-----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, Vv/voNUKrrKBmpVIvAp7LIbW5vCLUl2EgvrN6SBmPHtlnwE4T40uT9ft2IQNzBxP +xfWxIPSb2Tq2GZjzG1zng== 0001104659-08-006621.txt : 20080201 0001104659-08-006621.hdr.sgml : 20080201 20080201165217 ACCESSION NUMBER: 0001104659-08-006621 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20080201 DATE AS OF CHANGE: 20080201 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MEDICAL ALERT CORP CENTRAL INDEX KEY: 0000700721 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 112571221 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38635 FILM NUMBER: 08569210 BUSINESS ADDRESS: STREET 1: 3265 LAWSON BLVD CITY: OCEANSIDE STATE: NY ZIP: 11572 BUSINESS PHONE: 5165365850 MAIL ADDRESS: STREET 1: 3265 LAWSON BLVD CITY: OCEANSIDE STATE: NY ZIP: 11572 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 a08-4491_1sc13da.htm SC 13D/A

 

 

 

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. 2)*

 

American Medical Alert Corp.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

027904101

(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)

 

January 30, 2008

(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 Rule 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.   027904101

 

 

1.

Names of Reporting Persons. I.R.S Identification Nos. of above persons (entities only)
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)
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
Illinois

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
None.

 

8.

Shared Voting Power
740,406

 

9.

Sole Dispositive Power
None.

 

 

10.

Shared Dispositive Power
740,406

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
740,406

 

 

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)
7.9%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

2



 

CUSIP No.   027904101

 

 

1.

Names of Reporting Persons. I.R.S Identification Nos. of above persons (entities only)
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
861,418

 

9.

Sole Dispositive Power
None.

 

 

10.

Shared Dispositive Power
861,418

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
861,418

 

 

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)
9.2%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

3



 

CUSIP No.   027904101

 

 

1.

Names of Reporting Persons. I.R.S Identification Nos. of above persons (entities only)
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
861,418

 

9.

Sole Dispositive Power
None.

 

 

10.

Shared Dispositive Power
861,418

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
861,418

 

 

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)
9.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

4



 

CUSIP No.   027904101

 

 

1.

Names of Reporting Persons. I.R.S Identification Nos. of above persons (entities only)
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
861,418

 

9.

Sole Dispositive Power
None.

 

 

10.

Shared Dispositive Power
861,418

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
861,418

 

 

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)
9.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

5


 

 

 

 


 

Item 1.                                   Security and Issuer

 

                                                                        This Amendment No. 2 (the “Amendment No. 2”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of American Medical Alert Corp., a New York corporation (the “Company”), which has its principal executive offices at 3265 Lawson Boulevard, Oceanside, New York 11572.  This Amendment No. 2 amends and supplements, as set forth below, the information contained in items 1, 3 and 5 of the Schedule 13D filed by the Reporting Persons on November 23, 2007, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on January 8, 2008 (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. 2, 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. 2.

 

Item 3.                                   Source and Amount of Funds or Other Consideration

 

                                                                        The first sentence of Item 3 of the Schedule 13D is amended to read in its entirety as follows:

 

      60;                                                                  The total purchase price for the 861,418 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of January 31, 2008 was approximately $7,026,070, and the total purchase price for the 740,046 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $6,033,717.

 

Item 5.                                   Interest in 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 9,383,611 shares of Common Stock reported outstanding as of November 12, 2007 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended September 30, 2007.

 

                                                                        Discovery Equity Partners beneficially owns 740,406 shares of Common Stock as of January 31, 2008, which represents 7.9% of the outstanding Common Stock.

 

                                                                        Discovery Group beneficially owns 861,418 shares of Common Stock as of January 31, 2008, which represents 9.2% of the outstanding Common Stock.

 

                                                                        Mr. Donoghue beneficially owns 861,418 shares of Common Stock as of January 31, 2008, which represents 9.2% of the outstanding Common Stock.

 

                                                                        Mr. Murphy beneficially owns 861,418 shares of Common Stock as of January 31, 2008, which represents 9.2% 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 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.

 

6



 

                                                                        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 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 February 1, 2008, by and among Discovery Equity Partners, L.P., Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

 

                                                                        Exhibit 3:                        Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006.

 

                                                                        Exhibit 4:                        Power of Attorney of Michael R. Murphy, dated as of August 24, 2006.

 

7



 

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 1, 2008

 

 

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/ Robert M. McLennan

 

 

Robert M. McLennan
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy

 

8



 

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 February 1, 2008, by and among Discovery Equity Partners, L.P., Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

 

 

 

Exhibit 3

 

Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006

 

 

 

Exhibit 4

 

Power of Attorney of Michael R. Murphy, dated as of August 24, 2006

 

 

 

 

9


EX-1 2 a08-4491_1ex1.htm EX-1

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.

