- Amended Statement of Beneficial Ownership (SC 13D/A)
01 November 2008 - 1:17AM
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:
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Washington, D.C. 20549
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3235-0145
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SCHEDULE 13D
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Expires: February
28, 2009
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Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Estimated average
burden hours per
response. . 14.5
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(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.
88650Q100
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1.
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Names of Reporting Persons.
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)
WC
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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
1,642,479
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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
1,642,479
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,642,479
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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)
8.3%
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14.
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Type of Reporting Person
(See Instructions)
PN
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2
CUSIP No.
88650Q100
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1.
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Names of Reporting Persons.
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
1,908,463
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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
1,908,463
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,908,463
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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)
9.7%
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14.
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Type of Reporting Person
(See Instructions)
OO
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3
CUSIP No.
88650Q100
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1.
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Names of Reporting Persons.
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
1,908,463
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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
1,908,463
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,908,463
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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)
9.7%
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14.
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Type of Reporting Person
(See Instructions)
IN
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4
CUSIP No.
88650Q100
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1.
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Names of Reporting Persons.
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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|
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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
1,908,463
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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
1,908,463
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
1,908,463
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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)
9.7%
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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 Amendment No. 4 to
Schedule 13D (
Amendment No. 4
) relates to the
Common Stock, par value $0.01 per share (the
Common
Stock
), of Tier Technologies, Inc., a Delaware corporation (the
Company
), which has its principal executive offices at
10780 Parkridge Boulevard, Suite 400, Reston Virginia 20191. 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 with respect to
the Company on May 12, 2008, as amended by Amendment No. 1 thereto filed by
the Reporting Persons on August 20, 2008, Amendment No. 2 thereto filed by
the Reporting Persons on September 9, 2008 and Amendment No. 3 thereto filed
by the Reporting Persons on October 20, 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.
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Item 3.
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Source and Amount of Funds or Other
Consideration
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Item 3 of the Schedule 13D is hereby amended to read
in its entirety as follows:
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The total purchase
price for the 1,908,463 shares of Common Stock beneficially owned by
Discovery Group and Messrs. Donoghue and Murphy as of October 30, 2008 was
approximately $15,977,206, and the total purchase price for the 1,642,479
shares of Common Stock beneficially owned by Discovery Equity Partners was
approximately $13,761,104. 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. 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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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is hereby amended by
adding the following as the fifth paragraph thereof:
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On October 28, 2008,
Discovery Equity Partners received a letter dated October 27, 2008 from the
Vice President and General Counsel of the Company stating that the Company
had no record of having received the shareholder proposal submitted by
Discovery Equity Partners under SEC Rule 14a-8 for inclusion in the Companys
proxy statement for the Companys 2009 Annual Meeting of Stockholders. As previously reported in the Schedule 13D,
such shareholder proposal requested that the Board of Directors restore to
stockholders their rights to directly influence the strategic direction and
possible sale of the Company by (i) terminating the Companys poison pill
rights plan and (ii) reinstating the ability of stockholders owning at least
10% of the voting power to call special meetings of stockholders. On October 30, 2008, Discovery Equity
Partners sent a letter to the Vice President and General Counsel of the
Company providing detailed evidence that Discovery Equity Partners proposal
was properly submitted to the Company in the manner and within the time
period required by SEC Rule 14a-8, and that representatives of the Company
have been aware of the submission of such proposal since the time of such submission. The description of the aforementioned
letter of Discovery Equity Partners contained in this Schedule 13D is
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6
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qualified in its entirely by reference to the text
of such letter, which is included as
Exhibit 1
to this Amendment
No. 4 and is incorporated by reference herein.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is hereby amended to read
in its entirety as follows:
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The information concerning percentages of ownership
set forth below is based on 19,732,863 shares of Common Stock reported
outstanding as of July 31, 2008 in the Companys most recent Quarterly Report
on Form 10-Q, for the period ended June 30, 2008.
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Discovery Equity Partners beneficially owns
1,642,479 shares of Common Stock as of October 30, 2008, which represents
8.3% of the outstanding Common Stock.
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Discovery Group beneficially owns 1,908,463 shares
of Common Stock as of October 30, 2008, which represents 9.7% of the
outstanding Common Stock.
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Mr. Donoghue beneficially owns 1,908,463 shares of
Common Stock as of October 30, 2008, which represents 9.7% of the outstanding
Common Stock.
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Mr. Murphy beneficially owns 1,908,463 shares of
Common Stock as of October 30, which represents 9.7% 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 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.
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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.
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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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Item 6 of the Schedule 13D is hereby amended to read
in its entirety as follows:
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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 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.
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7
Item 7.
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Material to be Filed as Exhibits
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Exhibit 1:
Letter dated October 30, 2008 of
Discovery Equity Partners to the Board of Directors of the Company.
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Exhibit 2:
List of transactions by Reporting
Persons in the Companys Common Stock since the date of the most recent
filing on Schedule 13D.
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Exhibit 3:
Joint Filing Agreement dated as of
October 31, 2008, by and among Discovery Equity Partners; Discovery Group;
Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 4:
Power of Attorney of Daniel J.
Donoghue, dated as of April 28, 2008.
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Exhibit 5:
Power of Attorney of Michael R. Murphy,
dated as of April 28, 2008.
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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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October 31, 2008
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Date
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DISCOVERY GROUP I, LLC,
for itself and
as general partner of
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/ Mark Buckley
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Mark Buckley
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Attorney-in-Fact for
Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
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9
Exhibit Index
Exhibit 1:
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Letter dated October 30, 2008 of Discovery Equity
Partners to the Board of Directors of the Company.
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Exhibit 2:
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List of transactions by Reporting Persons in the
Companys Common Stock since the date of the most recent filing on Schedule
13D.
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Exhibit 3:
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Joint Filing Agreement dated as of October 31, 2008,
by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue;
and Michael R. Murphy.
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Exhibit 4:
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Power of Attorney of Daniel J. Donoghue, dated as of
April 28, 2008.
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Exhibit 5:
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Power of Attorney of Michael R. Murphy, dated as of
April 28, 2008.
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10
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