0001104659-06-035755.txt : 20060517 0001104659-06-035755.hdr.sgml : 20060517 20060517170242 ACCESSION NUMBER: 0001104659-06-035755 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060517 DATE AS OF CHANGE: 20060517 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HERLEY INDUSTRIES INC /NEW CENTRAL INDEX KEY: 0000047035 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 232413500 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34884 FILM NUMBER: 06849724 BUSINESS ADDRESS: STREET 1: 101 NORTH POINTE BOULEVARD CITY: LANCASTER STATE: PA ZIP: 17601-4133 BUSINESS PHONE: 7177358117 MAIL ADDRESS: STREET 1: 101 NORTH POINTE BOULEVARD CITY: LANCASTER STATE: PA ZIP: 17601-4133 FORMER COMPANY: FORMER CONFORMED NAME: HERLEY MICROWAVE SYSTEMS INC DATE OF NAME CHANGE: 19900510 FORMER COMPANY: FORMER CONFORMED NAME: HERLEY INDUSTRIES INC DATE OF NAME CHANGE: 19831103 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 BUSINESS ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (312) 920-2131 MAIL ADDRESS: STREET 1: HYATT CENTER, 24TH FLOOR STREET 2: 71 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D 1 a06-12123_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934

(Amendment No. )*

Herley Industries, Inc.

(Name of Issuer)

Common Stock, $ .10 par value

(Title of Class of Securities)

427398102

(CUSIP Number)

Daniel J. Donoghue

Michael R. Murphy

Discovery Group I, LLC

Hyatt Center

24^th Floor

71 South Wacker Drive

Chicago, Illinois 60606

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 12, 2006

(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. 427398102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 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 730,799

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 730,799

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 730,799

	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) 5.0%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 427398102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 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 730,799

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 730,799

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 730,799

	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) 5.0%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 427398102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) 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 730,799

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 730,799

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 730,799

	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) 5.0%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Company
	This statement relates to the Common Stock, $.10 par value (the “Common Stock”), of Herley Industries, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 101 North Pointe Boulevard, Lancaster, Pennsylvania 17601.

Item 2.	Identity and Background
	This statement is being jointly filed by the following persons (the “Reporting Persons”): Discovery Group I, LLC (“Discovery Group”) is a Delaware limited liability company primarily engaged in the business of investing in securities. Daniel J. Donoghue is a Managing Member of Discovery Group, which is his principal occupation. Michael R. Murphy is a Managing Member of Discovery Group, which is his principal occupation. Both Mr. Donoghue and Mr. Murphy are United States citizens. The principal business address and principal office of Discovery Group and the business address for Mr. Donoghue and Mr. Murphy is Hyatt Center, 24th Floor, 71 South Wacker Drive, Chicago, Illinois 60606. 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 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.

Item 3.	Source and Amount of Funds or Other Consideration
	The total purchase price for the 730,799 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of May 16, 2006 was $13,467,259.03. The source of such funds was assets of two private investment partnerships (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 on customary terms and conditions. The Partnerships are the legal owner of all of the Common Stock beneficially owned by the Reporting Persons.

Item 4.

Purpose of Transaction

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 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, directors and other shareholders.

Discovery Group, in the exercise of its responsibilities as an institutional investor in the Company, on May 17, 2006 sent a letter (the “Letter”) to the Company’s Board of Directors recommending, for the reasons set forth in the Letter, the retention by the Company of a qualified independent investment bank to consider, and if deemed advisable by the Board of Directors and such investment bank, organize a formal strategic alternatives process for the Company. The description of the Letter contained in this Schedule 13D is qualified in its entirety by reference to the Letter, which is included as Exhibit 2 to this Schedule 13D and is incorporated by reference herein.

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 Company’s 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.

Item 5.	Interest in Securities of the Issuer
	The information concerning percentages of ownership set forth below is based on 14,522,566 shares of Common Stock reported outstanding as of March 6, 2006 in the Company’s most recent Quarterly Report on Form 10-Q, for the period ended January 29, 2006. Discovery Group beneficially owns 730,799 shares of Common Stock as of May 16, 2006, which represents 5.0% of the outstanding Common Stock. Mr. Donoghue beneficially owns 730,799 shares of Common Stock as of May 16, 2006, which represents 5.0% of the outstanding Common Stock. Mr. Murphy beneficially owns 730,799 shares of Common Stock as of May 16, 2006, which represents 5.0% of the outstanding Common Stock. Discovery Group is the sole general partner of one of the Partnerships 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, all Reporting Persons share beneficial ownership of all of the shares of Common Stock reported by each of them. Neither Partnership beneficially owns more than 5% of the Common Stock. The transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out on Exhibit 3 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
	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 and the margin loan facilities referred to under Item 3 above.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1: Joint Filing Agreement dated as of May 17, 2006, by and among Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 2: Letter dated May 17, 2006 from Discovery Group I, LLC to the Board of Directors of Herley Industries, Inc.

