-----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, U8sTEtfFIHbDPgqpoPaV227jw3KGjEzQkLEZsUU4S2uyJKxFynQUcXFSYHILhVlE PBLRsjci4skgo6Hv1akq6g== 0001104659-08-044602.txt : 20080709 0001104659-08-044602.hdr.sgml : 20080709 20080709100033 ACCESSION NUMBER: 0001104659-08-044602 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20080709 DATE AS OF CHANGE: 20080709 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: 0329 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48549 FILM NUMBER: 08944084 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 a08-18259_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

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)

 

July 8, 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 Rule 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
544,514

 

9.

Sole Dispositive Power
None.

 

10.

Shared Dispositive Power
544,514

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
544,514

 

 

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)
11.3%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2



 

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
635,399

 

9.

Sole Dispositive Power
None.

 

10.

Shared Dispositive Power
635,399

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
635,399

 

 

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)
13.1%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

3



 

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
635,399

 

9.

Sole Dispositive Power
None.

 

10.

Shared Dispositive Power
635,399

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
635,399

 

 

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)
13.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

4



 

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
635,399

 

9.

Sole Dispositive Power
None.

 

10.

Shared Dispositive Power
635,399

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
635,399

 

 

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)
13.1%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

5



 

Item 1.

Security and Issuer

 

This Amendment No. 4 (the “Amendment No. 4”) 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. 4 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 amended 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, and Amendment No. 3 filed by the Reporting Persons with respect to the Company on June 10, 2008 (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. 4, 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. 4.

 

 

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 635,399 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of July 7, 2008 was approximately $9,522,141, and the total purchase price for the 544,514 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $8,153,273.  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 terms 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 the Schedule 13D is amended by adding the following as the fourth paragraph thereto:

 

On July 8, 2008, Discovery Group sent a letter to the Board of Directors of the Company (the “Board”) explaining its votes on the matters to be presented to stockholders at the Company’s Annual Meeting of Stockholders to be held on July 24, 2008.  In the letter, Discovery Group indicated, among other things, that it had withheld its votes for the election of director nominees Robert B. Barnhill, Jr. and Benn R. Konsynski in order to express its dismay with (i) the Board’s adoption, without stockholder approval, of a “poison pill” Shareholder Rights Plan and an amendment the Company’s Bylaws to increase the percentage of consenting stockholders required to call a special stockholder meeting from 25% to 50%, (ii) the Company’s repurchase of the shares of the Company owned by a potential strategic acquirer, and (iii) what Discovery Group views as an emerging corporate governance crisis at the Company.  The description of this aforementioned letter of Discovery Group 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. 4 and is incorporated by reference herein.

 

 

Item 5.

Interest in 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 4,836,362 shares of Common Stock reported outstanding as of July 1, 2008 in the Company’s Current Report on Form 8-K dated July 7, 2008.

 

Discovery Equity Partners beneficially owns 544,514 shares of Common Stock as of July 7, 2008, which represents 11.3% of the outstanding Common Stock.

 

Discovery Group beneficially owns 635,399 shares of Common Stock as of July 7, 2008, which represents 13.1% of the outstanding Common Stock.

 

Mr. Donoghue beneficially owns 635,399 shares of Common Stock as of July 7, 2008, which represents 13.1% of the outstanding Common Stock.

 

Mr. Murphy beneficially owns 635,399 shares of Common Stock as of July 7, 2008, which represents 13.1% 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.

 

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 2 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.

 

 

 

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. 4 included as Exhibit 3 to this Amendment No. 4, 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 4 and Exhibit 5, respectively, to this Amendment No. 4.

 

 

Item 7.

Material to be Filed as Exhibits

 

Exhibit 1:                                Letter dated July 8, 2008 of Discovery Group to the Board of Directors of the Company.

 

Exhibit 2:                                List of transactions by Reporting Persons in the Company’s Common Stock

since the date of the most recent filing on Schedule 13D.

 

Exhibit 3:                                Joint Filing Agreement dated as of July 9, 2008, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

 

Exhibit 4:                                Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.

 

Exhibit 5:                                Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

 

6



 

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.

