquisition product lines, as well as lower sales of Grass Technologies’ research line of products.lines.

Consumable sales in fiscal 20112014 were $37,113,000,$36,317,000, representing a 20.1%an 11.6% increase as compared to prior year sales of $30,904,000.$32,540,000. The overall increase in consumable sales forkey driver of the current year was primarily due to sales in the QuickLabel product group which were up $5,530,000 or 21.4% as compared to prior year’s sales. QuickLabel’s increased level of consumable sales in the current year is due to an increase in consumable demand from the Company’s installed base of printer customers, as well as label shipments from the Asheboro, North Carolina business, acquired in December 2009. Also contributing to theoverall increase in consumable sales for the current fiscal year was a 10.5%primarily traceable to the double-digit increase in Grass’ electrodesboth digital color printer supplies and creamslabel and tag product line sales as well as a 39.5%in the QuickLabel segment. The increase in T&M’s chart paperconsumable product line.sales for the current year was tempered by a 5.6% decline in sales of QuickLabel’s thermal transfer ribbon products.

Service and other sales revenue in fiscal 20112014 were $5,217,000, an 8.2%$3,974,000, a 13.1% increase compared to prior year sales of $4,824,000$3,515,000 due to an overall increaseincreases in freight, service and repairparts revenue.

The Company achieved $28,666,000$26,983,000 in gross profit for fiscal 20112014 and generated a gross profit margin of 40.4%39.3%, an increase as compared to prior year’s gross profit margin of 41.6%38.8%. The declineincrease in gross profit margin for the current year is due to unfavorable mix of lower margin products included in our net sales, as well as higher manufacturing costs and lower factory absorption at our West Warwick and Asheboro facilities.favorable product mix.

Operating expenses for the current year were $26,011,000,$25,450,000, representing a 5.5%22.3% increase from prior year’s operating expenses of $24,664,000.$20,802,000. Specifically, selling and marketing expenses increased 8.8%19.0% from prior year to $16,690,000$14,774,000 in fiscal 2011,2014, representing 23.5%21.5% of sales, a slight decreasean increase as compared to the prior year’s 24.0%20.3% of sales. The increase in selling and marketing was primarily the result of increases in wages, benefits and commissions due to personnel additions and sales growth. The increase in salescost and marketing was also impacted by theexpenditures, as well as an increase in travel spendingcosts for fiscal 2011.the period. General and administrative (G&A) expenses declined 4.5%increased 22.5% from prior year to $4,300,000$5,604,000 in fiscal 2011.2014. The reducedhigher G&A expense in the current year as

compared to the prior year was primarily due to the cost related to a decreasenon-compete agreement entered into with the Company’s former CEO, as well as an increase in bankingwages and benefits and an increase in professional service fees as compared tospending including professional fees associated with the prior year.Miltope acquisition. Funding of research & development (R&D) in fiscal 20112014 has increased 4.1%32.9% to $5,020,000.$5,072,000. The increase in R&D for fiscal 20112014 is primarily due to increased costs related to outside R&D testing for the

increase avionic printers for the current year and continued investments in outside services and is consistent with the Company’s focus on developmentQuickLabel’s line of new products and enhancement of existing products to promote future growth.color printers. The R&D spending level for fiscal 20112014 represents 7.1%7.4% of net sales, a slight decrease from thean increase as compared to prior year’s level of 7.5%6.2%.

InOther expense in fiscal 2011,2014 was $121,000 as compared to $41,000 in fiscal 2013. This increase for the Company recognized a $104,000 gain on legal settlement for interest and attorney fees recognized as acurrent year is primarily the result of damages collected from a lawsuit filed against a former employee and competitor business.

Other incomean increase in fiscal 2011 was $24,000, down from $328,000 in fiscal 2010. This lower level of other income is a result of lower investment income, due to lower overall interest rates, as well as foreign exchange lossesloss recognized in the current year due to the continued strengthening of the US dollar. Additionally, other income for fiscal 2010 included a $112,000 gain on bargain purchase related to the December 2009 acquisition of our Asheboro facilities.year.

Astro-Med’s fiscal 20112014 pretax income was reduced by approximately $333,000$562,000 related to stock-based compensation expense as compared to fiscal 20102013 pretax income, which was reduced by approximately $414,000$480,000 in stock-based compensation expense.

