-----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, IgtUT8Fgp6vxgzhhUc7nzt5fJ+MAsTPmPDY2bX7YIRk15tbF+JMkptoTQwlLrP7d O+BTpRyonrFpAAWdx3qSzQ== 0001188112-10-002009.txt : 20100805 0001188112-10-002009.hdr.sgml : 20100805 20100805101642 ACCESSION NUMBER: 0001188112-10-002009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100805 DATE AS OF CHANGE: 20100805 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESSCO TECHNOLOGIES INC CENTRAL INDEX KEY: 0000927355 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 520729657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48549 FILM NUMBER: 10993040 BUSINESS ADDRESS: STREET 1: 11126 MCCORMICK ROAD CITY: HUNT VALLEY STATE: MD ZIP: 21031 BUSINESS PHONE: 4102291000 MAIL ADDRESS: STREET 1: 11126 MCCORMICK ROAD CITY: HUNT VALLEY STATE: MD ZIP: 2121031 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 t68645_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 10) t68645_sc13da.htm


 
 
 
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
OMB APPROVAL
 
OMB Number:
3235-0145
 
 
Expires: February
28, 2009
 
 
SCHEDULE 13D
Estimated average
burden hours per
response. . 14.5
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
 
TESSCO Technologies Incorporated
(Name of Issuer)
 
Common Stock, $0.01 par value per share
(Title of Class of Securities)
 
872386107
(CUSIP Number)
 
 Daniel J. Donoghue
 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)
 
August 5, 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.  872386107
         
 
1.
Names of Reporting Persons.
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)
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
871,305
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
871,305
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
871,305
 
 
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)
11.6%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 

 
 
         
CUSIP No.  872386107
         
 
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
1,020,138
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,020,138
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,020,138
 
 
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)
13.5%
 
 
14.
Type of Reporting Person (See Instructions)
OO
 
 
 

 
 
         
CUSIP No.  872386107
       
 
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
1,020,138
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,020,138
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,020,138
 
 
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)
13.5%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 
 
         
CUSIP No.  872386107
       
 
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
1,020,138
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,020,138
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,020,138
 
 
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)
13.5%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 
 
Item 1.
Security and Issuer
   
 
This Amendment No. 10 (the “Amendment No. 10”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of TESSCO Technologies Incorporated, a Delaware corporation (the “Company”), which has its principal executive offices at 11126 McCormick Road, Hunt Valley, Maryland 21031.  This Amendment No. 10 amends and supplements, as set forth below, the information contained in items 1, 3, 4, 5 and 6 of the Schedule 13D filed by the Reporting Persons on March 14, 2008, as amende d by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on April 14, 2008, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on May 23, 2008, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on June 10, 2008, Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on July 9, 2008, Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on January 29, 2009, Amendment No. 6 thereto filed by the Reporting Persons with respect to the Company on July 24, 2009, Amendment No. 7 thereto filed by the Reporting Persons with respect to the Company on February 2, 2010, Amendment No. 8 thereto filed by the Reporting Persons with respect to the Company on March 5, 2010 and Amendment No. 9 thereto filed by the Reporting Persons with respect to the Company on April 26, 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. 10, 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. 10.
   
Item 3.
Source and Amount of Funds or Other Consideration
   
 
Item 3 of the Schedule 13D is amended to read in its entirety as follows:
 
The total purchase price for the 1,020,138 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of August 4, 2010 was approximately $9,923,532, and the total purchase price for the 871,305 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $8,476,749.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnerships with a broker on customary ter ms and conditions.  None of the shares of Common Stock beneficially owned by the Reporting Persons currently serves as collateral for any such margin loans.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
   
Item 4.
Purpose of Transaction
   
 
Item 4 of Schedule 13D is also amended by adding the following as the ninth paragraph thereof:
 
On August 5, 2010, Discovery Equity Partners sent a letter to the Nominating and Governance Committee of the Board of Directors of the Company.  The letter relates to (i) the voting results at the Company’s 2010 Annual Meeting of Stockholders with respect to the shareholder proposal presented by Discovery Equity Partners requesting that the Board of Directors declassify the Board and thereby require all directors to stand for election on an annual basis rather than staggering their individual elections to occur once every three years and (ii) the failure of the Board to have acted on that proposal.  The description of this aforementioned letter of Discovery Equity Partners contained in this Schedule 13D is qualified in its entirely by reference to the full text of such letter, which is included as Exhibit 1 to this Amendment No. 10 and is incorporated by reference herein.
 
