0001188112-13-000245.txt : 20130204 0001188112-13-000245.hdr.sgml : 20130204 20130204165930 ACCESSION NUMBER: 0001188112-13-000245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20130204 DATE AS OF CHANGE: 20130204 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONLINE RESOURCES CORP CENTRAL INDEX KEY: 0000888953 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 521623052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1208 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56437 FILM NUMBER: 13570782 BUSINESS ADDRESS: STREET 1: 4795 MEADOW WOOD LANE STREET 2: SUITE 300 CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: 7036533100 MAIL ADDRESS: STREET 1: 4795 MEADOW WOOD LANE STREET 2: SUITE 300 CITY: CHANTILLY STATE: VA ZIP: 20151 FORMER COMPANY: FORMER CONFORMED NAME: ONLINE RESOURCES & COMMUNICATIONS CORP DATE OF NAME CHANGE: 19990308 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 t75518_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 7) t75518_sc13da.htm
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
 
 
 
SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
 
ONLINE RESOURCES CORPORATION
 (Name of Issuer)

Common Stock, $0.0001 par value per share
(Title of Class of Securities)

68273G101
(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)

January 31, 2013
(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. 68273G101
 
 
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
0
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
0
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
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)
0.0%
 
 
14.
Type of Reporting Person (See Instructions)
PN

 
 
-2-
 
 
CUSIP No.  68273G101
 
 
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
0
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
0
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
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)
0.0%
 
 
14.
Type of Reporting Person (See Instructions)
IA

 
 
-3-
 
 
CUSIP No.  68273G101
 
 
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
0
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
0
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
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)
0.0%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 
-4-
 


CUSIP No.  68273G101
 
 
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
0
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
0
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
 
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)
0.0%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
-5-
 
 
Item 1.
Security and Issuer
   
 
This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) relates to the Common Stock, $0.0001 par value per share (the “Common Stock”), of Online Resources Corporation, a Delaware corporation (the “Company”), which has its principal executive offices at 4795 Meadow Wood Lane, Chantilly, VA 20151.  This Amendment No. 7 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 July 7, 2011, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on August 8, 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 December 2, 2011, Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on April 20, 2012, Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on October 18, 2012, and Amendment No. 6 thereto filed by the Reporting Persons with respect to the Company on January 8, 2013 (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. 7, 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. 7.
   
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:
 
As of February 1, 2013, the Reporting Persons no longer beneficially own any shares of Common Stock.
   
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 32,889,083 shares of Common Stock reported outstanding as of October 31, 2012 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012.
 
Discovery Equity Partners beneficially owns 0 shares of Common Stock as of February 1, 2013, which represents 0.0% of the outstanding Common Stock.
 
Discovery Group beneficially owns 0 shares of Common Stock as of February 1, 2013, which represents 0.0% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 0 shares of Common Stock as of February 1, 2013, which represents 0.0% of the outstanding Common Stock.
 
Mr. Murphy beneficially owns 0 shares of Common Stock as of February 1, 2013, which represents 0.0% of the outstanding Common Stock.
 
 
-6-
 
 
The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1 hereto.
 
Each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Common Stock on January 31, 2013.
 
No person other than Discovery Equity Partners and another private investment partnership over which Discovery Group exercises discretionary investment management authority (collectively, 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. 7 included as Exhibit 2 to this Amendment No. 7, 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. 7.
 
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 February 4, 2013, 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.

 
 
February 4, 2013
 
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 February 4, 2013, 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 Select 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
12/03/2012
  
