0001188112-11-000665.txt : 20110328 0001188112-11-000665.hdr.sgml : 20110328 20110328163345 ACCESSION NUMBER: 0001188112-11-000665 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110328 DATE AS OF CHANGE: 20110328 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRUGSTORE COM INC CENTRAL INDEX KEY: 0001086467 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 043416255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57797 FILM NUMBER: 11715903 BUSINESS ADDRESS: STREET 1: 411 108TH AVE. NE STREET 2: SUITE 1400 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4253723200 MAIL ADDRESS: STREET 1: 411 108TH AVE. NE STREET 2: SUITE 1400 CITY: BELLEVUE STATE: WA ZIP: 98004 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 t70155_sc13da.htm SC 13D (AMENDMENT NO. 6) t70155_sc13da.htm



 
UNITED STATES
 
 
SECURITIES AND EXCHANGE
COMMISSION
 
 
Washington, D.C. 20549
 
 
 
SCHEDULE 13D
 
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
drugstore.com, inc.
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
262241102
(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)
 
March 24, 2011
(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.  262241102
 
 
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
None.
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
None.
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
None.
 
 
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)
0.0%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 

 
CUSIP No.  262241102
 
 
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
None.
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
None.
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
None.
 
 
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)
0.0%
 
 
14.
Type of Reporting Person (See Instructions)
OO
 
 
 

 
CUSIP No.  262241102
 
 
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
None.
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
None.
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
None.
 
 
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)
0.0%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 
CUSIP No.  262241102
 
 
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
None.
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
None.
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
None.
 
 
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)
0.0%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 
 
Item 1.
Security and Issuer
 
     
 
This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of drugstore.com, inc., a Delaware corporation (the “Company”), which has its principal executive offices at 411 108th Avenue NE, Suite 1400, Bellevue, WA 98004.  This Amendment No. 6 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 February 19, 2008, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on March 30, 2009, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on March 17, 2010, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on August 23, 2010, Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on November 4, 2010 and Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on November 22, 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. 6, 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. 6
     
Item 3.
Source and Amount of Funds or Other Consideration
 
     
 
Item 3 of the Schedule 13D is hereby deleted because the Reporting Persons own no shares of the Common Stock.
     
Item 5
Interests in the Securities of the Issuer
 
   
 
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

The Reporting Persons own no shares of the Common Stock and do not have voting or dispositive power with respect to any shares of the Common Stock.

The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.

Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on March 24, 2011.
 
 
 

 
 
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 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. 6 included as Exhibit 2 to this Amendment No. 6, 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. 6.
 
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 March 28, 2011 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.
 
 
March 28, 2011
 
 
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 March 28, 2011, 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
 
TRANSACTIONS DURING THE PAST 60 DAYS
 
The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the 60-day period preceding this filing.  Such transactions involved the sale of shares on the Nasdaq National Market System.  The prices reported below reflect the weighted average sale price of the shares of Common Stock sold 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
3/24/20111
 
Sale
 
$3.7990
 
10,240,763

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2
 
JOINT FILING AGREEMENT

 
The undersigned hereby agree to the joint filing of Amendment No. 6 to the Schedule 13D to which this Agreement is attached.
 
Dated:  March 28, 2011
 
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 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
 
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