During fiscal 2011,2014, the Company recognized income tax expense on income from continuing operations of $722,000$175,000 and had an effective tax rate of 25.9%12.4%. The current year’sThis compares to an income tax expense includes a benefiton income from continuing operations of $241,000$847,000 in fiscal 2013 and related to the resolution of a previously uncertain tax position and a benefit of $143,000 related to a favorable adjustment in the filing of the prior year’s tax returns. This compares to income tax expense of $916,000 and an effective tax rate of 24.9%29.4%. Included in fiscal 2010 which includes 1)the current year income tax expense is a benefit of $335,000$500,000 related to the resolution of a previously uncertain tax positionASC 740 adjustment as a result of the conclusion of an IRS examination of the Company’s federal returns for the fiscal year 2008; 2) a benefit of $88,000 related to the difference inwell as foreign tax rates; and 3) a benefit of $25,000 related to differences between the prior year tax provision and the actual return as filed.state rate adjustments.

Net incomeIncome from continuing operations for fiscal 20112014 was $2,062,000$1,237,000, providing a return of 2.9%1.8% on sales and generating an EPS of $0.28$0.16 per diluted share. Included in net income is a $63,000 gain, netshare and includes: (1) an expense of tax,$359,000, equal to $0.05 per diluted share, related to a non-compete agreement entered into with the settlementCompany’s former CEO and (2) a net expense of a legal matter equal to $0.01 per diluted share; $241,000 tax benefit pertaining to previously uncertain tax positions realized$205,000, equal to $0.03 per diluted share, and a $143,000 tax benefit relatingrelated to a favorable adjustmentproduct replacement costs recognized in the filingfirst quarter pertaining to replacing components on certain of T&M’s ruggedized printers after the prior year’s tax returns equal to $0.02 per diluted share.Company discovered that one of its suppliers was using a non-conforming part in certain models. On a comparative basis, fiscal 2010 net2013 income from continuing operations was $2,766,000$2,038,000, providing a return of 4.3%3.3% on sales and an EPS of $0.38 per diluted share. Included in fiscal net income for 2010 is a $904,000 gain, net of tax, related to the settlement of a legal matter equal to $0.12 per diluted share; a $335,000 tax benefit pertaining to previously uncertain tax positions realized equal to $0.05 per diluted share; and a $112,000 gain on bargain purchase related to the acquisition of Label Line equal to $0.02generating $0.27 per diluted share.

Discontinued Operation

On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) for a purchase price of $18,600,000 of which $16,800,000 was recognized in fiscal 2013 and the remaining $1,800,000, which had been held in escrow at the closing date, has been recognized in fiscal 2014 as part of the gain on the sale of Grass. The Company has classified the results of operations of its Grass segment as discontinued operations for all periods presented.

Results for discontinued operations are as follows:

Segment Analysis($ in thousands)

Astro-Med reports threetwo segments consistent with its sales product groups: Test & Measurement (T&M), and QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). Segment performance is evaluated based on the operating segment’s profit before corporate and financial administration expenses.

The following table summarizes selected financial information by segment:segment. As previously noted, the Company’s Grass segment has been classified as a discontinued operation for all periods presented.

Test & Measurement

T&M’s sales increased 4.1%10.7% in fiscal 20112014 to $14,837,000$19,527,000 from $14,247,000$17,636,000 in the prior year. The increase is primarily attributabledue to the demand for the new TMX product line, as well as, the double-digit19.8% growth in the Ruggedized printer product line.line due to the continued increase in contract sales. Also contributing to the increase in sales was the continued increase in demand for the TMX product line, as current year sales grew 19.3% as compared to the prior year. The current year sales increase is tempered by declining sales in the Dashlegacy data acquisition and recorder product lines as compared to the prior year. T&M’s segment operating profit was $1,200,000$2,655,000 in fiscal 2011,2014, reflecting a profit margin of 13.6%, a decline as compared to the prior year’s segment operating profit of $1,148,000.$3,109,000 and related profit margin of 17.6%. The fiscal 2011 increase in operating profits is an outgrowth of higher sales and lower selling and marketing expenses. Despite the slight increase2014 decrease in operating profit the fiscal 2011 segment operating profitand related margin remained at 8.1%, comparableis due to the fiscal 2010 operating profit margin of 8.1%.product mix and higher R&D expenses.

