-----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, AN9Wqtr5JPmfV0kFqX6UZeYmmWAM0vx1/0VPfFdnQd/L9v7d6Sf+Zo2LiyuHcmv7 YYmRuIxOJCUGM2HS9ZTQxQ== 0001188112-10-003037.txt : 20101104 0001188112-10-003037.hdr.sgml : 20101104 20101104161537 ACCESSION NUMBER: 0001188112-10-003037 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20101104 DATE AS OF CHANGE: 20101104 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRUGSTORE COM INC CENTRAL INDEX KEY: 0001086467 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 043416255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57797 FILM NUMBER: 101165137 BUSINESS ADDRESS: STREET 1: 411 108TH AVE. NE STREET 2: SUITE 1400 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4253723200 MAIL ADDRESS: STREET 1: 411 108TH AVE. NE STREET 2: SUITE 1400 CITY: BELLEVUE STATE: WA ZIP: 98004 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 t69199_sc13da.htm SC 13D (AMENDMENT NO. 4) t69199_sc13da.htm



 
UNITED STATES
 
 
SECURITIES AND EXCHANGE
COMMISSION
 
 
Washington, D.C. 20549
 
 
 
SCHEDULE 13D
 
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
drugstore.com, inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
262241102
(CUSIP Number)
 
Michael R. Murphy
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)
 
November 1, 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.  262241102
 
 
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
7,485,289
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
7,485,289
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
7,485,289
 
 
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)
7.1%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 

 
CUSIP No.  262241102
 
 
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
8,770,956
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
8,770,956
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,770,956
 
 
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)
8.3%
 
 
14.
Type of Reporting Person (See Instructions)
OO
 
 
 

 
CUSIP No.  262241102
 
 
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
8,770,956
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
8,770,956
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,770,956
 
 
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)
8.3%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 
CUSIP No.  262241102
 
 
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
8,770,956
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
8,770,956
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,770,956
 
 
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)
8.3%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 
 
Item 1.
Security and Issuer
 
     
 
This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of drugstore.com, inc., a Delaware corporation (the “Company”), which has its principal executive offices at 411 108th Avenue NE, Suite 1400, Bellevue, WA 98004.  This Amendment No. 4 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on February 19, 2008, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on March 30, 2009, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on March 17, 2010 and Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on August 23, 2010 (as so amended, the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 4, 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. 4.
     
Item 3.
Source and Amount of Funds or Other Consideration
 
     
 
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
   
 
The total purchase price for the 8,770,956 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of November 3, 2010 was approximately $20,641,628, and the total purchase price for the 7,485,289 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $17,408,317.  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.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
     
Item 5
Interests in the Securities of the Issuer
 
   
 
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

The information concerning percentages of ownership set forth below is based on 106,019,460 shares of Common Stock reported outstanding as of August 6, 2010 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended July 4, 2010.

Discovery Equity Partners beneficially owns 7,485,289 shares of Common Stock as of November 3, 2010, which represents 7.1% of the outstanding Common Stock.

Discovery Group beneficially owns 8,770,956 shares of Common Stock as of November 3, 2010, which represents 8.3% of the outstanding Common Stock.

Mr. Donoghue beneficially owns 8,770,956 shares of Common Stock as of November 3, 2010, which represents 8.3% of the outstanding Common Stock.

Mr. Murphy beneficially owns 8,770,956 shares of Common Stock as of November 3, 2010, which represents 8.3% 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.
   
 
The transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on Schedule 13D are set out in Exhibit 1 hereto.
   
 
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 hereby 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 above, 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. 4 included as Exhibit 2 to this Amendment No. 4, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 o f 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. 4.
 
Item 7.
Material to Be Filed as Exhibits
 
     
 
Exhibit 1:                                List of transactions effected by the Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
 
     
 
Exhibit 2:                                Joint Filing Agreement dated as of November 4, 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.
 
 
November 4, 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
 
List of transactions effected by the Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
       
 
Exhibit 2
 
Joint Filing Agreement dated as of November 4, 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
 
TRANSACTIONS SINCE THE DATE OF THE MOST RECENT FILING ON SCHEDULE 13D
 

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since the date of the most recent filing on Schedule 13D.  Such transactions involved the purchase of shares on the Nasdaq National Market System. The prices reported below reflect the weighted average purchase price of the shares of Common Stock purchased on the relevant date.  The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.

Date
 
Type
 
Price
 
Shares
10/25/20101
 
Purchase
 
$1.6793
 
101100
10/26/20102
 
Purchase
 
1.6924
 
40531
10/27/20103
 
Purchase
 
1.6595
 
63571
10/28/20104
 
Purchase
 
1.6389
 
209891
10/29/20105
 
Purchase
 
1.6037
 
151644
11/01/20106
 
Purchase
 
1.5821
 
73448
11/02/20107
 
Purchase
 
1.6018
 
28417
11/03/20108
 
Purchase
 
1.6279
 
178820
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
2 This transaction was executed in multiple trades at prices ranging from $1.66 - 1.70.
3 This transaction was executed in multiple trades at prices ranging from $1.64 - 1.70.
4 This transaction was executed in multiple trades at prices ranging from $1.63 - 1.66.
5 This transaction was executed in multiple trades at prices ranging from $1.59 - 1.62.
6 This transaction was executed in multiple trades at prices ranging from $1.56 - 1.60.
7 This transaction was executed in multiple trades at prices ranging from $1.60 - 1.62.
8 This transaction was executed in multiple trades at prices ranging from $1.59 - 1.75.

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2
 
JOINT FILING AGREEMENT

 
The undersigned hereby agree to the joint filing of Amendment No. 4 to the Schedule 13D to which this Agreement is attached.
 
Dated:  November 4, 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 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
 
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
 
-----END PRIVACY-ENHANCED MESSAGE-----