-----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, DribH5zoGON52JldVW3tqPJBQLMtYtKhYFwzXkUc8jLVrsmZTIMpzPWWM9VvOhiP zcNVBAaGQ0lBZm1Ya78Nsg== 0001188112-10-001035.txt : 20100421 0001188112-10-001035.hdr.sgml : 20100421 20100421155637 ACCESSION NUMBER: 0001188112-10-001035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100421 DATE AS OF CHANGE: 20100421 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CYBEX INTERNATIONAL INC CENTRAL INDEX KEY: 0000060876 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 111731581 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32835 FILM NUMBER: 10761796 BUSINESS ADDRESS: STREET 1: 10 TROTTER DRIVE CITY: MEDWAY STATE: MA ZIP: 02053 BUSINESS PHONE: 5085334300 MAIL ADDRESS: STREET 1: 10 TROTTER DRIVE CITY: MEDWAY STATE: MA ZIP: 02053 FORMER COMPANY: FORMER CONFORMED NAME: LUMEX INC DATE OF NAME CHANGE: 19920703 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/A 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/A 1 t67831_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 5) t67831_sc13da.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. 5)*
 
Cybex International, Inc.

(Name of Issuer)
 
Common Stock, $0.10 par value per share

(Title of Class of Securities)
 
23252E106

(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)

April 19, 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. 23252E106
 
 
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
763,828
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
763,828
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
763,828
 
 
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)
4.5%
 
 
14.
Type of Reporting Person (See Instructions)
OO
 
 
 

 
 
CUSIP No. 23252E106
 
 
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
763,828
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
763,828
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
763,828
 
 
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)
4.5%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 
 
CUSIP No. 23252E106
 
 
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
763,828
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
763,828
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
763,828
 
 
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)
4.5%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 

Item 1.
Security and Issuer
   
 
This Amendment No. 5 to Schedule 13D (“ Amendment No. 5”) relates to the Common Stock, par value $0.10 per share (the “Common Stock”), of Cybex International, Inc., a New York corporation (the “Company”), which has its principal executive offices at 10 Trotter Drive, Medway, Massachusetts 02053.  This Amendment No. 5 amends and supplements, as set forth below, the information contained in items 1, 2, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on April 9, 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 January 5, 2010, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on March 3, 2010 and Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on March 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. 5, 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. 5.
   
Item 2.
Identity and Background
   
 
Item 2 of the Schedule 13D is hereby amended to read in its entirety as follows:
   
  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
   
 
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
 
 

 
 
 
The total purchase price for the 763,828 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of April 20, 2010 was approximately $2,612,875.  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 5.
Interest in 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 17,120,383 shares of Common Stock reported outstanding as of March 19, 2010 in the Company’s Proxy Statement on Schedule 14A, filed on March 25, 2010.
   
 
Discovery Group beneficially owns 763,828 shares of Common Stock as of April 20, 2010, which represents 4.5% of the outstanding Common Stock.
   
 
Mr. Donoghue beneficially owns 763,828 shares of Common Stock as of April 20, 2010, which represents 4.5 % of the outstanding Common Stock.
   
 
Mr. Murphy beneficially owns 763,828 shares of Common Stock as of April 20, 2010, which represents 4.5% 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 since the date of the most recent filing on Schedule 13D are set out in Exhibit 1 hereto.
 
 
 
Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on April 14, 2010.
   
 
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. 5 included as Exhibit 2 to this Amendment No. 5, and the Powers of Attorney gra nted 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. 5.
 
 
 

 
 
Item 7.
Material to Be Filed as Exhibits
   
 
Exhibit 1:       List of transactions by 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 April 21, 2010, 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.

 
April 21, 2010
 
 
Date
 
     
  DISCOVERY GROUP I, LLC,  
     
 
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 since the date of the most recent filing on Schedule 13D.
   
Exhibit 2
Joint Filing Agreement dated as of April 21, 2010, 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 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 sale of shares on the Nasdaq National Market System. The prices reported below reflect the weighted average sale price of the shares of Common Stock sold 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
3/23/20101
 
Sale
$1.5558
 
4500
3/24/2010
   
Sale
1.5500
 
1397
3/25/20102
 
Sale
1.5522
 
4500
3/26/2010
   
Sale
1.6000
 
13400
3/29/2010
   
Sale
1.6000
 
1800
3/30/20103
 
Sale
1.6005
 
4500
3/31/20104
 
Sale
1.6552
 
8520
4/1/20105
 
Sale
1.6557
 
1767
4/5/20106
 
Sale
1.6033
 
3000
4/6/20107
 
Sale
1.6657
 
10000
4/12/20108
 
Sale
1.6005
 
12400
4/13/2010
   
Sale
1.5800
 
8947
4/14/20109
 
Sale
1.6146
 
19411
4/15/201010
 
Sale
1.6480
 
18600
4/16/201011
 
Sale
1.6618
 
20000
4/19/201012
 
Sale
1.7010
 
11900
4/20/2010
   
Sale
1.6000
 
16000


1 This transaction was executed in multiple trades at prices ranging from $1.55 - 1.56.
2 This transaction was executed in multiple trades at prices ranging from $1.55 - 1.57.
3 This transaction was executed in multiple trades at prices ranging from $1.60 - 1.615.
4 This transaction was executed in multiple trades at prices ranging from $1.65 - 1.66.
5 This transaction was executed in multiple trades at prices ranging from $1.65 - 1.66.
6 This transaction was executed in multiple trades at prices ranging from $1.60 - 1.615.
7 This transaction was executed in multiple trades at prices ranging from $1.625 - 1.68.
8 This transaction was executed in multiple trades at prices ranging from $1.60 - 1.61.
9 This transaction was executed in multiple trades at prices ranging from $1.60 - 1.635.
10 This transaction was executed in multiple trades at prices ranging from $1.63 - 1.65.
11 This transaction was executed in multiple trades at prices ranging from $1.65 - 1.68.
12 This transaction was executed in multiple trades at prices ranging from $1.70 - 1.71.
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. 5 to Schedule 13D to which this Agreement is attached.
 
Dated:  April 21, 2010
 
 
DISCOVERY GROUP I, LLC
 
       
 
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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