QuickLabel Systems

QuickLabel Systems sales increased 18.6%12.5% in fiscal 2011 to $39,500,000 from2014 with sales of $33,294,000$49,065,000 compared to sales of $43,588,000 in the prior year. The increase in current yearsales is primarily attributabledue to both the consumablehardware and consumables product linelines which increased $5,530,000 or 21.4%13.7% and 11.6%, respectively, from the prior year. WithinThe increases are attributable to the consumables line,increased demand for digital color printer supplies, as well as for label and tag products. Also contributing to the current quarter increase was the new Kario! product line sales, made a significant contributionwhich more than doubled compared to the overall growth rate, due to the newly acquired Asheboro, North Carolina business, as well as the increased base of installed printers placed in service. QuickLabel’s hardware line of printers also reported an increase in current year revenue. The 6.8% increase in hardwareprior year. These sales was primarily drivenincreases were slightly tempered by the growthdecrease in sales of the color printer line, with unit contributions of sales from the new Vivo! Touchand Zeo! product line.lines. QuickLabel’s fiscal 2011current year’s segment operating profit was $1,847,000$5,154,000, reflecting a profit margin of 4.7%10.5%, compared toan increase from prior year’s segment profit margin of 7.6%. The decline in operating margin for fiscal 2011 is due to unfavorable mix of lower margin products included in our net sales, higher manufacturing costs$4,380,000 and lower factory utilization, as well as, higher operating expenses.

Grass Technologies

Grass sales in fiscal 2011 were $16,679,000 as compared to $16,490,000 in the prior year. This year’s sales represent a slight increase over prior year’s sales as a result of the increase in Grass’ Clinical line of diagnostic products including EEG, Sleep Systems and Long-Term Epilepsy monitoring which reported a 13.1% increase as compared to the prior year. Also making a positive contribution to sales volume during the current year was the

line of consumable products of electrodes and creams which reported a 10.3% growth in sales as compared to prior year. The current year increase in Grass sales was tempered by the 31.6% decrease in the Research line of products, as well as a 6.0% decrease in service and other revenue. Grass operating profit increased 51.5% to $3,358,000 resulting in a 20.1% profit margin as compared to prior year’srelated profit margin of 13.4%10.0%. The increased profitabilityincrease in QuickLabel’s current year’s segment operating profit and related margin is an outgrowth ofprimarily due to higher sales and favorable product mix of higher margin products included in net sales, as well as lower manufacturing costs and lower operating expenses.mix.

Liquidity and Capital Resources

The Company expects to finance its future working capital needs, capital expenditures and acquisition requirements through internal funds and believes that cash provided by operations will be sufficient to meet our operating and capital needs for at least the next twelve months. To the extent our capital and liquidity requirements are not satisfied internally, we may utilize a $5.0$10.0 million revolving bank line of credit, which was entered into on December 1, 2010 with Wells Fargo Bank, all of which is currently available. Borrowings under this line of credit bear interest at either a fluctuating rate equal to 75 basis points below the base rate, as defined in the agreement, or at a fixed rate equal to 150 basis points above LIBOR.

Astro-Med’s Statements of Cash Flows for the two years ended January 31, 20112014 and 20102013 are included on page 33.37. Net cash flows providedused by operating activities was $1,110,000$3,567,000 in the current year compared to net cash provided by operating activities of $5,850,000$3,863,000 in the previous year. The decliningdecrease in net cash flows are primarilyflow from operations for the current year is related to higherincome tax payments made in connection with the gain on the sale of Grass Technologies, as well as increased working capital requirements. Accounts receivablesrequirements, as both the accounts receivable and inventory balances increased to $11,112,000 at January 31, 2011, as compared to $9,173,000 at January 31, 2010.during the current year. The accounts receivable collection cycle increased to 54 days sales outstanding at January 31, 2011 as2014 compared to 4951 days outstanding at prior year end due to the increase in slower paying customers. Inventory balances increased to $14,405,000 at January 31, 2011, compared to $12,039,000 at the end of the previous year due to the build up of inventory in anticipation of QuickLabel’s new product launch.end. Inventory days on hand also increased to 124113 days on hand at the end of the current quarterfiscal year from 114109 days at prior year end.

Net cash flow used inby investing activities for fiscal 20112014 was $5,404,000$18,090,000, which includes $10,230,000 to purchase securities and $6,732,000 used for the acquisition of the ruggedized printer product line from Miltope. Cash used for investing activities for fiscal 2014 also included cash used for capital expenditures of approximately $2,090,000$1,128,000, including $1,187,000$647,000 for building improvements, $499,000information technology, $202,000 for machinery and equipment, $220,000$165,000 for land and building improvements, $99,000 for tools and dies, $138,000 for information technology and $46,000$15,000 for furniture and fixtures.fixtures and other capital expenditures.

