-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S8aXw4tYw4871pelZATkOxO55uw2visaW3f7AbPkiqo9xGEWBjJU0EDIoODm0BgW s5Ncl18PG/dsesOzbASyYw== 0001188112-10-002518.txt : 20100922 0001188112-10-002518.hdr.sgml : 20100922 20100922170803 ACCESSION NUMBER: 0001188112-10-002518 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100922 DATE AS OF CHANGE: 20100922 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESSCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000927355 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 520729657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48549 FILM NUMBER: 101085115 BUSINESS ADDRESS: STREET 1: 11126 MCCORMICK ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21031 BUSINESS PHONE: 4102291000 MAIL ADDRESS: STREET 1: 11126 MCCORMICK ROAD CITY: HUNT VALLEY STATE: MD ZIP: 2121031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY EQUITY PARTNERS, LP CENTRAL INDEX KEY: 0001258542 IRS NUMBER: 300075082 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-265-9600 MAIL ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY EQUITY PARTNERS LP DATE OF NAME CHANGE: 20030806 SC 13D/A 1 t68942_sc13da.htm SCHEDULE 13D/A t68942_sc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
  
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
 
TESSCO Technologies Incorporated
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

872386107
(CUSIP Number)

Daniel J. Donoghue
Discovery Group I, LLC
191 North Wacker Drive
Suite 1685
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 22, 2010
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

CUSIP No.  872386107
 
 
1.
Names of Reporting Persons.
Discovery Equity Partners, L.P.
 
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
     
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
WC
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Illinois
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
871,305
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
871,305
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
871,305
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
11.8%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 
 
 
 
CUSIP No.  872386107
 
 
1.
Names of Reporting Persons.
Discovery Group I, LLC
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,020,138
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,020,138
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,020,138
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
13.8%
 
 
14.
Type of Reporting Person (See Instructions)
OO

 
 
 
 
 
CUSIP No.  872386107
 
 
1.
Names of Reporting Persons.
Daniel J. Donoghue
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,020,138
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,020,138
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,020,138
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
13.8%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 
 
 

CUSIP No.  872386107
 
 
1.
Names of Reporting Persons.
Michael R. Murphy
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,020,138
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,020,138
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,020,138
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
13.8%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 

Item 1.
Security and Issuer
  
     
 
This Amendment No. 11 (the “Amendment No. 11”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of TESSCO Technologies Incorporated, a Delaware corporation (the “Company”), which has its principal executive offices at 11126 McCormick Road, Hunt Valley, Maryland 21031.  This Amendment No. 11 amends and supplements, as set forth below, the information contained in items 1, 3, 4, 5 and 6 of the Schedule 13D filed by the Reporting Persons on March 14, 2008, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on April 14, 2008, Amendment No. 2 thereto filed by t he Reporting Persons with respect to the Company on May 23, 2008, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on June 10, 2008, Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on July 9, 2008, Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on January 29, 2009, Amendment No. 6 thereto filed by the Reporting Persons with respect to the Company on July 24, 2009, Amendment No. 7 thereto filed by the Reporting Persons with respect to the Company on February 2, 2010, Amendment No. 8 thereto filed by the Reporting Persons with respect to the Company on March 5, 2010, Amendment No. 9 thereto filed by the Reporting Persons with respect to the Company on April 26, 2010 and Amendment No. 10 filed by the Reporting Persons with respect to the Company on August 5, 2010 (as so amended, the “Schedule 13D”).  All capitalized terms used here in but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 11, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 11.
 
  
Item 3.
Source and Amount of Funds or Other Consideration
  
     
 
Item 3 of the Schedule 13D is amended to read in its entirety as follows:
 
The total purchase price for the 1,020,138 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of September 21, 2010 was approximately $9,923,532, and the total purchase price for the 871,305 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $8,476,749.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary terms and conditions.  None of the s hares of Common Stock beneficially owned by the Reporting Persons currently serves as collateral for any such margin loans.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
 
  
Item 4.
Purpose of Transaction
  
     
 
Item 4 of Schedule 13D is also amended by adding the following as the tenth paragraph thereof:
 
On September 22, 2010, Discovery Equity Partners sent a letter to the Board of Directors of the Company relating to its interest in acquiring all of the remaining shares of the Company not currently owned by the Reporting Persons at a price of $15.50 per share, subject to certain conditions described in the letter.  The description of this aforementioned letter of Discovery Equity Partners contained in this Schedule 13D is qualified in its entirety by reference to the full text of such letter, which is included as Exhibit 1 to this Amendment No. 11 and is incorporated by reference herein.
  
 
 
 
 
Item 5
Interests in the Securities of the Issuer
  
     
 
Item 5 of the Schedule 13D is amended to read in its entirety as follows:
 
The information concerning percentages of ownership set forth below is based on 7,395,291 shares of Common Stock reported outstanding as of July 30, 2010 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended June 27, 2010.
 
Discovery Equity Partners beneficially owns 871,305 shares of Common Stock as of September 21, 2010, which represents 11.8% of the outstanding Common Stock.
 
Discovery Group beneficially owns 1,020,138 shares of Common Stock as of September 21, 2010, which represents 13.8% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 1,020,138  shares of Common Stock as of September 21, 2010, which represents 13.8% of the outstanding Common Stock.
 
Mr. Murphy beneficially owns 1,020,138 shares of Common Stock as of September 21, 2010, which represents 13.8% of the outstanding Common Stock.
 
Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.
 
  
 
There have been no transactions in Common Stock effected by the Reporting Persons during the past 60 days.
No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
 
  
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
  
     
 
Item 6 of the Schedule 13D is amended to read in its entirety as follows:
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 of the Schedule 13D, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 11 included as Exhibit 2 to this Amendment No. 11, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 11.
  