 
 

 
 
Item 5
Interests in the 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 7,541,649 shares of Common Stock reported outstanding as of June 4, 2010 in the Company’s Current Report on Form 8-K, filed on July 30, 2010.
   
  Discovery Equity Partners beneficially owns 871,305 shares of Common Stock as of August 4, 2010, which represents 11.6% of the outstanding Common Stock.
   
  Discovery Group beneficially owns 1,020,138 shares of Common Stock as of August 4, 2010, which represents 13.5% of the outstanding Common Stock.
   
  Mr. Donoghue beneficially owns 1,020,138  shares of Common Stock as of August 4, 2010, which represents 13.5% of the outstanding Common Stock.
   
  Mr. Murphy beneficially owns 1,020,138 shares of Common Stock as of August 4, 2010, which represents 13.5% 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 may be deemed to 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.
   
  There have been no transactions in Common Stock effected by the Reporting Persons during the past 60 days. 
   
 
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 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 of the Schedule 13D, 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. 10 included as Exhibit 2 to this Amendment No. 10, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securiti es Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 10.
 
Item 7.
Material to Be Filed as Exhibits
   
 
Exhibit 1:               Letter dated August 5, 2010 of Discovery Equity Partners to the Nominating and Governance Committee of the Board of Directors of the Company.
   
 
Exhibit 2:               Joint Filing Agreement dated as of August 5, 2010, 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.
   
 
August 5, 2010
 
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:
 
Letter dated August 5, 2010 of Discovery Equity Partners to the Nominating and Governance Committee of the Board of Directors of the Company.
     
Exhibit 2:
 
Joint Filing Agreement dated as of August 5, 2010, 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 ex1.htm EXHIBIT 1 ex1.htm

EXHIBIT 1
 
  graphic
   
 
Daniel J. Donoghue
Managing Partner
1 312 265 9604
ddonoghue@thediscoverygroup.com
 
August 5, 2010
 
Mr. Daniel Okrent, Chairman
Mr. Benn R. Konsynski
Mr. Dennis J. Shaughnessy
Nominating and Governance Committee
TESSCO Technologies Incorporated
c/o Corporate Secretary
11126 McCormick Road
Hunt Valley, Maryland 21031
 
Dear Sirs:
 
At the Annual Meeting of Shareholders, held on July 28, 2010, our firm submitted a proposal requesting that the Board of Directors declassify the Board and thereby require all directors to stand for election on an annual basis rather than staggering their individual elections to occur once every three years.
 
A majority of the shares voted at the Annual Meeting were voted in favor of the proposal.  Specifically, 3,265,477 votes were cast for the proposal and 2,927,413 votes were cast against the proposal.   Given that the Board of Directors recommended that shareholders vote against the proposal, we assume that almost all of the votes cast against the proposal were the 2,619,619 shares held by Directors and named executive officers plus presumably some shares held by other officers and employees. That, in itself, speaks volumes about the disenfranchisement of Tessco’s shareholders that has eroded value and resulted in the Company being shunned by the institutional investment community.
 
Despite this nearly unanimous statement by Tessco’s non-management shareholders, the Board of Directors failed to act on the shareholder mandate at the subsequent Board meeting, other than to refer the matter to the Nominating and Governance Committee “to study the issue.”  It is remarkable that the Board feels the need to “study the issue” given that we submitted the proposal for consideration in February 2010 and the Board developed and published a lengthy position statement against the proposal prior to the vote.
 
We believe the Board is stalling.  If that is the case, it will be yet another instance of management and director entrenchment.  Nevertheless, to assist the Nominating and Governance Committee in its study, we refer you to the well-researched positions taken by RiskMetrics, the leading proxy advisor to Wall Street’s largest professional investment organizations.  RiskMetrics opposes the use of staggered elections, contending that “the only real motive for board classification is to make it more difficult to change control of the board.”
 