NetIncluded in net cash flow used by financing activities was $2,141,000for fiscal 2014 were dividends paid of $2,103,000. Dividends paid in fiscal 2011. During the year the Company paid dividends of $2,036,000 and purchased $976,000 of the Company’s stock. Also during the current year, the Company generated $672,000 in cash through the exercise of employee stock options and Employee Stock Purchase Plan transactions.

Dividends paid for fiscal 2011 and 2010,2013 were $2,036,000 and $1,713,000, respectively.$2,595,000. The Company’s annual dividend per share was $0.28 in fiscal 20112014 and $0.24$0.35 in fiscal 2010. Since2013. The Company has not repurchased any shares of its common stock in fiscal 2014; however, since the inception of the common stock buy back program in fiscal 1997, the Company has repurchased 1,420,010a total of 1,530,000 shares of its common stock. At January 31, 2011,2014, the Company has theCompany’s Board of Directors’ authorization toDirectors has authorized the purchase of an additional 254,089390,000 shares of the Company’s common stock in the future.

Contractual Obligations, Commitments and Contingencies

Astro-Med is subject to contingencies, including legal proceedings and claims arising out of its businesses that cover a wide range of matters, such as: contract and employment claims; workers compensation claims; product liability claims; warranty claims; and claims related to modification, adjustment or replacement of component parts of units sold. While it is impossible to ascertain the ultimate legal and financial liability with respect to contingent liabilities, including lawsuits, we believe that the aggregate amount of such liabilities, if any, in excess of amounts provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations. It is possible, however, that results of operations for any particular future period could be materially affected by changes in our assumptions or strategies related to these contingencies or changes out of the Company’s control.

Critical Accounting Policies and Estimates

Astro-Med’s discussion and analysis of financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain of our accounting policies require the application of judgment in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We periodically evaluate the judgments and estimates used for our critical accounting policies to ensure that such judgments and estimates are reasonable for our

interim and year-end reporting requirements. These judgments and estimates are based on the Company’s historical experience, current trends and information available from other sources, as appropriate. If different conditions result from those assumptions used in our judgments, the results could be materially different from our estimates. We believe the following are our most critical accounting policies as they require significant judgments and estimates in the preparation of our financial statements:

Revenue Recognition: The majority of ourOur product sales are recorded atrecognized when all of the time of shipment, when legal title has transferred and risk of loss passes to the customer, whenfollowing criteria have been met: persuasive evidence of an arrangement exists, the seller’sexists; price to the buyer is fixed or determinabledeterminable; delivery has occurred and collectibilitylegal title and risk of loss have passed to the customer; and collectability is reasonably assured. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting.multiple element arrangements. This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately.

We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on our vendor specific objective evidence (VSOE) if available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for each unitthat element have been met. The amount of accounting are met. When other significant obligations remain after products are delivered,product revenue recognized is recognized only after such obligations are fulfilled. All ofaffected by our equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidentaljudgments as to the systems as a whole as it is not sold separately or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied.whether an arrangement includes multiple elements.

Astro-Med recognizes revenue for non-recurring engineering (NRE) fees, as necessary, for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue.

Infrequently, the Company receives requests from customers to hold product being purchased from us for the customers’ convenience. We recognize revenue for such bill and hold arrangements provided the transaction meets the following criteria: a valid business purpose for the arrangement exists; risk of ownership of the purchased product has transferred to the buyer; there is a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the product is ready for shipment; the payment terms are customary; we have no continuing performance obligation in regards to the productproduct; and the product havehas been segregated from our inventories.

Warranty Claims and Bad Debts: Provisions for the estimated costs for future product warranty claims and bad debts are recorded in cost of sales and general and administrative expense, respectively, at the time a sale is recorded. The amounts recorded are generally based upon historically derived percentages while also factoring in any new business conditions that might impact the historical analysis such as new product introduction for warranty and bankruptcies of particular customers for bad debts. We also periodically evaluate the adequacy of our reserves for warranty and bad debts recorded in its consolidated balance sheet as a further test to ensure the adequacy of the recorded provisions. Warranty and bad debt analysis often involves subjective analysis of a particular customer’s ability to pay. As a result, significant judgment is required in determining the appropriate

amounts to record and such judgments may prove to be incorrect in the future. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to the actual amounts.

