-----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, VueFQLTzEIvDdzzwjRyi5KADAE9kNqKfpXZY85EvAv0ebKgpSkEqctAiAJB8I4Bn TyVcxRcpDFcoO0gQLjUnIg== 0001104659-08-064872.txt : 20081020 0001104659-08-064872.hdr.sgml : 20081020 20081020171851 ACCESSION NUMBER: 0001104659-08-064872 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20081020 DATE AS OF CHANGE: 20081020 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOOKS A MILLION INC CENTRAL INDEX KEY: 0000891919 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 630798460 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43790 FILM NUMBER: 081132040 BUSINESS ADDRESS: STREET 1: 402 INDUSTRIAL LN CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059423737 MAIL ADDRESS: STREET 1: 402 INDUSTRIAL LANE CITY: BIRMINGHAM STATE: AL ZIP: 35211 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 a08-26448_2sc13da.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. 1)*

Books-A-Million, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

098570104

(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)

October 16, 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. 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. 098570104

	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 726,514

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 726,514

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 726,514

	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) 4.7%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 098570104

	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 726,514

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 726,514

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 726,514

	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) 4.7%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 098570104

	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 726,514

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 726,514

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 726,514

	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) 4.7%

	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 $0.01 per share (the “Common Stock”), of Books-A-Million, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 402 Industrial Lane, Birmingham, Alabama 35211. 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 September 18, 2008 (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 this 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. 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 726,514 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of October 17, 2008 was approximately $5,755,843. 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 15,608,834 shares of Common Stock reported outstanding as of September 8, 2008 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended August 2, 2008. Discovery Group beneficially owns 726,514 shares of Common Stock as of October 17, 2008, which represents 4.7% of the outstanding Common Stock. Mr. Donoghue beneficially owns 726,514 shares of Common Stock as of October 17, 2008, which represents 4.7% of the outstanding Common Stock. Mr. Murphy beneficially owns 726,514 shares of Common Stock as of October 17, 2008, which represents 4.7% 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 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. Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on October 16, 2008.

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 Agreement of the Reporting Persons with respect to the Schedule 13D that was included as an exhibit thereto, 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 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 October 20, 2008, 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.

	October 20, 2008
	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 October 20, 2008, 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 a08-26448_2ex1.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 or sale of shares on the Nasdaq National Market System.

Date	Type	Price	Shares
8/25/2008	Purchase	6.10	1800
8/25/2008	Purchase	6.11	100
8/25/2008	Purchase	6.12	2400
8/25/2008	Purchase	6.125	100
8/25/2008	Purchase	6.13	2200
8/25/2008	Purchase	6.1325	300
8/25/2008	Purchase	6.135	400
8/25/2008	Purchase	6.14	400
8/25/2008	Purchase	6.15	700
8/25/2008	Purchase	6.155	100
8/25/2008	Purchase	6.17	718
8/26/2008	Purchase	6.105	200
8/26/2008	Purchase	6.115	200
8/26/2008	Purchase	6.125	200
8/26/2008	Purchase	6.195	100
8/26/2008	Purchase	6.20	1300
8/26/2008	Purchase	6.25	900
9/2/2008	Purchase	6.90	2200
9/2/2008	Purchase	6.93	1000
9/4/2008	Purchase	7.00	600
9/5/2008	Purchase	6.95	100
9/5/2008	Purchase	6.97	800
9/5/2008	Purchase	6.98	200
9/5/2008	Purchase	7.00	1200
9/8/2008	Purchase	6.80	400
9/8/2008	Purchase	6.85	700
9/8/2008	Purchase	6.87	500
9/8/2008	Purchase	6.89	500
9/8/2008	Purchase	6.90	500
9/8/2008	Purchase	6.95	500
9/8/2008	Purchase	6.99	100
9/8/2008	Purchase	7.00	1800
9/9/2008	Purchase	6.92	1000
9/9/2008	Purchase	6.93	1800
9/10/2008	Purchase	6.90	100
9/10/2008	Purchase	6.95	500
9/10/2008	Purchase	6.97	300
9/10/2008	Purchase	7.00	1300