191 N. Wacker Drive, Suite 1685, Chicago, IL 60606
 
 
 

 
 
TESSCO Nominating and Governance Committee
Augest 5, 2010
Page 2
 
RiskMetrics also states: “A classified board can (1) delay a takeover desired by shareholders but opposed by management, and (2) prevent bidders from even approaching a target company if they do not want to wait more than a year to gain majority control. Shareholders lose in both cases, and management has less incentive to keep shares fully valued if the directors’ board seats are secure.”  This specific concern is particularly relevant at Tessco, given our documented suspicions that acquisition overtures from large strategic suitors have been rebuffed several times by management, forsaking the opportunity to restore shareholder value.
 
It is incumbent upon you, the members of the Nominating and Governance Committee, to lead the Board to adopt this proposal immediately.  By delaying the adoption of this proposal, you allow Tessco to continue to operate counter to the best practices in U.S. corporate governance.  Further, you will undermine the ability of the company’s owners to potentially propose an alternative slate of directors for next year’s shareholder meeting.  We think inaction can only be interpreted as part of an attempt to hold onto your seats, and your accompanying six-figure compensation.  Most importantly, your failure to act expeditiously on this matter will be in direct conflict to the expressed desires of Tessco’s shareholders and, as such, will demonstrate a lack of regard for your duties to them and will constitute an affront to good corporate stewardship.
 
Respectfully submitted,
 
THE DISCOVERY GROUP
 
/s/ Daniel J. Donoghue 
 
Daniel J. Donoghue
 
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. 10 to Schedule 13D to which this Agreement is attached.
 
Dated:  August 5, 2010
 
  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 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  
 