Inventories:Inventories are stated at the lower of cost (first-in, first-out) or market. The Company records provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory consists of analyzing the inventory supply on hand and estimating the

net realizable value of the inventory based on historical experience, current business conditions and anticipated future sales. We believe that our procedures for estimating such amounts are reasonable and historically have not resulted in material adjustments in subsequent periods when the estimates are adjusted to actual experience.

Income Taxes: A valuation allowance is established when it is “more-likely-than-not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence must be considered, including our performance, the market environment in which we operate, length of carryforward periods, existing sales backlog and future sales projections. If actual factors and conditions differ materially from the estimates made by management, the actual realization of the net deferred tax assets or liabilities could vary materially from the amounts previously recorded. At January 31, 2011,2014, the Company has provided valuation allowances for future tax benefits resulting from certain R&D tax credits which could expire unused.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions. Although guidance on the accounting for uncertain income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. If the ultimate resolution of tax uncertainties is different from what we have estimated, our income tax expense could be materially impacted.

Long-Lived Assets, Intangible Assets and Goodwill: The impairment of long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the fair value of the asset.

Management evaluates the recoverability of goodwill annually or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of an asset might be impaired. Goodwill is consideredfirst qualitatively assessed to be impaired whendetermine whether further impairment testing is necessary. Factors that management considers in this assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management and strategy and changes in the composition or carrying amount of net bookassets. If this qualitative assessment indicates that it is more likely than not that the fair value of a segmentreporting unit is less than its carrying amount, a two step process is then performed. Step one compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds its estimatedthe fair value. Fair values are establishedvalue of the reporting unit, step two is required to determine if there is an impairment of the goodwill. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill. We estimate the fair value of our reporting units using the income approach based upon a discounted cash flow methodologymodel. We believe that this approach is appropriate because it provides a fair value estimate based onupon the long-range planning forecast.reporting unit’s expected long–term operating cash flow performance. In addition, we use the market approach, which compares the reporting unit to publicly-traded companies and transactions involving similar business, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and estimates including future revenue, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates.

Share-Based Compensation: Share-based compensation expense is based on the estimated fair value of the share-based award when granted. We have estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the risk free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the

expected risk tolerance of different option groups. The risk-free interest rate used in the model is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requisite service. Our accounting for share-based compensation for restricted stock awards (“RSA”) and restricted stock units (“RSU”) is also based on the fair value method. The fair value of the RSUs and RSAs is based on the closing market price of the Company’s common stock on the grant date of the RSU or RSA.

Recent Accounting Pronouncements

Reference is made to Note 1 of our Consolidated Financial Statements included herein.

Item 7A.Quantitative and Qualitative Disclosures about Market Risk

The registrant is a smaller reporting company and is not required to provide this information.

Item 8.Financial Statements and Supplementary Data

The consolidated financial statements required under this item are submitted as a separate section of this report on the pages indicated at Item 15(a)(1). The supplementary data regarding quarterly results of operations is set forth in the following table.

QUARTERLY FINANCIAL DATA (Unaudited)

(Dollars in Thousands, Except Per Share Amounts)

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

NoneThe response to this item is included in the Company’s Current Report on Form 8-K dated July 10, 2013 and is incorporated herein by this reference.

Item 9A.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K pursuant to RuleRules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective at January 31, 20112014 to ensure that the information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or the degree of compliance may deteriorate.

Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in “Internalthe Internal Control-Integrated Framework”Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) as of January 31, 2011.2014. Based on this assessment, the principal executive officer and principal financial officer believe that as of January 31, 2011,2014, the Company’s internal control over financial reporting was effective based on criteria set forth by COSO in “Internal Control-Integrated Framework.”

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange CommissionSEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Item 9B.Other Information

Nothing to Report

PART III

Item 10.Directors, Executive Officers and Corporate Governance

The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 20112014 annual meeting of shareholders.

The following is a list of the names and ages of, and the positions and offices presently held by,sets forth certain information with respect to all executive officers of the Company. All officers serve at the pleasure of the Board of Directors.