Date	Type	Price	Shares
9/11/2008	Purchase	6.85	200
9/11/2008	Purchase	6.90	1000
9/12/2008	Purchase	7.00	200
9/15/2008	Purchase	6.95	1850
9/15/2008	Purchase	6.96	1396
9/15/2008	Purchase	7.00	500
9/16/2008	Purchase	6.75	690
9/16/2008	Purchase	6.76	241
9/16/2008	Purchase	6.765	100
9/16/2008	Purchase	6.77	100
9/16/2008	Purchase	6.80	3300
9/16/2008	Purchase	6.85	3100
9/17/2008	Purchase	6.43	1000
9/17/2008	Purchase	6.45	1000
9/17/2008	Purchase	6.55	3000
9/17/2008	Purchase	6.555	200
9/17/2008	Purchase	6.56	100
9/17/2008	Purchase	6.57	100
9/17/2008	Purchase	6.575	50
9/17/2008	Purchase	6.62	100
9/17/2008	Purchase	6.625	100
9/17/2008	Purchase	6.65	500
9/17/2008	Purchase	6.655	100
9/17/2008	Purchase	6.69	2500
9/17/2008	Purchase	6.71	500
9/17/2008	Purchase	6.7125	100
9/17/2008	Purchase	6.715	100
9/17/2008	Purchase	6.72	900
9/17/2008	Purchase	6.725	200
9/18/2008	Purchase	6.185	100
9/18/2008	Purchase	6.19	39
9/18/2008	Purchase	6.195	98
9/18/2008	Purchase	6.225	100
9/18/2008	Purchase	6.23	100
9/18/2008	Purchase	6.25	693
9/18/2008	Purchase	6.255	100
9/18/2008	Purchase	6.26	500
9/18/2008	Purchase	6.27	200
9/18/2008	Purchase	6.27	200
9/18/2008	Purchase	6.35	800
9/18/2008	Purchase	6.95	10
9/18/2008	Purchase	6.985	500
9/18/2008	Purchase	6.99	2000
9/18/2008	Purchase	6.9925	100
9/18/2008	Purchase	6.995	435
9/19/2008	Purchase	7.00	500

Date	Type	Price	Shares
9/22/2008	Purchase	6.45	500
9/22/2008	Purchase	6.50	500
9/22/2008	Purchase	6.54	200
9/22/2008	Purchase	6.55	500
9/22/2008	Purchase	6.65	500
9/22/2008	Purchase	6.83	500
9/22/2008	Purchase	6.85	500
9/23/2008	Purchase	6.25	5000
9/23/2008	Purchase	6.26	1000
9/23/2008	Purchase	6.35	100
9/23/2008	Purchase	6.38	14
9/23/2008	Purchase	6.39	1486
9/23/2008	Purchase	6.40	100
9/23/2008	Purchase	6.41	100
9/23/2008	Purchase	6.4125	187
9/23/2008	Purchase	6.47	13
9/23/2008	Purchase	6.4825	100
9/29/2008	Sale	5.01	800
9/29/2008	Sale	5.02	100
9/29/2008	Sale	5.03	230
9/29/2008	Sale	5.04	400
9/29/2008	Sale	5.07	1800
9/29/2008	Sale	5.08	1400
9/29/2008	Sale	5.09	600
9/29/2008	Sale	5.10	800
9/29/2008	Sale	5.11	300
9/29/2008	Sale	5.12	1200
9/29/2008	Sale	5.14	400
9/29/2008	Sale	5.16	331
9/29/2008	Sale	5.17	169
9/29/2008	Sale	5.19	100
9/29/2008	Sale	5.20	300
9/29/2008	Sale	5.22	100
9/30/2008	Sale	5.00	800
9/30/2008	Sale	5.01	200
9/30/2008	Sale	5.02	100
9/30/2008	Sale	5.15	100
10/1/2008	Sale	5.00	299
10/2/2008	Sale	5.00	100
10/3/2008	Sale	5.00	300
10/3/2008	Sale	5.01	64
10/3/2008	Sale	5.02	100
10/3/2008	Sale	5.05	100
10/3/2008	Sale	5.11	100
10/13/2008	Sale	3.60	300
10/13/2008	Sale	3.61	1293