GRAPHIC 6 img001.jpg GRAPHIC begin 644 img001.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`+P#2`P$1``(1`0,1`?_$`(@```$%`0$``P`````` M``````D`!@<("@4$`0(#`0$!`0```````````````````0(0```&`@$#`P(# M!`@'``````(#!`4&!P$("0`1$A,4%18*(2(7,2,D-D%",S0U-U@986*BHU56 M)Q$!`0$``@(#``,```````````$1(3%!46%Q`H$20O_:``P#`0`"$0,1`#\` MW\=!0K=CDEU;T)A4IE]TR*1OCA#6AAD$BK^J8RJL*P&*/2EX''HW)92SMQQ# M=`XJ_/Q8D2-UD"QJ;5:L(B"3QFXR#H`)6WSB6ALII3*[(CE-S'6".V;=,!HN MOMG-3LVLM"85_N9IY&:)A[,[JVJM[:>+2.JMMOT)SL\M,9*IM3=D#8Y*" M&WW:"0PZ2$`\SF"6QIV3H7MA-]M M'(\@>7-^W%U?9D<=.=$[\8YWS5Z(QG5,BM0@>$CDF42@M4C6-:Y(:2>28`)I M1I8@"#@6,XZ&5-M87!4UV1S$PINSJ^M>)Y482?4M<3&/39B`LRD2K\HC72-N M#DB)6A1+B#1$B'@T)9P!9#C`L=PZ<^L>O*IC:B8VC/(96T02*42)5*I]*&.' M1M,L&FN;*ADWJ#DL!IH`%C,QD.,YS^'0 M>6[]C]?]:(ZVR[8>ZZLH^+O#J%C:'^U9U&X(TNCR,@U5AK;ETD<6XA:O]J0, MS)10A#P6'(LX[8[]!TJ;O:EMB8?FPJ&M:OKC@F'9]6E=^/1$:I+;/ M7*UY(K6C;D4<@%S5]*7]>P0YS MABY5J^B*8F\C6@">?*:L/W7U7(L9$[G1]9"CKYK(J1)'Q/Y84-"EL')0J"'( M@8<@&2+&#`F8R#./+\.ABW3V^,L997:22-X:X_'6!L7/3Z_/;@D:F5E9VQ*: MMTI$DB%9;$T78LL7H MUC@AB\$MR`2Z1+4#>4`Y>N2,D?D#@Y*4:$DP(SC0%9`4$6,BSC&>@]<4V2UU MGDR.KJ#7Y2TSL%,<\IE$%BEIP:13(A1'##"9"0=&&A]6/91S$<4,*P(B,"2B M#G!F`YQGH.;-]J=8JRE3C!K)V+HRNYHT(FUR2CSFEP4LLA M?FYQ*0N128P1!V2_3-P6+QSGQSV#T5UL_K9<$G/A52;`4M:JQ=D=>*@D*" M)6U>].U=)W1F^HFN/V-9<,A#PYL/O3FW+PW-\F>6Q2N;0.!`R!'%!&`)H?'. M<9_#H.?56T^LUZOS[%J4V%I.W)+&/&LQS*;AKR,'B(P/!.3B\#[>8>X-Q7M1K`@AS)8B[8^AD5?R5Y M<8Y')TKM^O4\.D$A:,*1.S"R28Z0@9'5Y:PHSLJ$I!YAY&"A^80^(NP1S_N# M:'?ZT-5_\>^E_P#/VK?\?_\`&?S3_>/^G_CTRKE<[?O9"3ZQ:QV7.*OCA<]O MI?%Y*TT)6H%S4D7S.QB(V[/@5!9;P>G0GL4`CK2OD[YDT999;(S*A"&'/CW( MR6::RBZ:]7:UR7FFAKO8E4;SO4AM>KI':KFEB5826\%JE*?7T1W'85\;BS`N MFXXU&2E%8MTJ/=H:RM*XHDLAI-)RI3WZ7Z/7[E?8=FD.Q?%]K5#QC9FF(S!% M;TIA/MOAE$=6NTP@T'KYJ>8X4<`IK/:6=N><)"\D>EDA1YIS!$BQD3Q3Q1;9 M1OQISKOI47`]MV%NN]SD\Z>JWK/5-#$6"U[+O=>^+4ZQC8(;53L$WYA`!<_Y M3&+5!8423(?'U?4\"LYC/YZ"(K>IB>*?]7^3%CK22:L5S(WQJC:^B:NM:Q;1 MK6E[`8V9M=DNMMO1E8D+;;79;*<2W.