-----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, QUr1kYJ2aTihIQKdtgQNQ+2yj0k3MgyCvDHZM3wfZxLa2LB+Ah+/vvartmVwe6wK UlTV1KA6juSFGfbWFuKZFw== 0001188112-09-002657.txt : 20091228 0001188112-09-002657.hdr.sgml : 20091225 20091228170335 ACCESSION NUMBER: 0001188112-09-002657 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20091228 DATE AS OF CHANGE: 20091228 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOMANETICS CORP CENTRAL INDEX KEY: 0000704328 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 382394784 STATE OF INCORPORATION: MI FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55893 FILM NUMBER: 091262268 BUSINESS ADDRESS: STREET 1: 1653 EAST MAPLE ROAD CITY: TROY STATE: MI ZIP: 48083 BUSINESS PHONE: 2486893050 MAIL ADDRESS: STREET 1: 1653 EAST MAPLE ROAD CITY: TROY STATE: MI ZIP: 48083 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Discovery Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 t66887_sc13d.htm SC 13D t66887_sc13d.htm  

 
UNITED STATES
OMB APPROVAL
 
SECURITIES AND EXCHANGE
COMMISSION
OMB Number:
3235-0145
 
Washington, D.C. 20549
Expires: February 28, 2009
 
SCHEDULE 13D
Estimated average burden hours per response. . 14.5
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
 
SOMANETICS CORPORATION
 (Name of Issuer)
 
Common Stock, par value $0.01 per share
 
(Title of Class of Securities)
 
834445405
 
(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)
 
December 16, 2009
(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.  834445405
 
 
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
631,737
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
631,737
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
631,737
 
 
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)
5.2%
 
 
14.
Type of Reporting Person (See Instructions)
OO

 
 
 
 

CUSIP No.  834445405
 
 
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
631,737
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
631,737
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
631,737
 
 
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)
5.2%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 
 
 

CUSIP No.  834445405
 
 
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
631,737
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
631,737
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
631,737
 
 
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)
5.2%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 
 
 

Item 1.
Security and Issuer
 
 
This statement relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Somanetics Corporation, a Michigan corporation (the “Company”), which has its principal executive offices at 1653 East Maple Road, Troy, Michigan 48083.
 
Item 2.
Identity and Background
 
 
This statement is being jointly filed by the following persons (the “Reporting Persons”):
 
Discovery Group I, LLC (“Discovery Group”) is a Delaware limited liability company primarily engaged in the business of investing in securities.
 
Daniel J. Donoghue is a Managing Member of Discovery Group and of various related entities, which is his principal occupation.
 
Michael R. Murphy is a Managing Member of Discovery Group and of various related entities, which is his principal occupation.
 
Both Mr. Donoghue and Mr. Murphy are United States citizens.
 
The business address of each of the Reporting Persons is 191 North Wacker Drive, Suite 1685, Chicago, Illinois 60606.
 
 
During the past five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
 
Item 3.
Source and Amount of Funds or Other Consideration
 
 
The total purchase price for the 631,737 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of December 27, 2009 was approximately $11,111,691.  The source of such funds was the assets of two private investment partnerships (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, and 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 4.
Purpose of Transaction
 
 
The Reporting Persons acquired beneficial ownership of the shares of Common Stock reported herein as part of their investment activities on behalf of the Partnerships.  The Reporting Persons acquired the shares of Common Stock reported herein because they believe that the trading prices of the Common Stock do not adequately reflect the potential value of the Company's underlying business and assets.
 
 
 
 
 
The Reporting Persons intend to review and evaluate their investment in the Common Stock on an ongoing basis and may, depending upon their evaluation of the business and prospects of the Company, or such other considerations as they may deem relevant, determine to increase, decrease, or dispose of their holdings of Common Stock.  As a part of such review and evaluation, the Reporting Persons may hold discussions with the Company's management and directors, other shareholders and other interested parties.
 
Except as otherwise described in this Item 4, the Reporting Persons do not have present plans or proposals that relate to or would result in any of the following (although the Reporting Persons reserve the right to develop such plans or proposals or any other plans relating to the Company and to take action with respect thereto):  (i) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business or corporate structure; (vii) changes in the Company's certificate of incorporation, bylaws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above.
 
