0001188112-13-001483.txt : 20130513 0001188112-13-001483.hdr.sgml : 20130513 20130513090018 ACCESSION NUMBER: 0001188112-13-001483 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20130513 DATE AS OF CHANGE: 20130513 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANAREN INC CENTRAL INDEX KEY: 0000006314 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 160928561 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31634 FILM NUMBER: 13835465 BUSINESS ADDRESS: STREET 1: 6635 KIRKVILLE RD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 3154328909 MAIL ADDRESS: STREET 1: 6635 KIRKVILLE ROAD CITY: EAST SYRACUSE STATE: NY ZIP: 13057 FORMER COMPANY: FORMER CONFORMED NAME: MICRONETICS INC DATE OF NAME CHANGE: 19721103 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 t76517_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 3) t76517_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. 3)*
 
Anaren, Inc.
 (Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

032744104
(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)

May 10, 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.  032744104
 
 
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
777,771
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
777,771
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
777,771
 
 
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)
5.9%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 

CUSIP No.  032744104
 
 
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
777,771
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
777,771
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
777,771
 
 
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)
5.9%
 
 
14.
Type of Reporting Person (See Instructions)
IA
 
 
 

CUSIP No.  032744104
 
 
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
777,771
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
777,771
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
777,771
 
 
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)
5.9%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

CUSIP No.  032744104
 
 
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
777,771
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
777,771
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
777,771
 
 
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)
5.9%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 
Item 1.
Security and Issuer
 
 
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the Common Stock, $0.01 par value per share (the “Common Stock”), of Anaren, Inc., a New York corporation (the “Company”), which has its principal executive offices at 6635 Kirkville Road, East Syracuse, NY 13057.  This Amendment No. 3 amends and supplements, as set forth below, the information contained in items 1, 4 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on August 16, 2012, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on April 8, 2013, and as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on April 30, 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. 3, 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. 3.
   
Item 4.
Purpose of Transaction
   
 
Item 4 of the Schedule 13D is hereby amended by adding the following as the sixth, seventh and eighth paragraphs thereof:

On May 10, 2013, Discovery Equity Partners sent to the Company a shareholder proposal for inclusion in the Company’s Proxy Statement for its 2013 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, a copy of which shareholder proposal is attached hereto as Exhibit 1.  The shareholder proposal requests that the Board of Directors approve amendments to the Company’s certificate of incorporation and bylaws to declassify the Company’s board of directors and thereby require that all directors stand for election on an annual basis rather than once every three years.

In its letter dated May 10, 2013 to the Company transmitting the shareholder proposal, Discovery Equity Partners stated that it feels strongly that the Company must continue to improve its corporate governance and that it believes a large deficiency in the Company’s corporate governance is the continued existence of a classified board.  Discovery Equity Partners further stated that, in its opinion, a classified board is archaic and unnecessarily disenfranchises shareholders and that it is therefore requesting that the Company immediately begin the process to eliminate its classified board and move to annual elections of all directors.

In the transmittal letter, Discovery Equity Partners further indicated that it hopes the Company’s directors agree with this improvement and approve amendments to the Company’s certificate of incorporation and bylaws that can be submitted to stockholders not later than the 2013 Annual Meeting.  Discovery Equity Partners further stated that it recognizes that the board may not take these actions and therefore it is simultaneously submitting the shareholder proposal to the Company.
 
 
 
 
 
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 Discovery Equity Partners, 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. 3 included as Exhibit 2 to this Amendment No. 3, 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. 3.
 
Item 7.
Material to Be Filed as Exhibits
 
 
Exhibit 1:              Shareholder Proposal sent to the Company pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
   
 
Exhibit 2:              Joint Filing Agreement dated as of May 13, 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.
   

 
 
 
 
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.
 
 
May 13, 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

 
 
 

Exhibit Index
 
Exhibit 1
  
Shareholder Proposal sent to the Company pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
     
Exhibit 2
  
Joint Filing Agreement dated as of May 13, 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.
EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
EXHIBIT 1
 
 

RESOLVED, that the stockholders of Anaren, Inc. ("Anaren") request that the Board of Directors approve amendments to Anaren’s certificate of incorporation and bylaws to declassify the Board and thereby require that  all directors stand for election on an annual basis rather than once every three years.

Supporting Statement:

Discovery Group is a long-term investor in Anaren.  Our motivation for this proposal is the chronic undervaluation of Anaren, which we believe is due to the company’s small size combined with a perceived reticence of the Board to consider a takeover by a larger strategic suitor willing to offer shareholders a premium valuation.  

Last year, we submitted a proposal to eliminate Anaren’s plurality voting standard in uncontested director elections.  Our proposal received an overwhelming 70% of the votes cast as well as an endorsement from ISS, the leading proxy advisory firm.  The Board acknowledged the shareholder vote and in February 2013 replaced plurality voting with majority voting in future uncontested director elections.  This year’s proposal affords shareholders another opportunity to communicate to the Board a desire for further improvements in governance.

In its 2012 US Voting Manual, ISS states that “directors should be accountable to shareholders on an annual basis.”  ISS argues that “the only real motive for board classification is to make it more difficult to change control of the board.”  ISS also states: “A classified board can (1) delay a takeover desired by shareholders but opposed by management, and (2) prevent bidders from even approaching a target company if they do not want to wait more than a year to gain majority control.  Shareholders lose in both cases, and management has less incentive to keep shares fully valued if the directors’ board seats are secure.”

There is strong academic research highlighting the negative effects of classified boards.  In the 2002 paper, “The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, & Policy,” the authors, Bebchuk et al., find that a classified board increases the likelihood that the average target will remain independent from 34% to 61%.  In the 2013 paper, “The Myth that Insulating Boards Serves Long-Term Value,” Bebchuk et al. find that “greater insulation is associated with an economically meaningful reduction in industry-adjusted firm value, ROA, sales growth, and net profit margin.”

In the last decade, many companies have moved away from classified boards.  According to Sharkrepellent.net, the number of S&P 500 companies with classified boards has dropped from 60.4% in 1999 to 18.05% in September 2012.  In addition, Georgeson’s 2012 Annual Corporate Governance Review found that during 2012, shareholders voted in favor of board declassification 81% of the time when presented with a declassification proposal.

Annual director elections would increase the accountability of Anaren’s Board and provide an incentive for its directors to proactively pursue all strategic alternatives to unlock shareholder value.  Vote FOR this proposal to communicate to the Board that shareholders should have the right to elect all directors on an annual basis.
 EX-2 3 ex2.htm EXHIBIT 2 ex2.htm
EXHIBIT 2
 
JOINT FILING AGREEMENT
 
The undersigned hereby agree to the joint filing of Amendment No. 3 to the Schedule 13D to which this Agreement is attached.
 
Dated:  May 13, 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