(NLKP(1-8V0^)DC428F;%1^=-<]-AF MMU\0G:&@J?V(KD_UH7QBP&,L:A,J5-I,A;"%JIBWFJKB#\6FS?'MN5HI M$2=>YK:&Q&:SO6N:0(!`X-?\0RLA3R&/RZ!L2EIAKHJ6I$BM`'`T@,'FKRSA M&`.3E&X0G/%:R+9KV`VE7LEAMFP:(6)$'!O,4KXG.XTR2Z-K5+;CY!N/6,;^ MB<6I2>WKTY9Y(QE"R4<6$8,X$'&<1`&OMAJMK2-<8-?65'J^A3'8D^L"[T4W MGC3&&5OF,N0QJXYFTQU!(Y*E1%/+RWL+:D+)1$*#C"4I8>Q80]\][>UO:,.: M-EV8M3`XRM-F-MJ]P8FEHD))!"]&-J'AK68-,.("`0C2P2E"=D4;C/ M(1]QW<6MFVG_`-1U[TEH",V51&OLC6'JJM/LYP9Z/>'6:R6(``4TRQU"=8:@ M9I#B%02:2E3%#`806,H5\'4'RF''UJ?*KKU]V';Z?A,"N'6V4K9!`9Q741B< M1>UC0XP28P!;`9.M;6,"AY@@VV9FJBT.1`]LO2D&DC+Q@P)D308ON==F+@J+ M7S6*A:OFSQ6T?VYO8VL+AF#$L-:%YU7HVUN*>X<*0(T2MV86^3FR0LU:-,T-)'+OKU*N/\`>#=S%PUZI1Y"/-,P,>!330N?MD[ELJ_M`;CJ.^Y*LN%H MHN^9E0<>73TXR4G.56?0<-5$P=W+?/?X5:5*E4C4`+;30)<]R2@!Q: M55NLJWJ_B&^X7=V1=#(1%--#DF,-* MB1MB\H],VJ$3>!%(VL)A&`$%!+=Q>X(QP^T?3=QSO9SE6043#*_>]I[BES)K M8,->1>,O\0UGKT":OTL@:ALR?!"-ROV:,3Q*7=:FSYNY2U,,PX\.<"ROI+Z# MG^Y?A]>-&UG$!8"JF&:PW]]V.>&Z;,;#"8H\3NXXQ%9E02EJK%5EZPWIY@%> M6Z+4+8VNJP+?@YQ,!D10#C190@AO&T]UA9'(7M^\1GCL#HBY4A15)0J&?,U? M$J%9ONS M:_@CAQMM-BK8=$#[#9[[JR*LU@K8ZT'3!EC3LEFRQS86^5&(C'UO8%ZP@!RA M(2<$@TP`1B`(6,9Z0BD&N++$-W.6G3)-IS1Y/'G(>/&J(=*-O$LOC,3I*W;\ MCC^=$UBB#-%95:I<$L[A;P@P'!SRYK\IS6^3%J!E=_:`/+TTX\C?'70O)-KU M(:5N2/MQ9I.HFZYDDT"_\`H@U0_DS] M//\`(&K_`.2O_7OY8_N7_<_YNHSM9^^7_;MJNO;73ZMZ'V`J%3KS'T-J0G=* M1I)Q5:\Y)6UG22MV>Q($QHG]\3/X9H]5Q$G1"$]L"2:6F=#"<*BP'GA%5G"= MM_-XM)=Y=?YQJU+<5>OJN8)VKV[V\VC$&F5Q9Y8%Q3A'Y-#DK2J<4K"\LBE, M7Z)GN3`&)S#DQQ0B#3`&3;Z3;Z9P]M-<8;*I=J78E5;)8N1QH(ZHJG/B,ZMF M,S68@J&%S4;TS*8HJ)]HY/*B*?*JL'(/$Y08A\?0\A$X+RV\Z2W+KJVOOUN% M"-NP79K/IX>\DUI#IO6-96#:=!3Q_EJ8B9GIOJ2?PTTI8SCASJ>-``#4;DHT MXI((SU0?Q)I6$S.R9)V)`BYH%&R.F5OZ6[F<:NQE9QVQ:HD-7L M9\K&`PN.RMRC$\S%Y"C?F*8%IG/!A*AW$:>3ZX\B-[A'>/:\>Q4^#Z^J*K2I M%&G;%+IM&X[%Y!#5^OD5NZ/3",3(Y%8U402;VS"&YYE<+B"&3@BNQSM,4J+T MQG'B(&6`K(TV$V1394V7IH7Z#/U(^++=I;R<'U%-;7\C&V:;8);KA)_JVA=?