Sale
  
 $    2.3435
1
  
5810
12/04/2012
  
Sale
  
 $    2.3000
    
2300
12/05/2012
  
Sale
  
 $    2.3000
    
1228
12/06/2012
  
Sale
  
 $    2.2610
2
  
5000
12/10/2012
  
Sale
  
 $    2.2959
3
  
5955
12/12/2012
  
Sale
  
 $    2.2519
4
  
5200
12/13/2012
  
Sale
  
 $    2.2675
5
  
30000
12/17/2012
  
Sale
  
 $    2.2793
6
  
1468
12/18/2012
  
Sale
  
 $    2.2517
7
  
4102
12/19/2012
  
Sale
  
 $    2.2457
8
  
8800
12/20/2012
  
Sale
  
 $    2.2283
9
  
15000
12/21/2012
  
Sale
  
 $    2.2044
10
  
23446
12/24/2012
  
Sale
  
 $    2.1500
    
1700
12/26/2012
  
Sale
  
 $    2.1536
11
  
4500
12/27/2012
  
Sale
  
 $    2.1620
12
  
10000
12/28/2012
  
Sale
  
 $    2.1533
13
  
14204
12/31/2012
  
Sale
  
 $    2.2466
14
  
9000
01/02/2013
  
Sale
  
 $    2.2682
15
  
3900
01/03/2013
  
Sale
  
 $    2.2704
16
  
2399
01/04/2013
  
Sale
  
 $    2.2007
17
  
10000
01/07/2013
  
Sale
  
 $    2.2008
18
  
5700
01/08/2013
  
Sale
  
 $    2.2000
    
500
01/09/2013
  
Sale
  
 $    2.2024
19
  
2100
01/10/2013
  
Sale
  
 $    2.1888
20
  
8900
01/11/2013
  
Sale
  
 $    2.0965
21
  
14116
01/14/2013
  
Sale
  
 $    2.0786
22
  
13960
01/15/2013
  
Sale
  
 $    2.1361
23
  
31059
01/16/2013
  
Sale
  
 $    2.1573
24
  
24300
01/17/2013
  
Sale
  
 $    2.0929
25
  
9826
01/18/2013
  
Sale
  
 $    2.0533
26
  
27800
01/22/2013
  
Sale
  
 $    2.1094
27
  
10554
01/31/2013
  
Sale
  
 $    3.8108
28
  
2214530
3 This transaction was executed in multiple trades at prices ranging from $2.28 – 2.30. 
4 Due to incomplete data available to the Reporting Persons, the Reporting Persons are reporting the average price of transactions effected on this date. 
5 Due to incomplete data available to the Reporting Persons, the Reporting Persons are reporting the average price of transactions effected on this date. 
6 This transaction was executed in multiple trades at prices ranging from $2.275 – 2.28. 
7 This transaction was executed in multiple trades at prices ranging from $2.25 – 2.32. 
8 This transaction was executed in multiple trades at prices ranging from $2.24 – 2.27. 
9 This transaction was executed in multiple trades at prices ranging from $2.21 – 2.26. 
10 This transaction was executed in multiple trades at prices ranging from $2.19 – 2.22. 
11 This transaction was executed in multiple trades at prices ranging from $2.15 – 2.1650. 
12 This transaction was executed in multiple trades at prices ranging from $2.15 – 2.18. 
13 This transaction was executed in multiple trades at prices ranging from $2.15 – 2.18.
15 This transaction was executed in multiple trades at prices ranging from $2.26 – 2.30. 
16 This transaction was executed in multiple trades at prices ranging from $2.25 – 2.30. 
17 This transaction was executed in multiple trades at prices ranging from $2.20 – 2.21. 
18 This transaction was executed in multiple trades at prices ranging from $2.20 – 2.2025. 
19 This transaction was executed in multiple trades at prices ranging from $2.20 – 2.25. 
20 This transaction was executed in multiple trades at prices ranging from $2.16 – 2.21. 
21 This transaction was executed in multiple trades at prices ranging from $2.09 – 2.10. 
22 This transaction was executed in multiple trades at prices ranging from $2.07 – 2.11. 
23 This transaction was executed in multiple trades at prices ranging from $2.10 – 2.17. 
24 This transaction was executed in multiple trades at prices ranging from $2.15 – 2.20. 
25 This transaction was executed in multiple trades at prices ranging from $2.08 – 2.11. 
26 This transaction was executed in multiple trades at prices ranging from $2.04 – 2.09. 
27 This transaction was executed in multiple trades at prices ranging from $2.10 – 2.15. 
28 This transaction was executed in multiple trades at prices ranging from $3.81 – 3.82.
 
 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. 7 to Schedule 13D to which this Agreement is attached.
 
Dated:  February 4, 2013
 
 
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/ 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