 
 
 
 
Item 7.
Material to Be Filed as Exhibits
  
     
 
Exhibit 1:                                Letter dated September 22, 2010 of Discovery Equity Partners to the Board of Directors of the Company.
  
     
 
Exhibit 2:                                Joint Filing Agreement dated as of September 22, 2010, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
  
     
 
Exhibit 3:                                Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
  
     
 
Exhibit 4:                                Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
  
 
 
 
 

Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
  
 
 
September 22, 2010
 
Date
 
 
DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
 
 
By:  Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy, Managing Member
 
Name/Title
   
 
 
Daniel J. Donoghue*
 
Signature
 
 
Daniel J. Donoghue
 
Name/Title
   
 
 
Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy
 
Name/Title
   
   
 
*By: /s/ Mark Buckley
 
Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
   
 
 
 
 
Exhibit Index

Exhibit 1:
  
Letter dated September 22, 2010 of Discovery Equity Partners to the Board of Directors of the Company.
     
Exhibit 2:
  
Joint Filing Agreement dated as of September 22, 2010, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
     
Exhibit 3:
  
Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008
     
Exhibit 4:
  
Power of Attorney of Michael R. Murphy, dated as of April 28, 2008
     
 
 EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
EXHIBIT 1
 
   graphic        
   
Daniel J. Donoghue
Managing Partner
1 312 265 9604
ddonoghue@thediscoverygroup.com
 
September 22, 2010

VIA FEDEX

The Board of Directors
c/o David M. Young, Corporate Secretary
TESSCO Technologies, Inc.
11126 McCormick Road
Hunt Valley, MD 21031


Dear Directors:

Discovery Group beneficially owns 1,020,138 shares of TESSCO Technologies Inc., through the funds that it manages.  These shares represent 13.8 % ownership of the Company.  Discovery Group and its principals, through a to-be-formed entity, Discovery Acquisition Corporation, are interested in acquiring all of the remaining shares of TESSCO that Discovery Group does not currently own at a price of $15.50.  This price represents a 30.8% premium to the closing price of the stock on September 21, 2010 and a 41.7% premium to the average closing price of the stock over the last thirty days.

In preparation for submitting this proposal, we have held extensive discussions with bona fide acquisition lenders and equity investors that are very interested in financing this transaction.  We are highly confident that subsequent to a standard due diligence process, we can obtain binding commitments to fully finance the purchase of the shares we do not already own.

We stand ready to immediately execute a confidentiality agreement under which to conduct our due diligence and simultaneously negotiate a merger agreement.  We would like to complete the acquisition expeditiously.  We do, however, recognize that the Board of Directors has a stewardship responsibility to ensure that a more beneficial transaction to shareholders cannot be achieved with other parties.  Therefore, we are not seeking exclusivity during this acquisition process.  We are confident in the competitiveness of our proposal, but understand that before the Board forms any conclusion as to the adequacy of our proposal, it will likely feel compelled to hire an investment banker to conduct a formal market check to verify whether there are any better potential offers.

This letter is not intended to create or constitute any legally binding obligation, liability or commitment by us regarding the proposed transaction, and there will be no legally binding contract or agreement between us unless and until a definitive merger agreement is executed.
 
 
191 N. Wacker Drive, Suite 1685, Chicago, IL 60606
 
 
 
 

TESSCO Technologies, Inc.
September 22, 2010
Page 2


We look forward to working with the Board to smoothly transition TESSCO to a private, well-financed, and long-term oriented ownership structure.


Respectfully submitted,

DISCOVERY GROUP I, LLC 
 
 
/s/ Daniel J. Donoghue
 
Daniel J. Donoghue
Managing Partner




 EX-2 3 ex2.htm EXHIBIT 2 ex2.htm
 
EXHIBIT 2
 
 
JOINT FILING AGREEMENT
 
 
The undersigned hereby agree to the joint filing of the Amendment No. 11 to Schedule 13D to which this Agreement is attached.
 
Dated:  September 22, 2010
 
 
DISCOVERY GROUP I, LLC
 
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
   
   
   
 
By   Michael R. Murphy*                                                 
 
        Michael R. Murphy
 
        Managing Member
   
   
 
Daniel J. Donoghue*                                                        
 
Daniel J. Donoghue
   
   
   
 
Michael R. Murphy*                                                          
 
Michael R. Murphy
   
   
 
*By: /s/ Mark Buckley                                                        
 
         Mark Buckley
         Attorney-in-Fact for Daniel J. Donoghue
         Attorney-in-Fact for Michael R. Murphy
   

 
 EX-3 4 ex3.htm EXHIBIT 3 ex3.htm
EXHIBIT 3
 
POWER OF ATTORNEY
 
The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
 
     
       
 
 
 /s/ Daniel J. Donoghue                                                       
    Daniel J. Donoghue  
       
       
 

 
STATE OF ILLINOIS   )    
   )  SS.  
COUNTY OF COOK  )    
 
I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
Given under my hand and notarial seal, this 28th day of April, 2008.
 
 
     
       
 
 
 /s/ Kareema M. Cruz                                                        
    Notary Public  
       
       

 
 EX-4 5 ex4.htm EXHIBIT 4 ex4.htm
EXHIBIT 4
 
POWER OF ATTORNEY
 
The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
 
 
     
       
 
 
 /s/ Michael R. Murphy                                                     
    Michael R. Murphy  
       
       

 
 
STATE OF ILLINOIS   )    
   )  SS.  
COUNTY OF COOK  )    
 

I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
Given under my hand and notarial seal, this 28th day of April, 2008.
 
     
       
 
 
 /s/ Kareema M. Cruz                                                        
    Notary Public  
       
       

 
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