SC 13D/A 1 a07-9953_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. 3)*

 

Ashworth, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

04516H101

(CUSIP Number)

 

Daniel J. Donoghue

Michael R. Murphy

Discovery Equity Partners, L.P.

Discovery Group I, LLC

191 North Wacker Drive, Suite 1685

Chicago, IL 60606

Telephone Number: (312) 265-9600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 3, 2007

(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.   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)

 

 

(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
599,558

 

9.

Sole Dispositive Power
None.

 

10.

Shared Dispositive Power
599,558

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
599,558

 

 

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)
4.1%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

 

2




 

CUSIP No.   04516H101

 

 

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
687,377

 

9.

Sole Dispositive Power
None.

 

10.

Shared Dispositive Power
687,377

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
687,377

 

 

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

 

 

 

 

3




 

CUSIP No.   04516H101

 

 

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
687,377

 

9.

Sole Dispositive Power
None.

 

10.

Shared Dispositive Power
687,377

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
687,377

 

 

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

 

 

4




 

CUSIP No.   04516H101

 

 

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
687,377

 

9.

Sole Dispositive Power
None.

 

10.

Shared Dispositive Power
687,377

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
687,377

 

 

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

 

 

5




 

Item 1.

Security and Issuer.

 

 

 

This Amendment No. 3 (the “Amendment No. 3”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Ashworth, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 2765 Loker Avenue West, Carlsbad, California 92010.  This Amendment No. 3 amends and supplements, as set forth below, the information contained in Items 1 and 5 of the Schedule 13D filed by the Reporting Persons with respect to the Company on September 26, 2005, as amended by an Amendment No. 1 thereto filed by the Reporting Persons on November 7, 2005 and an Amendment No. 2 thereto filed by the Reporting Persons on March 30, 2007 (as so amended, the “Original Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Original Schedule 13D.  Except as amended by this Amendment No. 3, all information contained in the Original 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. 3.

 

 

Item 5.

Interest in Securities of the Issuer.

 

 

 

Item 5 of the Original Schedule 13D is amended to read in its entirety as follows:

 

The information concerning percentages of ownership set forth below is based on 14,520,175 shares of Common Stock reported outstanding as of February 28, 2007 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended January 31, 2007.

 

Discovery Partners owns beneficially and of record 599,558 shares of Common Stock as of April 3, 2007, which represents 4.1% of the outstanding Common Stock.

 

Discovery Group beneficially owns 687,377 shares of Common Stock as of April 3, 2007, which represents 4.7% of the outstanding Common Stock.

 

Mr. Donoghue beneficially owns 687,377 shares of Common Stock as of April 3, which represents 4.7% of the outstanding Common Stock.

 

Mr. Murphy beneficially owns 687,377 shares of Common Stock as of April 3, 2007, which represents 4.7% of the outstanding Common Stock.

 

Discovery Group is the sole general partner of Discovery Partners and an investment manager of the Other Partnership, which owns less than 5% of the outstanding shares of Common Stock, and Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, all Reporting Persons share beneficial ownership of all of the shares of Common Stock reported by each of them, except that Discovery Partners does not have beneficial ownership of the shares of Common Stock owned by the Other Partnership.

 

The transactions in Common Stock effected by the Reporting Persons since the most recent filing on Schedule 13D are set out on Exhibit 4 hereto.

 

No person other than Discovery Partners and the Other Partnership 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 April 3, 2007.

 

 

Item 7.

Material to Be Filed as Exhibits.

 

 

 

Exhibit 1:

Joint Filing Agreement dated as of April 5, 2007, by and among

 

 

Discovery Equity Partners, L.P., Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

 

 

 

 




 

 

Exhibit 2:

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

 

 

 

 

Exhibit 3:

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

 

 

 

 

Exhibit 4:

List of transactions by Reporting Persons in the Company’s Common Stock 

 

 

since the most recent filing on Schedule 13D.

 

 

 




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.

 

April 5, 2007

 

Date

 

 

 

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

 

 


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

 




Exhibit Index

Exhibit 1

 

Joint Filing Agreement dated as of April 5, 2007, by and among Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

 

 

 

Exhibit 2

 

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

 

 

 

Exhibit 3

 

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

 

 

 

Exhibit 4

 

List of transactions by Reporting Persons in the Company’s Common Stock since the most recent filing on Schedule 13D.