American Medical Alert Corp - Statement of Beneficial Ownership (SC 13D)
November 23 2007 - 10:28AM
Edgar (US Regulatory)
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UNITED STATES
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OMB APPROVAL
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SECURITIES AND EXCHANGE
COMMISSION
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OMB Number:
3235-0145
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Washington, D.C. 20549
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Expires: February 28, 2009
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SCHEDULE 13D
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Estimated average burden hours per response. . 14.5
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Under the Securities
Exchange Act of 1934
(Amendment No. )*
American
Medical Alert Corp.
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of
Securities)
(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)
(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.
027904101
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Discovery Equity Partners, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of
Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
542,943
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
542,943
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
542,943
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
5.8%
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14.
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Type of Reporting Person
(See Instructions)
PN
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2
CUSIP No.
027904101
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Discovery Group I, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
628,710
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
628,710
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
628,710
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
6.7%
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14.
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Type of Reporting Person
(See Instructions)
OO
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3
CUSIP No.
027904101
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Daniel J. Donoghue
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
628,710
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
628,710
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
628,710
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
6.7%
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14.
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Type of Reporting Person
(See Instructions)
IN
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4
CUSIP No.
027904101
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Michael R. Murphy
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
628,710
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
628,710
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
628,710
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
6.7%
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14.
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Type of Reporting Person
(See Instructions)
IN
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5
Item 1.
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Security and Issuer
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This statement relates to the Common Stock, par
value $0.01 per share (the
Common Stock
),
of American Medical Alert Corp., a New York corporation (the
Company
), which has its principal
executive offices at 3265 Lawson Boulevard, Oceanside, New York 11572.
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Item 2.
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Identity and Background
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This statement is being jointly filed by the
following persons (the
Reporting Persons
):
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Discovery Equity
Partners, L.P. (
Discovery Equity
Partners
) is an Illinois limited partnership primarily engaged in
the business of investing in securities.
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Discovery Group I, LLC
(
Discovery Group
) is a Delaware
limited liability company primarily engaged in the business of investing in
securities.
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Daniel J. Donoghue is a
Managing Member of Discovery Group and of various related entities, which is
his principal occupation.
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Michael R. Murphy is a
Managing Member of Discovery Group and of various related entities, which is
his principal occupation.
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Both Mr. Donoghue and
Mr. Murphy are United States citizens.
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The business address of
each of the Reporting Persons is 191 North Wacker Drive, Suite 1685, Chicago,
Illinois 60606.
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During the past five
years, none of the Reporting Persons have been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration
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The total purchase price for the 628,710 shares of
Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and
Murphy as of November 23, 2007 was approximately $5,407,846, and the total
purchase price for the 542,943 shares of Common Stock beneficially owned by
Discovery Equity Partners was approximately $4,658,624. 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 or brokers on customary terms and conditions. The Partnerships are the legal owner of all
of the Common Stock beneficially owned by Discovery Group and Messrs.
Donoghue and Murphy.
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6
Item 4.
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Purpose of Transaction
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The Reporting Persons
acquired beneficial ownership of the shares of Common Stock reported herein
as part of their investment activities on behalf of the Partnerships. The Reporting Persons acquired the shares
of Common Stock reported herein because they believe that the trading prices
of the Common Stock do not adequately reflect the potential value of the
Company's underlying business and assets.
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The Reporting Persons
intend to review and evaluate their investment in the Common Stock on an
ongoing basis and may, depending upon their evaluation of the business and
prospects of the Company, or such other considerations as they may deem
relevant, determine to increase, decrease, or dispose of their holdings of
Common Stock. As a part of such review
and evaluation, the Reporting Persons may hold discussions with the Company's
management and directors, other shareholders and other interested parties.
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Except as otherwise
described in this Item 4, the Reporting Persons do not have present plans or
proposals that relate to or would result in any of the following (although
the Reporting Persons reserve the right to develop such plans or proposals or
any other plans relating to the Company and to take action with respect
thereto): (i) the acquisition by any
person of additional securities of the Company, or the disposition of securities
of the Company; (ii) an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Company or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (iv) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on
the board; (v) any material change in the present capitalization or dividend
policy of the Company; (vi) any other material change in the Companys
business or corporate structure; (vii) changes in the Company's certificate
of incorporation, bylaws, or instruments corresponding thereto or other
actions that may impede the acquisition of control of the Company by any
person; (viii) causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (x) any action similar to any
of those enumerated above.
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Item 5.
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Interest in Securities of the Issuer
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The information
concerning percentages of ownership set forth below is based on 9,383,611
shares of Common Stock reported outstanding as of November 12, 2007 in the
Companys most recent Quarterly Report on Form 10-Q, for the period ended
September 30, 2007.
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Discovery Equity
Partners beneficially owns 542,943 shares of Common Stock as of November 23,
2007, which represents 5.8% of the outstanding Common Stock.
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Discovery Group
beneficially owns 628,710 shares of Common Stock as of November 23, 2007,
which represents 6.7% of the outstanding Common Stock.
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Mr. Donoghue
beneficially owns 628,710 shares of Common Stock as of November 23, 2007,
which represents 6.7% of the outstanding Common Stock.
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Mr. Murphy beneficially
owns 628,710 shares of Common Stock as of November 23, 2007, which
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7
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represents 6.7% of the
outstanding Common Stock.
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Discovery Group is the
sole general partner of Discovery Equity Partners and has sole discretionary
investment authority with respect to the other Partnerships 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 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.
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The transactions in
Common Stock effected by the Reporting Persons during the past 60 days are
set out in
Exhibit 1
hereto.
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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.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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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 above, the
Joint Filing Agreement of the Reporting Persons with respect to this Schedule
13D included as
Exhibit 2
to this Schedule 13D, 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 Schedule 13D.
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Item 7.
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Material to Be Filed as Exhibits
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Exhibit 1: List of transactions by Reporting Persons
in the Companys Common Stock during the 60-day period preceding this filing.
Exhibit 2: Joint Filing Agreement dated as of
November 23, 2007, by and among Discovery Equity Partners, L.P., Discovery
Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 3: Power of Attorney of Daniel J. Donoghue,
dated as of August 24, 2006.
Exhibit 4: Power of Attorney of Michael R. Murphy,
dated as of August 24, 2006.
8
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.
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November 23, 2007
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Date
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DISCOVERY GROUP I, LLC,
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for itself and as general partner of
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DISCOVERY EQUITY PARTNERS, L.P.
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By: Michael R. Murphy*
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Signature
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Michael R. Murphy,
Managing Member
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Name/Title
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Daniel J. Donoghue*
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Signature
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Daniel J. Donoghue
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Name/Title
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Michael R. Murphy*
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Signature
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Michael R. Murphy
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Name/Title
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*By: /s/ Robert M.
McLennan
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Robert M. McLennan
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Attorney-in-Fact for
Daniel J. Donoghue
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Attorney-in-Fact for
Michael R. Murphy
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9
Exhibit
Index
Exhibit 1
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List of transactions by
Reporting Persons in the Companys Common Stock during the 60-day period
preceding this filing.
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Exhibit 2
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Joint Filing Agreement
dated as of November 23, 2007, by and among Discovery Equity Partners, L.P.,
Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 3
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Power of Attorney of
Daniel J. Donoghue, dated as of August 24, 2006
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Exhibit 4
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Power of Attorney of
Michael R. Murphy, dated as of August 24, 2006
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10
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