 

 

July 9, 2008

 

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

 

7



 

Exhibit Index

 

Exhibit 1

 

Letter dated July 8, 2008 of Discovery Group to the Board of Directors of the Company.

 

 

 

Exhibit 2

 

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

 

 

 

Exhibit 3

 

Joint Filing Agreement dated as of July 9, 2008, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.

 

 

 

Exhibit 4

 

Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008

 

 

 

Exhibit 5

 

Power of Attorney of Michael R. Murphy, dated as of April 28, 2008

 

8


EX-1 2 a08-18259_1ex1.htm EX-1

EXHIBIT 1

 

 

 

 

 

 

 

 

 

Daniel J. Donoghue

 

 

 

Managing Partner

 

 

 

1 312 265 9604

 

 

 

ddonoghue@thediscoverygroup.com

 

July 8, 2008

 

The Board of Directors

c/o David M. Young, Corporate Secretary

TESSCO Technologies Incorporated

11126 McCormick Road

Hunt Valley, MD  21031

 

Dear Directors:

 

Several important proposals are to be considered at the Annual Meeting of Shareholders on July 24, 2008.  Discovery Group (“Discovery”) is the largest independent shareholder of TESSCO holding 635,399 shares or approximately 13% of the common stock outstanding.  As such, we feel obliged to explain the votes we are submitting with our proxy.

 

Proposal No. 1 - Election of Directors

 

Discovery voted against (“Withhold Authority”) Messrs. Barnhill and Konsynski.  While we hold both director nominees in high professional regard, we are dismayed by the Board’s adoption on February 1, 2008 of (i) a Shareholder Rights Plan (“Poison Pill”) to prevent ownership of more than 20% of TESSCO stock, and (ii) an amendment to the Company’s Bylaws increasing the percentage of consenting stockholders that are required to call a special stockholder meeting from 25% to 50%.  We believe both these items are material to the rights and ownership value of TESSCO shares and, therefore, should have been voted upon by the stockholders.

 

We have been suspicious of the motives behind these Board actions given the circumstances under which they occurred.  The Board appears to have acted in direct response to a filing by Brightpoint, Inc. on November 19, 2007 disclosing that Brightpoint had acquired 470,000 shares, which is approximately 9.1% of the outstanding TESSCO shares.  Brightpoint, a larger distributor of wireless devices and accessories, is a logical strategic acquirer of TESSCO.  The aim of the Poison Pill seems to be to thwart any attempt by Brightpoint, or others, to acquire TESSCO regardless of the potential benefits of such a

 



 

transaction.  The Bylaw changes serve to bolster this defensive tactic by making it more difficult for shareholders to override the Poison Pill.  Our suspicions were confirmed on July 1, 2008, when TESSCO announced that management had negotiated to repurchase all Brightpoint’s shares and had extracted as consideration for such repurchase Brightpoint’s agreement that it will not seek to acquire TESSCO or any of its assets or businesses for one year.

 

This buyback of Brightpoint’s stock came as a shock to us.  Just a few weeks ago, on June 12, 2008, at a meeting at the TESSCO offices with Mr. Robert Barnhill, Chairman and Chief Executive Officer, we proposed that TESSCO conduct a share repurchase program so that any of the public shareholders seeking liquidity might have an opportunity to sell some of their shares back to the Company.  Mr. Barnhill objected to the idea on the basis of wanting to maintain financial flexibility.  Similarly, several years ago, Discovery offered to sell a block of shares back to the Company but Mr. Barnhill told us that buying our block would impinge on the Company’s financial flexibility.  Mr. Barnhill appears to be only interested in share repurchases that eliminate the threat of potential takeover.

 

All these signs point to an emerging governance crisis at TESSCO, specifically director and management entrenchment, the payment of greenmail to cement management control, and disregard for the welfare of employees, customers and shareholders.  On numerous occasions, we have spoken with Mr. Barnhill about the fact that TESSCO struggles to achieve industry standard profitability and that TESSCO is too small to attract institutional investors, high quality research coverage, and a competitive valuation in the public market.  A potential acquisition by a larger strategic suitor directly addresses these deficiencies by creating revenue and cost synergies that could make the operation more competitive for the long-term benefit of customers and employees, while potentially yielding an attractive financial gain for shareholders.