Item 5.
Interest in Securities of the Issuer
 
 
The information concerning percentages of ownership set forth below is based on 12,088,962 shares of Common Stock reported outstanding as of September 28, 2009 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended August 31, 2009.
 
Discovery Group beneficially owns 631,737 shares of Common Stock as of December 27, 2009, which represents 5.2% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 631,737 shares of Common Stock as of December 27, 2009, which represents 5.2% of the outstanding Common Stock.
 
Mr. Murphy beneficially owns 631,737 shares of Common Stock as of December 27, 2009, which represents 5.2% of the outstanding Common Stock.
 
Discovery Group is the sole general partner of one of the Partnerships 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.
 
 
The transactions in Common Stock effected by the Reporting Persons during the past 60 days 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
 
 
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 Agreement of the Reporting Persons with respect to this Schedule 13D included as Exhibit 2 to this Schedule 13D, 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 Schedule 13D.
 
Item 7.
Material to Be Filed as Exhibits
 
 
Exhibit 1:                                List of transactions by Reporting Persons in the Company’s Common Stock
during the 60-day period preceding this filing.
 
 
Exhibit 2:                                Joint Filing Agreement dated as of December 28, 2009, by and among
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.
 
 
December 28, 2009
 
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 by Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
     
Exhibit 2
  
Joint Filing Agreement dated as of December 28, 2009, by and among 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 DURING PAST 60 DAYS
 

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days.  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
  
10/29/20091
  
Purchase
  
$15.2461
    
7800
  
10/30/20092
  
Purchase
  
14.987
    
8301
  
11/2/20093
  
Purchase
  
14.1972
    
22482
  
11/3/20094
  
Purchase
  
14.1178
    
15950
  
11/4/20095
  
Purchase
  
14.0302
    
11950
  
11/5/20096
  
Purchase
  
14.4918
    
6250
  
11/6/20097
  
Purchase
  
14.4614
    
9247
  
11/9/20098
  
Purchase
  
14.552
    
6221
  
11/10/20099
  
Purchase
  
14.4453
    
7357
  
11/11/200910
  
Purchase
  
14.4415
    
9345
  
11/12/200911
  
Purchase
  
14.2998
    
6500
  
11/13/200912
  
Purchase
  
14.1346
    
11600
  
11/16/200913
  
Purchase
  
14.9074
    
8116
  
11/17/200914
  
Purchase
  
15.1533
    
10232
  
11/18/200915
  
Purchase
  
14.5007
    
43325
  
 
1 This transaction was executed in multiple trades at prices ranging from $15.15 - 15.25
 
 
 
Date
  
Type
  
Price
    
Shares
  
11/19/200916
  
Purchase
  
$14.1705
    
33773
  
11/20/200917
  
Purchase
  
14.3192
    
8593
  
11/23/200918
  
Purchase
  
14.6034
    
11300
  
11/24/200919
  
Purchase
  
14.4886
    
8015
  
11/25/200920
  
Purchase
  
14.4133
    
19330
  
11/27/200921
  
Purchase
  
14.50
    
9321
  
11/30/200922
  
Purchase
  
14.246
    
8676
  
12/1/200923
  
Purchase
  
14.552
    
12000
  
12/2/200924
  
Purchase
  
14.5155
    
15300
  
12/3/200925
  
Purchase
  
14.431
    
14657
  
12/4/200926
  
Purchase
  
14.6667
    
6000
  
12/7/200927
  
Purchase
  
14.9687
    
4583
  
12/8/200928
  
Purchase
  
15.236
    
4182
  
12/9/200929
  
Purchase
  
15.1741
    
9420
  
12/10/200930
  
Purchase
  
15.0734
    
10043
  
12/11/200931
  
Purchase
  
15.3143
    
3700
  
12/14/200932
  
Purchase
  
15.6822
    
10703
  
12/15/200933
  
Purchase
  
15.861
    
9775
  
12/16/2009
  
Purchase
  
15.90
    
2500
  
12/17/200934
  
Purchase
  
16.2564
    
3900
  
12/18/200935
  
Purchase
  
16.3775
    
16776
  

 
 EX-2 3 ex2.htm EXHIBIT 2 ex2.htm  
EXHIBIT 2
 
JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.
 
Dated:  December 28, 2009
 
 
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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