Date	Type	Price	Shares
10/13/2008	Sale	3.62	2400
10/13/2008	Sale	3.65	100
10/13/2008	Sale	3.655	250
10/13/2008	Sale	3.66	98
10/13/2008	Sale	3.6625	100
10/13/2008	Sale	3.665	50
10/13/2008	Sale	3.70	1000
10/13/2008	Sale	3.71	423
10/13/2008	Sale	3.74	100
10/13/2008	Sale	3.75	4000
10/13/2008	Sale	3.767	100
10/13/2008	Sale	3.77	400
10/13/2008	Sale	3.78	100
10/13/2008	Sale	3.785	100
10/13/2008	Sale	3.7925	100
10/13/2008	Sale	3.87	100
10/13/2008	Sale	3.88	400
10/13/2008	Sale	3.95	9
10/14/2008	Sale	3.78	4500
10/14/2008	Sale	3.80	1200
10/14/2008	Sale	3.82	300
10/15/2008	Sale	3.60	700
10/15/2008	Sale	3.65	3000
10/15/2008	Sale	3.70	735
10/15/2008	Sale	3.71	100
10/15/2008	Sale	3.7125	100
10/15/2008	Sale	3.72	100
10/15/2008	Sale	3.73	100
10/15/2008	Sale	3.85	900
10/15/2008	Sale	3.855	400
10/15/2008	Sale	3.86	1900
10/15/2008	Sale	3.87	200
10/15/2008	Sale	3.875	100
10/15/2008	Sale	3.88	960
10/15/2008	Sale	3.89	1100
10/15/2008	Sale	3.892	100
10/15/2008	Sale	3.90	404
10/16/2008	Sale	3.00	7137
10/16/2008	Sale	3.005	900
10/16/2008	Sale	3.01	1963
10/16/2008	Sale	3.02	3000
10/16/2008	Sale	3.04	99
10/16/2008	Sale	3.05	500
10/16/2008	Sale	3.06	300
10/16/2008	Sale	3.065	100
10/16/2008	Sale	3.07	1500

Date	Type	Price	Shares
10/16/2008	Sale	3.08	100
10/16/2008	Sale	3.09	300
10/16/2008	Sale	3.095	200
10/16/2008	Sale	3.10	1600
10/16/2008	Sale	3.105	100
10/16/2008	Sale	3.11	300
10/16/2008	Sale	3.12	100
10/16/2008	Sale	3.13	100
10/16/2008	Sale	3.15	1600
10/16/2008	Sale	3.155	100
10/16/2008	Sale	3.16	100
10/16/2008	Sale	3.18	1700
10/16/2008	Sale	3.185	600
10/16/2008	Sale	3.19	3200
10/16/2008	Sale	3.20	100
10/17/2008	Sale	2.81	100
10/17/2008	Sale	2.90	7000
10/17/2008	Sale	2.905	200
10/17/2008	Sale	2.91	2100
10/17/2008	Sale	2.915	200
10/17/2008	Sale	2.92	200
10/17/2008	Sale	2.925	200
10/17/2008	Sale	2.94	100
10/17/2008	Sale	2.95	1000
10/17/2008	Sale	2.975	100
10/17/2008	Sale	2.98	100
10/17/2008	Sale	2.985	100
10/17/2008	Sale	2.9875	100
10/17/2008	Sale	2.99	100
10/17/2008	Sale	3.00	21505
10/17/2008	Sale	3.005	300
10/17/2008	Sale	3.0075	100
10/17/2008	Sale	3.01	1800
10/17/2008	Sale	3.025	100
10/17/2008	Sale	3.05	116

EX-2 3 a08-26448_2ex2.htm EX-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: October 20, 2008

	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 a08-26448_2ex3.htm EX-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 a08-26448_2ex4.htm EX-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

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