*=IYNI>@H4^$/;4^IW)_12"56?,I\<>N M8T)JC"Y>688-&4#)N4V/;]--%QNUIN)]K:0,]$2.N(E9+B6G2-$@M:)22<0Q MN1GG@+=SEL9BPM(;_`$3V@<-G=+[2J*:L$[J:+518>K&T<@LZ.U6U.L+> MI6^L5R5A+Z^13%3%9@L*D.&MV;O@,D.J0`#3E7J)TP2HQ45D6UM!=\EV"MM;&8U]&UO')5*,B,S#ZTC2AQ>G=)%&#US"B3URTY2JQG` M\@(QC!0;2U#6Z?$_)K3VSB/(OIG?IVLN[,'C!4:C2FEM-\''6>OG*3<]^T/;.[ETZN5A M6FNF94C8L(//)*. M--]4`!%S@X63Y%^/>E>2G71UU_N0QU8S$KJ5,*VL.."[22L[$;VUS:VF5MJ8 M9Q"-Z2!1.ZA,N;%6?;+DAXP]RC@DJ"1+B@T4U?YP8I4:?4%/MSIXXU8VQ8BO MF?=5]K>UGW;-)!T[,-&`2^HW21**J?IX6G]-L+>EC^:+)(,KCR5"L?Y+P<"0 MZ&:-TOQXZWQ/6NC2GD^-L:M?(9%)9*N$XR:=3I^`E^IIF_GX\4Q*UW,1E!+3 M)P%I4:4DH@D&"RP]1.U*^:OBJ4\I5'U7%(=,VFNK:I^TVV4166O6%Q:`4(E. M4D=M:/B6-:5:XH5Y\="2Z-HRRA@-=F=*0;DHDXP\FRXLN"UUU`HS5=?P:L86 MW@:H?740C4%BK87X^#?'(FS(F%D1!\`@#G"9M0%@[XQCOV_9U$!NY0.,#8[? MR^=5K7@NQ--T\P:>S9/:55L\BI:93R0NU@F/4-?G(XE-:<@@E4N"2:<(8TY&2XB#^8CCCO#E`I MB/ZY1&\:LI>I2),QSZ4JY#5,LG=AN4PC.'M*RDLCTW6;%(XU1<2!\'E20K5.,9KJ76A$*;E*RIKKK M-O,4DQV)RJOE5K$R@](D:LX3+2ECZN)5EK%6`!3^*3VXT;R,)[")@3*FF;K# M7&T"XPE)D+U&6![9X&KF06\(%K@S1ETDCY(&^,FNO[*50$_Y!*1#_>= M1`2=&^+K;S4'=39;;9SV4UTG*7SL* M.GA<)2>6`;P2]@]#`<"#D>//-78/3U$9./N16^K=>":%V$EFJ%4735=K3&,U M'?K@^1HU.[1Q/$;3@UUM+TB=VHA.4%XG,.BTLC!QIZI`<>0YX`)08$("@V+. M3,VR^V]XN9G"6:]Z"N6;:UPJ6,"&3M1S/,V2Q:7+B!CJ^HL:A^XENT=.WO89'!U%PU56%N MS."HX4`R/,D`-.4S*'1X#@["1&RDUS-++6F'`5^Q*!^X2B-,+ZGZMZ3]6[(_ M;C\VCW1F&DER3B'UJU[0N6JCQ#"7*-'35R27D]4^Z-3@X2F2Q^,)T#DX6(WU M.F0I"E1J?^*3IG$D9@#@$#SU;^8M_,UJ;18T\4Z$-NX%,O(M@E5PLL>BM"II M'+0,:1YNRTWM!6\'KIR;F%6W)6Q[CUC.H4ST2>(X]O\`9K!C%@!'<$QG^N7D M\."G4]]URUHM)]F5VKMEG"V=CK,DT.N9[(6X5RJO(88V5/'']N*>7%_<&YJE M*^!+G=&$M>H3'H5R=07XY-%CHM&_Z#.')-V]R>2'?38'130VQ6G4NB-0E9D6 MVBVN<84S6-;[Y.,O+RQ9B=%,3N:ZUZS)CW2.KD6%KL`Q<$"90M`$H1)28ZKQ M.UAX'2W*CJ9LYK&V!VUEO(%JC9L@E\#OMON"K:G@MAT.D^EG:71ZWT%@0%'' M5$J;!O[,%FRWJ2!Y*]\4666;DS!R8W&0U,_TZVQ.8''( M#7PQH2&N2%R2>Y,!DP!HQ>`&+D:M=B[TA.LE$6WL%8RPM'"Z@@,DGCYYJDZ, MU>4PMQRM(QMYRH021/$B<`DH$)>>^3EBDHL.,B%C&8SV`SJDWI!0)$O6(6N:W%,+/3O[],'R0.2/.0H4@F1*!O M)"+VY!RD>"KPO$2CQE\DNQ$NW)V)XK]YTL'?