t75228_sc13da.htm

0001188112-12-003650.txt : 20121221 0001188112-12-003650.hdr.sgml : 20121221 20121221163140 ACCESSION NUMBER: 0001188112-12-003650 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cardiovascular Systems Inc CENTRAL INDEX KEY: 0001180145 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411698056 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81890 FILM NUMBER: 121282266 BUSINESS ADDRESS: STREET 1: 651 CAMPUS DRIVE CITY: ST. PAUL STATE: MN ZIP: 55112 BUSINESS PHONE: 651-259-1600 MAIL ADDRESS: STREET 1: 651 CAMPUS DRIVE CITY: ST. PAUL STATE: MN ZIP: 55112 FORMER COMPANY: FORMER CONFORMED NAME: REPLIDYNE INC DATE OF NAME CHANGE: 20020813 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 13D/A BUSINESS ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 265-96000 MAIL ADDRESS: STREET 1: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 t75228_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 8) t75228_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Cardiovascular Systems, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

141619106

(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)

December 19, 2012

(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. 141619106

	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 1,265,370

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,265,370

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,265,370

	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) 6.1%

	14.	Type of Reporting Person (See Instructions) PN

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CUSIP No. 141619106

	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 1,327,542

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,327,542

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,327,542

	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) 6.4%

	14.	Type of Reporting Person (See Instructions) IA

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CUSIP No. 141619106

	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 1,327,542

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,327,542

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,327,542

	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) 6.4%

	14.	Type of Reporting Person (See Instructions) IN

-4-

CUSIP No. 141619106

	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 1,327,542

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,327,542

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,327,542

	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) 6.4%

	14.	Type of Reporting Person (See Instructions) IN

-5-

Item 1.		Security and Issuer
		This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”), of Cardiovascular Systems, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 651 Campus Drive, St. Paul, Minnesota 55112. This Amendment No. 8 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on August 17, 2011, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on August 29, 2011, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on September 8, 2011, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on October 6, 2011, Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on October 12, 2011, Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on September 26, 2012, Amendment No. 6 thereto filed by the Reporting Persons with respect to the Company on October 22, 2012, and Amendment No. 7 thereto filed by the Reporting Persons with respect to the Company on November 13, 2012 (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. 8, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 8.
Item 3.		Source and Amount of Funds or Other Consideration
		Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows: The total purchase price for the 1,327,542 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of December 20, 2012 was approximately $15,142,717, and the total purchase price for the 1,265,370 shares of Common Stock beneficially owned by Discovery Equity Partners as of such date was approximately $14,631,721. 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, and 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.
Item 5.		Interest in Securities of the Issuer
		Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: The information concerning percentages of ownership set forth below is based on 20,710,714 shares of Common Stock reported outstanding as of November 2, 2012 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012. Discovery Equity Partners beneficially owns 1,265,370 shares of Common Stock as of December 20, 2012, which represents 6.1% of the outstanding Common Stock Discovery Group beneficially owns 1,327,542 shares of Common Stock as of December 20, 2012, which represents 6.4% of the outstanding Common Stock. Mr. Donoghue beneficially owns 1,327,542 shares of Common Stock as of December 20, 2012, which represents 6.4% of the outstanding Common Stock.

-6-

		Mr. Murphy beneficially owns 1,327,542 shares of Common Stock as of December 20, 2012, which represents 6.4% 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 during the past 60 days are set out in Exhibit 1 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 hereby 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. 8 included as Exhibit 2 to this Amendment No. 8, 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 Amendment No. 8.

Item 7.		Material to Be Filed as Exhibits
		Exhibit 1: List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing. Exhibit 2: Joint Filing Agreement dated as of December 21, 2012, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy. Exhibit 3: Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008. Exhibit 4: Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

-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.

	December 21, 2012
	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

-8-

Exhibit Index

Exhibit 1	List of transactions effected by the Reporting Persons in the Company’s Common Stock during the 60-day period preceding this filing.
Exhibit 2	Joint Filing Agreement dated as of December 21, 2012, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 3	Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
Exhibit 4	Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

-9-

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

EXHIBIT 1

TRANSACTIONS DURING THE PAST 60 DAYS

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. Such transactions involved the sale of shares on the NASDAQ Global Market. Certain of the prices reported below reflect the weighted average sale price of the shares of Common Stock sold on the relevant date. The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.

