-----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, R9autz4hAz6OuX1RXKctr23bO5ii4X1bBwIco6Y+9eG9LtqRuJzev/+/EzaEDQqz r54l3wDRgd4CpjAZXJBCWw== 0001104659-05-023902.txt : 20050516 0001104659-05-023902.hdr.sgml : 20050516 20050516172050 ACCESSION NUMBER: 0001104659-05-023902 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050516 DATE AS OF CHANGE: 20050516 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. 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: 0329 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48549 FILM NUMBER: 05836080 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 Group I, LLC CENTRAL INDEX KEY: 0001312548 IRS NUMBER: 300075077 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 920-2131 MAIL ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G/A 1 a05-9468_1sc13ga.htm SC 13G/A

 

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. 2)*

 

TESSCO Technologies, Incorporated

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

872386107

(CUSIP Number)

 

May 12, 2005

(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.  872386107

 

 

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 
356,600 Shares

 

7.

Sole Dispositive Power 
None.

 

8.

Shared Dispositive Power
356,600 Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
356,600 Shares

 

 

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)
8.5 %

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No.  872386107

 

 

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 
425,750 Shares

 

7.

Sole Dispositive Power 
None.

 

8.

Shared Dispositive Power
425,750 Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
425,750 Shares

 

 

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)
10.1 %

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

3



 

CUSIP No.  872386107

 

 

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 
425,750 Shares

 

7.

Sole Dispositive Power 
None.

 

8.

Shared Dispositive Power
425,750 Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
425,750 Shares

 

 

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)
10.1 %

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

4



 

CUSIP No.  872386107

 

 

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 
425,750 Shares

 

7.

Sole Dispositive Power 
None.

 

8.

Shared Dispositive Power
425,750 Shares

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
425,750 Shares

 

 

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)
10.1 %

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

5



 

Item 1.

 

(a)

Name of Issuer
TESSCO Technologies Incorporated

 

(b)

Address of Issuer's Principal Executive Offices
1126 McCormick Road, Hunt Valley, Maryland 21031

 

Item 2.

 

(a)

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

 

(b)

Address of Principal Business Office or, if none, Residence
Discovery Partners, Discovery Group, Mr. Donoghue, and Mr. Murphy are all located at:

Hyatt Center, 24th Floor, 71 South Wacker Drive, Chicago, Illinois  60606

 

(c)

Citizenship
Discovery Partners is an Illinois limited partnership
Discovery Group 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 $0.01 per share

 

(e)

CUSIP Number
872386107

 

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);

 

(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).

 

6



 

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:   

Discovery Partners – 356,600
Discovery Group – 425,750
Mr. Donoghue – 425,750
Mr. Murphy – 425,750

 

(b)

Percent of class:   

Discovery Partners –8.5 %
Discovery Group – 10.1 %
Mr. Donoghue – 10.1 %
Mr. Murphy – 10.1 %

The foregoing percentages are based on 4,205,904 shares of Common Stock of the Issuer identified in Item 1 outstanding as of February 4, 2005, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended December 26, 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    

Discovery Partners – 356,600
Discovery Group – 425,750
Mr. Donoghue – 425,750
Mr. Murphy – 425,750

 

 

(iii)

Sole power to dispose or to direct the disposition of   

None.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

Discovery Partners – 356,600
Discovery Group – 425,750
Mr. Donoghue – 425,750
Mr. Murphy – 425,750

 

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

The shares reported herein have been acquired on behalf of discretionary clients of Discovery Group, including Discovery Partners.  Such discretionary clients are entitled to receive all dividends from, and proceeds from the sale of, those shares.  Except for Discovery Partners, none of those discretionary clients, to the knowledge of Discovery Partners, Discovery Group, Mr. Donoghue, or Mr. Murphy, has an economic interest in more than 5% of the class.

 

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.

 

7



 

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.

 

 

May 16, 2005

 

Date

 

 

 

DISCOVERY GROUP I, LLC,

 

for itself and as general partner of

 

DISCOVERY EQUITY PARTNERS, L.P.

 

 

 

/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

 

 

 

8



 

Exhibit Index

 

Exhibit 1

Joint Filing Agreement dated as of May 16, 2005, by and between Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

 

9


EX-1 2 a05-9468_1ex1.htm EX-1

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree to the joint filing of the Amendment No. 2 to the Schedule 13G to which this Agreement is attached.

 

Dated:  May 16, 2005

 

 

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

 

 


 

-----END PRIVACY-ENHANCED MESSAGE-----