0001571049-16-012383.txt : 20160229 0001571049-16-012383.hdr.sgml : 20160229 20160229162624 ACCESSION NUMBER: 0001571049-16-012383 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20160229 DATE AS OF CHANGE: 20160229 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCIQUEST INC CENTRAL INDEX KEY: 0001082526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 562127592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57459 FILM NUMBER: 161468132 BUSINESS ADDRESS: STREET 1: 3020 CARRINGTON MILL BLVD. STREET 2: SUITE 100 CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919-659-2100 MAIL ADDRESS: STREET 1: 3020 CARRINGTON MILL BLVD. STREET 2: SUITE 100 CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: SCIQUEST COM INC DATE OF NAME CHANGE: 19990914 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: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-9600 MAIL ADDRESS: STREET 1: 300 S WACKER DRIVE SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t1600118_sc13da.htm SCHEDULE 13D (AMENDMENT NO.1)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

SciQuest, Inc.
 (Name of Issuer)

 

Common Stock, par value $0.001 per share
 (Title of Class of Securities)

 

80908T101
 (CUSIP Number)

 

Michael R. Murphy
Discovery Group I, LLC
300 South Wacker Drive
Suite 600
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 25, 2016
(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. ¨

 

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. 80908T101
 
  1. Names of Reporting Persons.
Discovery Equity Partners, L.P.
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  ¨

 

  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
1,757,724
 
9. Sole Dispositive Power
None.
 
10. Shared Dispositive Power
1,757,724

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,757,724
 
  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)
6.3%
 
  14. Type of Reporting Person (See Instructions)
PN

 

 

 

 

 

CUSIP No. 80908T101
 
  1. Names of Reporting Persons.
Discovery Group I, LLC
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  ¨

 

  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
1,757,724
 
9. Sole Dispositive Power
None.
 
10. Shared Dispositive Power
1,757,724

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,757,724
 
  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)
6.3%
 
  14. Type of Reporting Person (See Instructions)
IA

 

 

 

 

CUSIP No. 80908T101
 
  1. Names of Reporting Persons.
Daniel J. Donoghue
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  ¨
 
  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
1,757,724
 
9. Sole Dispositive Power
None.
 
10. Shared Dispositive Power
1,757,724

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,757,724
 
  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)
6.3%
 
  14. Type of Reporting Person (See Instructions)
IN

 

 

 

 

CUSIP No. 80908T101
 
  1. Names of Reporting Persons.
Michael R. Murphy
 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)  ¨
    (b)  ¨
 
  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
1,757,724
 
9. Sole Dispositive Power
None.
 
10. Shared Dispositive Power
1,757,724

 

  11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,757,724
 
  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)
6.3%
 
  14. Type of Reporting Person (See Instructions)
IN

 

 

 

 

Item 1. Security and Issuer
   
  This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of SciQuest, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 3020 Carrington Mill Blvd., Suite 100, Morrisville, NC 27560. This Amendment No. 1 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 November 23, 2015 (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. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.
   
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 1,757,724 shares of Common Stock beneficially owned by the Reporting Persons as of February 26, 2016 was approximately $19,894,081. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is 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 27,850,978 shares of Common Stock outstanding as of January 31, 2016 as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
   
  Discovery Equity Partners beneficially owns 1,757,724 shares of Common Stock as of February 26, 2016, which represents 6.3% of the outstanding Common Stock.
   
  Discovery Group beneficially owns 1,757,724 shares of Common Stock as of February 26, 2016, which represents 6.3% of the outstanding Common Stock.
   
  Mr. Donoghue beneficially owns 1,757,724 shares of Common Stock as of February 26, 2016, which represents 6.3% of the outstanding Common Stock.
 
  Mr. Murphy beneficially owns 1,757,724 shares of Common Stock as of February 26, 2016, which represents 6.3% of the outstanding Common Stock.
   
  Discovery Group is the sole general partner of Discovery Equity Partners.  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 Discovery Equity Partners.
   
  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 Discovery Equity Partners 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 Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No. 1, 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. 1.

   
Item 7. Material to Be Filed as Exhibits
   
  Exhibit 1:          List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
   
  Exhibit 2:          Joint Filing Agreement dated as of February 29, 2016, 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.

 

  February 29, 2016
 

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 during the 60-day period preceding this filing.
     
Exhibit 2  

Joint Filing Agreement dated as of February 29, 2016, 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 t1600118_ex1.htm EXHIBIT 1

 

 

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 Stock Market. 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
1/6/2016   Purchase    $ 12.5000     2989
1/7/2016   Purchase    $ 12.4864 1   3389
1/8/2016   Purchase    $ 12.4882 2   10000
1/11/2016   Purchase    $ 12.4780 3   6040
1/12/2016   Purchase    $ 12.5000     7981
1/13/2016   Purchase    $ 12.4458 4   25000
1/14/2016   Purchase    $ 12.5000     45
1/15/2016   Purchase    $ 12.2197 5   30936
1/19/2016   Purchase    $ 12.3284 6   28585
1/22/2016   Purchase    $ 12.4999 7   7700
1/25/2016   Purchase    $ 12.4769 8   7522
1/26/2016   Purchase    $ 12.4950     200
1/27/2016   Purchase    $ 12.4608 9   14792
1/28/2016   Purchase    $ 12.4986 10   1063
2/2/2016   Purchase    $ 12.4852 11   10700
2/3/2016   Purchase    $ 12.4935 12   11389
2/4/2016   Purchase    $ 12.4105 13   20000
2/8/2016   Purchase    $ 12.1132 14   5800
2/9/2016   Purchase    $ 12.0111 15   5700
2/10/2016   Purchase    $ 12.0443 16   5000
2/22/2016   Purchase    $ 11.4214 17   17000
2/23/2016   Purchase    $ 11.2274 18   18967
2/24/2016   Purchase    $ 11.4780 19   15034
2/25/2016   Purchase    $ 11.6700 20   5707

 

 

1 Executed at prices ranging from 12.46 - 12.50

2 Executed at prices ranging from 12.46 - 12.50

3 Executed at prices ranging from 12.42 - 12.50

4 Executed at prices ranging from 12.35 - 12.50

5 Executed at prices ranging from 11.93 - 12.35

6 Executed at prices ranging from 12.08 - 12.49

7 Executed at prices ranging from 12.49 - 12.50

8 Executed at prices ranging from 12.46 - 12.50

9 Executed at prices ranging from 12.41- 12.50

10 Executed at prices ranging from 12.49 - 12.50

11 Executed at prices ranging from 12.45 - 12.50

12 Executed at prices ranging from 12.45 - 12.50

13 Executed at prices ranging from 12.28 - 12.50

14 Executed at prices ranging from 11.98 - 12.20

15 Executed at prices ranging from 11.96 - 12.05

16 Executed at prices ranging from 12.00 - 12.05

17 Executed at prices ranging from 11.25 - 11.55

18 Executed at prices ranging from 11.18 - 11.25

19 Executed at prices ranging from 11.17 - 11.61

20 Executed at prices ranging from 11.57 - 11.75

 

 

 

EX-2 3 t1600118_ex2.htm EXHIBIT 2

 

 

EXHIBIT 2

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree to the joint filing of the Amendment No.1 to Schedule 13D to which this Agreement is attached.

 

Dated:  February 29, 2016

 

  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 t1600118_ex3.htm EXHIBIT 3

 

 

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 t1600118_ex4.htm EXHIBIT 4

 

 

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