On December 2, 2013, the Board of Directors of Astro-Med appointed Mr. Ondis has been a Director andWoods as Chief Executive Officer since he founded the Company in 1969. He was previously President and the Chief Financial Officer (Treasurer) of the Company, from 1969 to 1985.

effective February 1, 2014 following the retirement of Mr. Pizzuti was previouslyEverett Pizzuti. On January 27, 2014, the Board of Directors of Astro-Med also elected Mr. Woods as a Vice Presidentdirector of the Company and has been functioning asalso effective February 1, 2014. Mr. Woods was previously the Executive Vice President and Chief Operating Officer since 1971.of the Company from September 6, 2012 and was appointed President of the Company on August 29, 2013. Prior to joining Astro-Med, Mr. Woods held the positions of Managing Director of Medfield Advisors from 2010 to 2012, President of Performance Motion Devices from 2007-2010 and Chief Executive Officer of Control Technology Corporation from 2001 to 2007.

Mr. O’Connell joined the Company in 1996. He previously held senior financial management positions with Cherry Tree Products Inc., IBI Corporation and Avery Dennison Corporation. Mr. O’Connell is also Assistant Secretary of the Company. He was appointed to the position of Senior Vice President in 2007.

Mr. Deeb has held the position identified since 1987. In 1985, he was named General Manager—Media Products after having been Vice President and General Manager since 1981 of a business sold by the Company in 1984.

Mr. Bentley was appointed Vice President of Information Technology in 2007. He was previously Director of Information Technology and held other various operations positions since joining the Company in 1980.

Mr. Sullivan was appointed Vice President and Chief Technology Officer in 2000. He is an electronic engineer and has been with the Company since 1983.

Mr. Morawetz was appointed Vice President International Branches in 2006. He was previously the General Manager of Branch Operations for the Company’s German Subsidiary, having joined the Company in 1989.

Mr. Petrarca was appointed Vice President of Instrument Manufacturing in 1998. He has previously held positions as General Manager of Manufacturing, Manager of Grass Operations and Manager of Grass Sales. He has been with the Company since 1980.

Mr. Mancyak was appointed Vice President of the Company on April 1,in 2011. He also holds the position of Corporate Controller and Principal Accounting Officer to which he was appointed in January 2009. He served as Assistant Corporate Controller of the Company from July 1, 2008 to January 2009 and prior to that was an Accounting Manager of the Company beginning July 1,in 2005. Prior to June 30, 2005, Mr. Mancyak was Senior Treasury Analyst at American Power Conversion and an auditor at the international accounting firm of KPMG LLP.

Mr. Eric E. Pizzuti was appointed Vice President and General Manager of the Company’s QuickLabel System business segment on March 9, 2012. Prior to this appointment, Mr. Pizzuti held the position of Vice President and Worldwide Director of Sales for QuickLabel Systems from March 2010 and Worldwide Director of Sales from March 2006 through March 2010. Mr. Pizzuti has held various other positions since joining the Company in 1996.

Mr. Natalizia was appointed Vice President and Chief Technology Officer of Astro-Med, Inc. on March 9, 2012. Prior to this appointment, Mr. Natalizia held the position of Director of Product Development of the Company since 2005.

Code of Ethics

The Company has adopted a Code of Ethics which applies to all directors, officers and employees of the Company, including the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”) and Corporate Controller, as supplemented by a Code of Ethical Conduct for the Chief Executive Officer and Senior Financial Officers, which meets the requirements of a “code of ethics” as defined in Item 406 of Regulation S-K. A copy of the Code of Ethics will be provided to shareholders, without charge, upon request directed to Investor Relations or can be obtained on the Company’s website, (www.astro-medinc.com), under the heading “Corporate Governance—Charters.” The Company will disclose any amendment to, or waiver of, a provision of the Codes for the CEO, COO, CFO, Corporate Controller or persons performing similar functions by posting such information on its website and filing a Form 8-K as required under the rules of the NASDAQ Global Market.

Item 11.Executive Compensation

The response to this item is incorporated by reference to the Company’s definitive Proxy Statement for the 20112014 Annual Meeting of Shareholders.

The information set forth under the heading “Compensation Committee Report” in the Company’s definitive Proxy Statement is furnished and shall not be deemed as filed for purposes of Section 18 of the SecuritiesExchange Act, of 1934, as amended, and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

The response to this item is incorporated by reference to the Company’s definitive Proxy Statement for the 20112014 Annual Meeting of Shareholders.

Equity Compensation Plan Information

The following table sets forth information about the Company’s equity compensation plans as of January 31, 2011:2014:

(2)	Does not include restricted stock units.

(2)(3)

SharesRepresents shares available for grant under the Astro-Med, Inc. 2007 Equity Incentive Plan. Excludes 45,044 shares issued pursuant to outstanding unvested restricted stock awards which are subject to forfeiture.