Date	Type	Price		Quantity
11/8/2012	Sale	$ 12.1053	1	6237
11/12/2012	Sale	$ 12.1925	2	5343
11/13/2012	Sale	$ 12.1500		300
11/20/2012	Sale	$ 11.2426	3	6113
11/23/2012	Sale	$ 11.2500		1199
11/26/2012	Sale	$ 11.4318	4	5171
11/27/2012	Sale	$ 11.7464	5	4052
11/28/2012	Sale	$ 11.4984	6	4194
11/29/2012	Sale	$ 11.7451	7	5235
11/30/2012	Sale	$ 11.6477	8	3240
12/3/2012	Sale	$ 11.6500		2000
12/4/2012	Sale	$ 11.8469	9	4900
12/5/2012	Sale	$ 11.5356	10	1979
12/6/2012	Sale	$ 11.7971	11	17521
12/7/2012	Sale	$ 12.0105	12	3149
12/10/2012	Sale	$ 12.0614	13	31647
12/11/2012	Sale	$ 12.8649	14	40713
12/12/2012	Sale	$ 12.8601	15	13165
12/13/2012	Sale	$ 12.5543	16	8962
12/14/2012	Sale	$ 12.6681	17	20000
12/17/2012	Sale	$ 12.6849	18	9500
12/18/2012	Sale	$ 12.5484	19	25976
12/19/2012	Sale	$ 12.6358	20	12699
12/20/2012	Sale	$ 12.6622	21	12939

1 This transaction was executed in multiple trades at prices ranging from $12.09 – 12.15.

2 This transaction was executed in multiple trades at prices ranging from $12.07 – 12.23.

3 This transaction was executed in multiple trades at prices ranging from $11.15 – 11.35.

4 This transaction was executed in multiple trades at prices ranging from $11.25 – 11.60.

5 This transaction was executed in multiple trades at prices ranging from $11.68 – 11.84.

6 This transaction was executed in multiple trades at prices ranging from $11.47 – 11.57.

7 This transaction was executed in multiple trades at prices ranging from $11.60 – 11.95.

8 This transaction was executed in multiple trades at prices ranging from $11.64 – 11.75.

9 This transaction was executed in multiple trades at prices ranging from $11.75 – 11.90.

10 This transaction was executed in multiple trades at prices ranging from $11.50 – 11.75.

11 This transaction was executed in multiple trades at prices ranging from $11.60 – 12.00.

12 This transaction was executed in multiple trades at prices ranging from $12.00 – 12.03.

13 This transaction was executed in multiple trades at prices ranging from $11.95 – 12.15.

14 This transaction was executed in multiple trades at prices ranging from $12.40 – 12.95.

15 This transaction was executed in multiple trades at prices ranging from $12.65 – 12.91.

16 Due to incomplete data available to the Reporting Persons, the Reporting Persons are reporting the average price of transactions effected on this date.

17 This transaction was executed in multiple trades at prices ranging from $12.50 – 12.88.

18 This transaction was executed in multiple trades at prices ranging from $12.62 – 12.75.

19 This transaction was executed in multiple trades at prices ranging from $12.45 – 12.63.

20 This transaction was executed in multiple trades at prices ranging from $12.60 – 12.65.

21 This transaction was executed in multiple trades at prices ranging from $12.64 – 12.68.

EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 8 to Schedule 13D to which this Agreement is attached.

Dated: December 21, 2012

	DISCOVERY GROUP I, LLC
	for itself and on behalf 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/ Mark Buckley Mark Buckley Attorney-in-Fact for Daniel J. Donoghue Attorney-in-Fact for Michael R. Murphy

EX-3 4 ex3.htm EXHIBIT 3 ex3.htm

EXHIBIT 3

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-4 5 ex4.htm EXHIBIT 4 ex4.htm

EXHIBIT 4

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