 

For those reasons, we would have expected the Board to welcome Brightpoint’s investment and to facilitate a dialogue with Brightpoint about any possible strategic alignment between the two companies.  Instead, the Board’s adoption of a Poison Pill and higher barriers for shareholders to convene a meeting only serve to stymie interaction with would-be suitors, as well as TESSCO’s current owners.   It is especially disconcerting to watch Mr. Barnhill gradually reduce his personal investment in TESSCO, while offsetting the resulting decrease in his control with these antiquated shareholder-disenfranchising maneuvers.  The proxy that TESSCO demanded from Brightpoint, allowing TESSCO management to vote all the Brightpoint shares at the upcoming Annual Meeting, further evidences how sensitive the Board has become that shareholders may be ready to rise up and vote their shares against the Board’s recommendations in protest against these recent shareholder-disenfranchising moves.

 

TESSCO’s Board is regressing toward a model of management entrenchment while most U.S. companies are updating their corporate governance to embrace improved shareholder rights.   At present only 28% of the companies in the S&P 500 have Poison Pills and that number is in decline.  Our perspective on this issue has been corroborated by ISS and Glass-Lewis, the leading proxy advisory firms.  According to its published criteria, ISS recommends AGAINST or WITHHOLD from all director nominees if the Board adopts a Poison Pill without shareholder approval or does not commit to putting it to a shareholder vote within 12 months of adoption.

 



 

As the largest independent stockholder in TESSCO we implore the Board to (i) remove the poison pill, and (ii) rescind the change to the requirements to call special stockholder meetings.  Without these changes, Discovery will not be able support the current TESSCO Board of Directors.

 

Proposal No. 2 - Extend the date through which awards may be granted under the 1994 Stock and Incentive Plan

 

Discovery voted for this proposal.  The Plan would otherwise expire in one year.  Generally, we believe that management stock incentives foster an alignment with shareholder objectives, provided that the equity awards to management are not overly dilutive to shareholders.

 

Proposal No. 3 – Increase the number shares of common stock available for award under the 1994 Stock and Incentive Plan

 

Discovery voted for this proposal with serious reservations.  Discovery conducted a historical study of the dilutive impact of the equity incentive plans at all publicly-traded small-cap companies, ($100-500 million in equity market capitalization).  For the 1400 small-cap firms we studied, we found that the median amount of equity incentives outstanding as a percentage of common shares outstanding has hovered in the 5-6% range for the past five years.  The dilution suffered by TESSCO shareholders has been meaningfully greater, currently amounting to almost 15%, including the large recent issue of Performance Stock Units.  We recently spoke with TESSCO Chief Financial Officer, Dave Young, about the implications for the company.  The difference seems to be symptomatic of TESSCO’s small size relative to its executive compensation objectives.  We understand the importance of equity incentives, and generally find the Performance Stock Unit program to be a better vehicle than standard option programs. However, given the Company’s history of exceedingly dilutive award levels, we urge the Board to exercise greater restraint with respect to future grants.  The Board should seek to bring TESSCO’s equity incentive dilution in line with comparable public companies.  This issue also highlights the challenge that TESSCO faces serving all its constituencies if it insists on remaining public and independent.

 

Proposal No. 4 – Approve the performance criteria of the 1994 Stock and Incentive Plan for the purpose of Section 162(m) of the Internal Revenue Code

 

Discovery voted for this proposal.

 

Proposal No. 5 – Ratify the appointment of Ernst & Young LLP as the independent public accounting firm

 

Discovery voted for this proposal.

 



 

If the Directors of TESSCO have any questions or comments with respect to our voting considerations, please feel free to contact us.

 

 

Respectfully Submitted,

 

 

DISCOVERY GROUP I, LLC

 

 

 

 

 

By:

/s/ Daniel J. Donoghue

 

 

Daniel J. Donoghue

 

 

Managing Member

 

 


EX-2 3 a08-18259_1ex2.htm EX-2

EXHIBIT 2

 

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 of shares on the Nasdaq National Market System.