-FM9V11((W?<%3_2C/L%"$AD M7/3OCC7F2 MF1T_`=S-HJNU365OFA:-G;96!TG;C_?V7'I#+HPLD[\X'FI##3FQF=8P4YG;&:AO7$?) M:S-L05E4N)H-Y`_`=#9(&L1QHRI@*3FD.6[V_P`:).$D7J^.3L>?41DLU7V[ MY;]A=?\`D[NXCD;4,\FXXYQ,4K'%7[6_7@V"W''ZO13*0OJ"7J6Z"M\EC*R3 MMD*&G)&W*\^@8I[?FSV,!6K(TJ\36XDZWUT$H;:*S8XP1>?S]%,6^5M\4(<$ MD84NT(GLG@Q[TPHG1:YKV]M?`QW"L*._D.UFV6IW5VW4CS(\4 MQK"<6_LFP%I?,J['D*FOUC*5F4LNK[W90GR7J(*RKS)&P.2].G.%A*E3)2KX M:\;Y&DWC'JH]:3!X<1F..$#:TT.<ZW8X(0JGL=?%47K+.2CLEA;U1"DQ.M-&D4&I\Z MO;=[1>GXZ%?*#<5;077BS'U)QW.E["V1V[B$7?H:9&X19,PK=E=2G1%)X@UL M4).V3N%B,-)DL?@.'.-00]V(6*`(G$TXG+I.NVW:#0J+UK"HA7<(:$T?AD#C M###8FQ(\F92LT;C+6E9F1K3B.&8<(E`VHBB@Y&(0\X#W%G.>^>HAT]!CRIE? M(.!3DRW1EVR]=RU-Q\[VSQ+-89MA%6&2S:'U)*E\MG\OC,+LSX1$]/K8IPIG M#JVJ,&$Y4#RG2JT^%"<:@1%[:[AV1?;]_P!F>9NF:HU%Y+MJ+LTTL>'2NW[0 M:ZEB\1DD2I^PFY0K?XM5#A,C:!525XE!<&N"M))+%GG'F1T0LS>RM M"<1@SUYR4H8LX++$,P6`90C/M5,-C>CS!QS\NND=:2"SJX@T$KK6WD^KLF!2 M^2/T(L11'J_7S:6Q>/V,S%R"-O*Y9(?1<5Y9SX7XK6=L ME'*GYA^,6Z8=0LS4N46V`KYZ0UU(WICE,".163`)(G?8JAEC#,(\V2EC0(;) MAR5.ZE'(`'91X-R5W\BQY=5.J$WQ/\I]'Z.:ML&A7)8J5Z2;%:D-[M$"6*TX MQ+4#%9E;)'!>YQR9P:2(6Y[:)6N4D*ADC*0FB"X^)2EO`<0HQ@M2S>8>?'+2 MUB[<\OFT/,3])22%:HRJL$]*ZJNDS:BXG*[H;F]I@,1<[)2PY00EDC?`#28* MN/;U;PG3+%P7)-@O&0)C`@>,/&)4^XA)LR"5?HQMI!JO?[8C.EF]-5;`6E'H MQDT3NGAS(C=D)*S):=&X*2FY2^J4J(U2`DT*4Q64,P."O,8$)Z1?NWR;:Q!8'[`]K5$.@,^7H#QGO MT&UV7=`][UZ7=9'14T$V:_P!L;?UU/7A;$WBI5#''T3TVV2K> M[]*KMI@:H"M&:>[*<$HP%G@,&0`!>7CX6]?"0HQQ_<,D0B^MLHWWW7UTV" M+!G5-N\-'=+XI7%:1;&O'Z7_`*.X1"Q"OT9S%,UM\=@XSS^F,PC.8QE'[CS[ M^U_)Y]^_X]^HB4N@70/C MY?UNW;\>W0>)B^E_!3],_`^GYE^\^"^/\/4\1>E[GX_\//Q[^/E^/;OVZ#O= M`N@70-E]^CO6)^IOIGW'HC]O\[\7ZWM_+]YZ/R'Y_1\_V^/Y>_[>@<97I>D7 MZ/I^CZ8/2]+Q]+TO''I^GX?E]/Q[=NWX=N@^1^'@/U/'T_$7GY]O#P[9\O/R M_+X^/[>_X=N@;K%](>:CZ9^F_4\"O=_!?&>?I]Q^C[CX_P#-X>7EX^7X=^_; 8^GH')T"Z!=`N@70+H%T"Z!=`N@70?__9 ` end
-----END PRIVACY-ENHANCED MESSAGE-----