(4)	Represent shares available for purchase under the Employee Stock Purchase Plan.

Additional information regarding these equity compensation plans is contained in Note 79 to the Company’s Consolidated Financial Statements included in Item 15 hereto.

Item 13.Certain Relationships, Related Transactions and Director Independence

The response to this item is incorporated by reference to the Company’s definitive Proxy Statement for the 20112014 Annual Meeting of Shareholders.

Item 14.Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to the Company’s definitive Proxy Statement for the 20112014 Annual Meeting of Shareholders.

PART IV

Item 15.Exhibits and Financial Statement Schedule

(a)(1) Financial Statements:

The following consolidated financial statementsdocuments are included as part of Astro-Med, Inc. and subsidiaries are incorporated by reference in Item 8:this Annual Report filed on Form 10-K:

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.

(a)(3)Exhibits:

Exhibit Number
(10.9)		Form of Performance-Based Restricted Stock Unit Award Agreement filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the period ended April 28, 2012 and by this reference incorporated herein.*
(10.10)		Transition Services Agreement dated January 5, 2013 by and between the Company and Natus, as amended by First Amendment to Transition Services Agreement dated as of January 31, 2013, by and between the Company and Natus (filed as Exhibit No. 10.1 to the Company’s report onForm 8-K dated February 4, 2013 and by this reference incorporated herein).
(10.11)		Release and Non-Competition Agreement dated as of February 1, 2014 by and between the Company and Everett V. Pizzuti.*
(21)		List of Subsidiaries of the Company.
(23.1)		Consent of ErnstWolf & Young LLP.Company, P.C.
(23.2)		Consent of Grant ThorntonErnst & Young LLP.
(31.1)		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101)		The following materials from Registrant’s Annual Report on Form 10-K for the year ended January 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. Filed electronically herein.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Each person whose signature appears below constitutes and appoints each of Albert W. Ondis, Everett V. PizzutiGregory A. Woods or Joseph P. O’Connell, or any of them, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resolution, for such person and in his name, place and stead, in any and all capacities in connection with the annual report on Form 10-K of Astro-Med, Inc. for the year ended January 31, 20112014 to sign any and all amendments to the Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

Astro-Med, Inc.

We have audited the accompanying consolidated balance sheet of Astro-Med, Inc. and subsidiaries (the “Company”) as of January 31, 20112014 and the related consolidated statements of operations,income, comprehensive income, and changes in shareholders’ equity, and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the index at Item 15(a)(2) as it relates to the year ended January 31, 2011.. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Astro-Med, Inc. and subsidiaries as of January 31, 20112014 and the consolidated results of its operations and its cash flows for the year in the period ended January 31, 2011,2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, as it relates to the year ended January 31, 2011, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ ERNSTWolf & YOUNG LLPCompany, P.C.

Providence, Rhode IslandBoston, Massachusetts

April 18, 20117, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of

Astro-Med, Inc.

We have audited the accompanying consolidated balance sheet of Astro-Med, Inc. and subsidiaries (the “Company”) as of January 31, 20102013 and the related consolidated statements of operations,income, comprehensive income, and changes in shareholders’ equity, and cash flows for the year then ended. Our audit of the basic financial statementsalso included the financial statement schedule listed in the index appearing underat Item 15(a)(2) as it relates to the year ended January 31, 2010.2013. These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company isWe were not required to have, nor were we engaged to perform an audit of itsthe Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well asand evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Astro-Med, Inc. and subsidiaries as of January 31, 2010,2013 and the consolidated results of theirits operations and theirits cash flows for the year then ended, in conformity with accounting principlesU.S. generally accepted in the United States of America.accounting principles. Also, in our opinion, the related financial statement schedule, as it relates to the year ended January 31, 2010, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ GRANT THORNTONERNST & YOUNG LLP

Boston, MassachusettsProvidence, Rhode Island

April 9, 2010, except with respect to

Note 17 as to which the date

is April 18, 20118, 2013

ASTRO-MED, INC.

CONSOLIDATED BALANCE SHEETS

As of January 31, 20112014 and 20102013

(In Thousands, Except Share Data)

See Notes to the Consolidated Financial Statements.

ASTRO-MED, INC.

CONSOLIDATED STATEMENTS OF OPERATIONSINCOME

For the years ended January 31

(In Thousands, Except Per Share Data)