 

Date

 

Type

 

Price

 

Shares

 

06/11/2008

 

Purchase

 

$

13.00

 

2398

 

06/11/2008

 

Purchase

 

13.23

 

100

 

06/11/2008

 

Purchase

 

13.235

 

100

 

06/11/2008

 

Purchase

 

13.24

 

200

 

06/11/2008

 

Purchase

 

13.245

 

100

 

06/11/2008

 

Purchase

 

13.25

 

3005

 

06/11/2008

 

Purchase

 

13.26

 

100

 

06/11/2008

 

Purchase

 

13.27

 

200

 

06/11/2008

 

Purchase

 

13.28

 

100

 

06/11/2008

 

Purchase

 

13.30

 

563

 

06/11/2008

 

Purchase

 

13.31

 

700

 

06/11/2008

 

Purchase

 

13.32

 

200

 

06/11/2008

 

Purchase

 

13.36

 

500

 

06/11/2008

 

Purchase

 

13.40

 

1870

 

06/11/2008

 

Purchase

 

13.46

 

100

 

06/11/2008

 

Purchase

 

13.48

 

100

 

06/12/2008

 

Purchase

 

13.00

 

525

 

06/12/2008

 

Purchase

 

13.04

 

600

 

06/12/2008

 

Purchase

 

13.05

 

3175

 

06/13/2008

 

Purchase

 

13.02

 

200

 

06/13/2008

 

Purchase

 

13.04

 

400

 

06/13/2008

 

Purchase

 

13.08

 

100

 

06/13/2008

 

Purchase

 

13.10

 

4300

 

06/13/2008

 

Purchase

 

13.158

 

100

 

06/13/2008

 

Purchase

 

13.16

 

100

 

06/13/2008

 

Purchase

 

13.165

 

100

 

06/13/2008

 

Purchase

 

13.20

 

200

 

06/13/2008

 

Purchase

 

13.205

 

100

 

06/13/2008

 

Purchase

 

13.25

 

400

 

06/13/2008

 

Purchase

 

13.34

 

200

 

06/13/2008

 

Purchase

 

13.344

 

100

 

06/13/2008

 

Purchase

 

13.3475

 

100

 

06/13/2008

 

Purchase

 

13.35

 

577

 

06/13/2008

 

Purchase

 

13.355

 

100

 

06/13/2008

 

Purchase

 

13.358

 

100

 

06/13/2008

 

Purchase

 

13.36

 

100

 

06/13/2008

 

Purchase

 

13.37

 

100

 

 



 

Date

 

Type

 

Price

 

Shares

 

06/13/2008

 

Purchase

 

$

13.38

 

300

 

06/13/2008

 

Purchase

 

13.39

 

123

 

06/13/2008

 

Purchase

 

13.40

 

200

 

06/16/2008

 

Purchase

 

13.30

 

900

 

06/16/2008

 

Purchase

 

13.33

 

900

 

06/16/2008

 

Purchase

 

13.40

 

300

 

06/16/2008

 

Purchase

 

13.42

 

600

 

06/16/2008

 

Purchase

 

13.44

 

100

 

06/16/2008

 

Purchase

 

13.58

 

113

 

06/16/2008

 

Purchase

 

13.59

 

887

 

06/16/2008

 

Purchase

 

13.66

 

200

 

06/16/2008

 

Purchase

 

13.74

 

300

 

06/17/2008

 

Purchase

 

13.10

 

100

 

06/17/2008

 

Purchase

 

13.21

 

100

 

06/17/2008

 

Purchase

 

13.24

 

100

 

06/17/2008

 

Purchase

 

13.25

 

200

 

06/17/2008

 

Purchase

 

13.30

 

100

 

06/17/2008

 

Purchase

 

13.31

 

1800

 

06/17/2008

 

Purchase

 

13.32

 

300

 

06/17/2008

 

Purchase

 

13.33

 

62

 

06/17/2008

 

Purchase

 

13.34

 

200

 

06/17/2008

 

Purchase

 

13.35

 

100

 

06/17/2008

 

Purchase

 

13.46

 

100

 

06/17/2008

 

Purchase

 

13.47

 

200

 

06/17/2008

 

Purchase

 

13.49

 

100

 

06/17/2008

 

Purchase

 

13.50

 

100

 

06/18/5008

 

Purchase

 