 

Date

 

Type

 

Price

 

Shares

1/8/2008

 

Purchase

 

$

6.98

 

500

1/8/2008

 

Purchase

 

6.99

 

100

1/8/2008

 

Purchase

 

7.00

 

1500

1/8/2008

 

Purchase

 

7.02

 

1500

1/9/2008

 

Purchase

 

6.75

 

500

1/9/2008

 

Purchase

 

6.79

 

3000

1/9/2008

 

Purchase

 

6.95

 

500

1/10/2008

 

Purchase

 

6.78

 

1000

1/10/2008

 

Purchase

 

6.80

 

600

1/11/2008

 

Purchase

 

6.47

 

100

1/11/2008

 

Purchase

 

6.50

 

400

1/11/2008

 

Purchase

 

6.68

 

1000

1/11/2008

 

Purchase

 

6.70

 

500

1/11/2008

 

Purchase

 

6.72

 

100

1/11/2008

 

Purchase

 

6.75

 

1800

1/14/2008

 

Purchase

 

6.35

 

200

1/14/2008

 

Purchase

 

6.39

 

400

1/14/2008

 

Purchase

 

6.40

 

5400

1/15/2008

 

Purchase

 

6.63

 

100

1/15/2008

 

Purchase

 

6.635

 

200

1/15/2008

 

Purchase

 

6.65

 

1700

1/15/2008

 

Purchase

 

6.5999

 

500

1/15/2008

 

Purchase

 

6.60

 

300

1/15/2008

 

Purchase

 

6.55

 

500

1/17/2008

 

Purchase

 

6.55

 

500

1/18/2008

 

Purchase

 

6.50

 

1200

1/22/2008

 

Purchase

 

6.45

 

700

1/22/2008

 

Purchase

 

6.46

 

100

1/22/2008

 

Purchase

 

6.47

 

200

1/22/2008

 

Purchase

 

6.55

 

500

1/23/2008

 

Purchase

 

6.15

 

580

1/23/2008

 

Purchase

 

6.17

 

920

1/23/2008

 

Purchase

 

6.30

 

1000

1/24/2008

 

Purchase

 

6.05

 

400

1/24/2008

 

Purchase

 

6.06

 

500

1/24/2008

 

Purchase

 

6.10

 

300

1/24/2008

 

Purchase

 

6.13

 

1000

1/24/2008

 

Purchase

 

6.15

 

1500

1/24/2008

 

Purchase

 

6.25

 

1700



 

Date

 

Type

 

Price

 

Shares

1/25/2008

 

Purchase

 

$

6.08

 

200

1/25/2008

 

Purchase

 

6.11

 

1000

1/25/2008

 

Purchase

 

6.12

 

100

1/25/2008

 

Purchase

 

6.14

 

300

1/28/2008

 

Purchase

 

6.25

 

500

1/28/2008

 

Purchase

 

6.30

 

1500

1/28/2008

 

Purchase

 

6.44

 

200

1/29/2008

 

Purchase

 

6.40

 

300

1/29/2008

 

Purchase

 

6.46

 

100

1/29/2008

 

Purchase

 

6.65

 

100

1/29/2008

 

Purchase

 

6.75

 

2000

1/30/2008

 

Purchase

 

6.62

 

93753

1/30/2008

 

Purchase

 

6.70

 

200

 


EX-2 3 a08-4491_1ex2.htm EX-2

EXHIBIT 2

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree to the joint filing of the Schedule 13D to which this Agreement is attached.

 

Dated:  February 1, 2008

 

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/ Robert M. McLennan

 

 

 

Robert M. McLennan

 

 

 

Attorney-in-Fact for Daniel J. Donoghue

 

 

 

Attorney-in-Fact for Michael R. Murphy

 

 


EX-3 4 a08-4491_1ex3.htm EX-3

EXHIBIT 3

 

POWER OF ATTORNEY

 

The undersigned, Daniel J. Donoghue, hereby appoints Robert M. McLennan 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 24th day of August, 2006.

 

 

/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 24th day of August, 2006.

 

/s/ Kareema M. Cruz

Notary Public

 


EX-4 5 a08-4491_1ex4.htm EX-4

 

EXHIBIT 4

 

POWER OF ATTORNEY

 

The undersigned, Michael R. Murphy, hereby appoints Robert M. McLennan 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 24th day of August, 2006.

 

 

/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 24th day of August, 2006.

 

/s/ Kareema M. Cruz

Notary Public

 

 


-----END PRIVACY-ENHANCED MESSAGE-----