-----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, BYgPxwrwk+7PQmtRbN80UeO2hv1uzlG1A2Pg2LBNZw1huD1UQB0eV+jx5PjAx+Fr 9nNdkq7YDSuttBaP2j3J/Q== 0001104659-04-028597.txt : 20040928 0001104659-04-028597.hdr.sgml : 20040928 20040927194858 ACCESSION NUMBER: 0001104659-04-028597 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040928 DATE AS OF CHANGE: 20040927 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY 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 13G BUSINESS ADDRESS: STREET 1: US BANC PIPER JSFFRAY DISCOVERY GP I LLC STREET 2: 233 SOUTH WACKER DRIVE SUITE 3620 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129202135 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASHWORTH INC CENTRAL INDEX KEY: 0000820774 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 841052000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41392 FILM NUMBER: 041048094 BUSINESS ADDRESS: STREET 1: 2765 LOKER AVE WEST CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604386610 MAIL ADDRESS: STREET 1: 2765 LOKER AVENUE WEST CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER GOLF INC DATE OF NAME CHANGE: 19920703 SC 13G 1 a04-10971_1sc13g.htm SC 13G

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Ashworth, Inc.

(Name of Issuer)

 

Common Shares

(Title of Class of Securities)

 

04516H101

(CUSIP Number)

 

September 17, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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.  04516H101

 

 

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)

 

 

Not Applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
679,429

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
679,429

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
679,429

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.1%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2


 

 

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)

 

 

Not Applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
679,429

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
679,429

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
679,429

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3


 

 

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)

 

 

Not Applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
679,429

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
679,429

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
679,429

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4


 

 

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)

 

 

Not Applicable.

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None.

 

6.

Shared Voting Power
679,429

 

7.

Sole Dispositive Power
None.

 

8.

Shared Dispositive Power
679,429

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
679,429

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.1%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5


 

Item 1.

 

(a)

Name of Issuer
Ashworth, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
2765 Loker Ave. West, Carlsbad, California 92008

 

Item 2.

 

(a)

Name of Person Filing

Discovery Equity Partners, L.P.  (“Discovery Equity Partners”)
Discovery Group I, LLC, the general partner of Discovery Equity Partners (“General Partner”)
Daniel J. Donoghue, a Managing Member of General Partner
Michael R. Murphy, a Managing Member of General Partner

 

(b)

Address of Principal Business Office or, if none, Residence

Discovery Equity Partners, General Partner, Mr. Donoghue, and Mr. Murphy are all located at:
233 South Wacker Drive, Suite 3620 Chicago, Illinois  60606

 

(c)

Citizenship

Discovery Equity Partners is an Illinois limited partnership
General Partner is a Delaware limited liability company
Mr. Donoghue and Mr. Murphy are U.S. citizens

 

(d)

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

 

(e)

CUSIP Number
04516H101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable.

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

6


 

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

7


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

679,429

 

(b)

Percent of class:   

5.1% (upon the basis of 13,461,502 shares outstanding as of September 9, 2004, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2004)

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

None

 

 

(ii)

Shared power to vote or to direct the vote    

679,429

 

 

(iii)

Sole power to dispose or to direct the disposition of   

None

 

 

(iv)

Shared power to dispose or to direct the disposition of   

679,429

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Not Applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

8


 

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.

 

 

DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.

 

 

 

September 27, 2004

 

Date

 


/S/ MICHAEL R. MURPHY

 

Signature

 


Michael R. Murphy, Managing Member

 

Name/Title

 


/S/ DANIEL J. DONOGHUE

 

Signature

 


Daniel J. Donoghue

 

Name/Title

 


/S/ MICHAEL R. MURPHY

 

Signature

 


Michael R. Murphy

 

Name/Title

 

9


 

Exhibit Index

 

Exhibit 1

 

Joint Filing Agreement dated as of September 27, 2004, by and between Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

 

10

 EX-1 2 a04-10971_1ex1.htm EX-1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

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

 

Dated:  September 27, 2004

 

 

DISCOVERY GROUP I, LLC,

 

for itself and as general partner of

 

DISCOVERY EQUITY
PARTNERS, L.P.

 

 

 

 

 

By

/s/ Michael R. Murphy

 

 

 

Michael R. Murphy

 

 

Managing Member

 

 

 

 

 

/s/ Daniel J. Donoghue

 

 

Daniel J. Donoghue

 

 

 

 

 

/s/ Michael R. Murphy

 

 

Michael R. Murphy

 

1

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