13.29

 

100

 

06/18/2008

 

Purchase

 

13.2925

 

500

 

06/18/2008

 

Purchase

 

13.295

 

600

 

06/18/2008

 

Purchase

 

13.32

 

400

 

06/18/2008

 

Purchase

 

13.33

 

100

 

06/18/2008

 

Purchase

 

13.34

 

261

 

06/18/2008

 

Purchase

 

13.345

 

100

 

06/18/2008

 

Purchase

 

13.35

 

381

 

06/18/2008

 

Purchase

 

13.36

 

400

 

06/18/2008

 

Purchase

 

13.37

 

400

 

06/18/2008

 

Purchase

 

13.385

 

100

 

06/18/2008

 

Purchase

 

13.39

 

258

 

06/18/2008

 

Purchase

 

13.40

 

400

 

06/18/2008

 

Purchase

 

13.4125

 

100

 

06/18/2008

 

Purchase

 

13.42

 

100

 

06/18/2008

 

Purchase

 

13.4225

 

100

 

06/18/2008

 

Purchase

 

13.45

 

100

 

06/18/2008

 

Purchase

 

13.46

 

100

 

06/18/2008

 

Purchase

 

13.47

 

100

 

 



 

Date

 

Type

 

Price

 

Shares

 

06/18/2008

 

Purchase

 

$

13.48

 

46

 

06/18/2008

 

Purchase

 

13.49

 

100

 

06/18/2008

 

Purchase

 

13.50

 

100

 

06/19/2008

 

Purchase

 

13.28

 

100

 

06/19/2008

 

Purchase

 

13.35

 

100

 

06/19/2008

 

Purchase

 

13.40

 

200

 

06/19/2008

 

Purchase

 

13.41

 

100

 

06/19/2008

 

Purchase

 

13.43

 

100

 

06/19/2008

 

Purchase

 

13.45

 

200

 

06/19/2008

 

Purchase

 

13.50

 

200

 

06/19/2008

 

Purchase

 

13.75

 

100

 

06/20/2008

 

Purchase

 

13.66

 

100

 

06/20/2008

 

Purchase

 

13.77

 

20

 

06/20/2008

 

Purchase

 

13.79

 

100

 

06/20/2008

 

Purchase

 

13.795

 

300

 

06/20/2008

 

Purchase

 

13.80

 

500

 

06/20/2008

 

Purchase

 

13.83

 

200

 

06/20/2008

 

Purchase

 

13.835

 

1300

 

06/20/2008

 

Purchase

 

13.84

 

100

 

06/20/2008

 

Purchase

 

13.845

 

500

 

06/20/2008

 

Purchase

 

13.85

 

2900

 

06/20/2008

 

Purchase

 

13.90

 

300

 

06/20/2008

 

Purchase

 

13.92

 

1500

 

06/20/2008

 

Purchase

 

13.94

 

100

 

06/20/2008

 

Purchase

 

13.95

 

2800

 

06/20/2008

 

Purchase

 

13.955

 

200

 

06/20/2008

 

Purchase

 

13.96

 

600

 

06/20/2008

 

Purchase

 

13.965

 

200

 

06/20/2008

 

Purchase

 

13.97

 

1000

 

06/20/2008

 

Purchase

 

13.98

 

200

 

06/20/2008

 

Purchase

 

13.99

 

200

 

06/20/2008

 

Purchase

 

13.995

 

100

 

06/20/2008

 

Purchase

 

14.00

 

2100

 

06/23/2008

 

Purchase

 

13.50

 

997

 

06/23/2008

 

Purchase

 

13.54

 

297

 

06/23/2008

 

Purchase

 

13.545

 

300

 

06/23/2008

 

Purchase

 

13.55

 

6406

 

06/23/2008

 

Purchase

 

13.555

 

300

 

06/23/2008

 

Purchase

 

13.58

 

200

 

06/23/2008

 

Purchase

 

13.59

 

200

 

06/23/2008

 

Purchase

 

13.5999

 

100

 

06/23/2008

 

Purchase

 

13.60

 

200

 

06/24/2008

 

Purchase

 

13.29

 

100

 

06/24/2008

 

Purchase

 

13.30

 

100

 

06/24/2008

 

Purchase

 

13.52

 

100

 

 



 

Date

 

Type

 

Price

 

Shares

 

06/24/2008

 

Purchase

 

$

13.53

 

500

 

06/24/2008

 

Purchase

 

13.54

 

201

 

06/24/2008

 

Purchase

 

13.56

 

1978

 

06/24/2008

 

Purchase

 

13.565

 

700

 

06/24/2008

 

Purchase

 

13.5699

 

100

 

06/24/2008

 

Purchase

 

13.57

 

1022

 

06/24/2008

 

Purchase

 

13.575

 

300

 

06/24/2008

 

Purchase

 

13.60

 

2200

 

06/25/2008

 

Purchase

 

13.68

 

200

 

06/25/2008

 

Purchase

 

13.6999

 

41

 

06/25/2008

 

Purchase

 

13.70

 

7343

 

06/25/2008

 

Purchase

 

13.73

 

100

 

06/25/2008

 

Purchase

 

13.735

 

116

 

06/25/2008

 

Purchase

 

13.74

 

200

 

06/25/2008

 

Purchase

 

13.75

 

1000

 

06/25/2008

 

Purchase

 

13.875

 

100

 

06/25/2008

 

Purchase

 

13.92

 

200

 

06/25/2008

 

Purchase

 

13.95

 

200

 

06/25/2008

 

Purchase

 

13.97

 

200

 

06/25/2008

 

Purchase

 

13.99

 

200

 

06/25/2008

 

Purchase

 

14.00

 

100

 

06/26/2008

 

Purchase

 

13.14

 

1100

 

06/26/2008

 

Purchase

 

13.148

 

100

 

06/26/2008

 

Purchase

 

13.15

 

100

 

06/26/2008

 

Purchase

 

13.17

 

200

 

06/26/2008

 

Purchase

 

13.20

 

500

 

06/26/2008

 

Purchase

 

13.25

 

25100

 

06/26/2008

 

Purchase

 

13.255

 

800

 

06/26/2008

 

Purchase

 

13.26

 

200

 

06/26/2008

 

Purchase

 

13.265

 

800

 

06/26/2008

 

Purchase

 

13.27

 

1000

 

06/26/2008

 

Purchase

 

13.28

 

200

 

06/26/2008

 

Purchase

 

13.29

 

100

 

06/26/2008

 

Purchase

 

13.30

 

4800

 

06/26/2008

 

Purchase

 

13.53

 

900

 

06/26/2008

 

Purchase

 

13.55

 

605

 

06/26/2008

 

Purchase

 

13.56

 

100

 

06/26/2008

 

Purchase

 

13.565

 

100

 

06/26/2008

 

Purchase

 

13.57

 

700

 

06/26/2008

 

Purchase

 

13.59

 

200

 

06/26/2008

 

Purchase

 

13.60

 

2395

 

06/27/2008

 

Purchase

 

13.40

 

32900

 

06/30/2008

 

Purchase

 

13.25

 

100

 

06/30/2008

 

Purchase

 

13.50

 

1000

 

06/30/2008

 

Purchase

 

13.57

 

200

 

 



 

Date

 

Type

 

Price

 

Shares

 

06/30/2008

 

Purchase

 

$

13.75

 

1000

 

06/30/2008

 

Purchase

 

13.77

 

3300

 

07/01/2008

 

Purchase

 

13.98

 

100

 

07/01/2008

 

Purchase

 

13.99

 

100

 

07/01/2008

 

Purchase

 

14.00

 

500

 

 


EX-3 4 a08-18259_1ex3.htm EX-3

EXHIBIT 3

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree to the joint filing of the Amendment No. 4 to Schedule 13D to which this Agreement is attached.

 

Dated:  July 9, 2008

 

 

 

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/ Marck Buckley

 

 

 

Mark Buckley

 

 

 

Attorney-in-Fact for Daniel J. Donoghue

 

 

 

Attorney-in-Fact for Michael R. Murphy

 


EX-4 5 a08-18259_1ex4.htm EX-4

EXHIBIT 4

 

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-5 6 a08-18259_1ex5.htm EX-5

EXHIBIT 5

 

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