Exhibit 3: List of transactions by Reporting Persons in the Company’s common stock during the 60-day period preceding this filing.

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 17, 2006
	Date


	DISCOVERY GROUP I, LLC

	/s/ Michael R. Murphy
	Signature
	Michael R. Murphy, Managing Member
	Name/Title

	/s/ Daniel J. Donoghue
	Signature

	Daniel J. Donoghue
	Name/Title

	/s/ Michael R. Murphy
	Signature

	Michael R. Murphy
	Name/Title

Exhibit Index

Exhibit 1		Joint Filing Agreement dated as of May 17, 2006, by and among Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 2		Letter dated May 17, 2006 from Discovery Group I, LLC to the Board of Directors of Herley Industries, Inc.
Exhibit 3		List of transactions by Reporting Persons in the Company’s common stock during the 60-day period preceding this filing.

EX-1 2 a06-12123_1ex1.htm EX-1

Exhibit 1

JOINT FILING AGREEMENT

Discovery Group I, LLC, a Delaware limited liability company, Daniel J. Donoghue, and Michael R. Murphy hereby agree to file jointly the statement on Schedule 13D to which this Agreement is attached, and any amendments thereto which may be deemed necessary.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments thereto, filed on behalf of each of the parties hereto.

	May 17, 2006
	Date

	DISCOVERY GROUP I, LLC

	By	/s/ Michael R. Murphy
		Michael R. Murphy
		Managing Member

	/s/ Daniel J. Donoghue
	Daniel J. Donoghue

	/s/ Michael R. Murphy
	Michael R. Murphy

EX-2 3 a06-12123_1ex2.htm EX-2

Exhibit 2

May 17, 2006

Board of Directors

Herley Industries, Inc.

101 North Pointe Boulevard

Lancaster, PA 17601-4133

Dear Directors:

We wish to bring to your attention certain actions by management of the Company that we believe should be of great concern to the Board of Directors and Company’s shareholders. In spite of the very high level of interest that many well-financed strategic suitors have in acquiring Herley, we have direct knowledge that Herley management has repeatedly indicated to them that the Company will not consider a transaction, thereby stifling possible offers for the Company. This is unfortunate for the owners of Herley because our analysis shows that Herley is worth at least $30 per share in a change-of-control transaction. This valuation is based on Herley’s growth prospects, the strategic value Herley brings to the active consolidators in the industry, and data available on similar mergers and acquisitions. We presented this analysis, and shared information from our discussions with the specific interested acquirers, in multiple meetings with Myron Levy, Chief Executive Officer, and John Kelly, President. While Myron and John have publicly maintained that Herley’s Board is interested in alternatives to capture unrecognized shareholder value, they have apparently determined not to pursue any of our leads. Instead, management has over time built a record of rejecting overtures that might lead to increased shareholder value.

We therefore urge the Board of Directors to seek advice on these matters independent of the interests of management, through the engagement of a qualified independent investment bank to consider and, if deemed advisable by the Board and such investment bank, organize a formal strategic alternatives process for the benefit of all Herley shareholders. As we outline below, this course of action is necessary to reverse the effects of management’s prior rejections of qualified suitors.

Our fund owns 730,799 shares, or approximately 5.0% of Herley. We began investing in Herley in 2003 based on the Company’s strong industry position and high level of profitability. Since that time the Company has underperformed, generating limited amounts of free cash flow, yet rewarded insiders with excessive compensation. As the stock price slipped from more than $22 in early 2004 to less than $16 in 2005, it became apparent to us that Herley was losing favor with Wall Street. Several times we discussed with Myron and John our view that Herley and its shareholders would be better off as part of a larger corporation with a broader defense electronics platform. The management team agreed that Herley’s competitive advantage could be further leveraged as part of a larger organization. Management also lamented that it is exceedingly difficult for a small capitalization company to become appropriately recognized and fairly valued in the public market. The 2004 acquisition program was, in part, designed to overcome these size impediments to competing effectively and attaining Wall Street recognition. However, after much management effort and shareholder patience, Herley stock continues to trade near $20, the price at which it was trading in late 2000, nearly five years ago.

In the face of these disappointing and frustrating results, management indicated that Herley would be open to approaches from all qualified buyers that could deliver a premium offer. We were initially encouraged by this stance. We performed extensive research and utilized our industry contacts to initiate discussions with many of the companies that would be a good strategic fit with Herley. We uncovered several parties that expressed a clear interest in acquiring Herley. Among the most interested and

Hyatt Center, 24^th Floor, 71 South Wacker Drive, Chicago, IL 60606

logical suitors are L-3 Communications, Crane Company, DRS Technologies, EDO Corporation, Honeywell, Cobham, Teledyne Technologies, and Tyco Electronics. However, it was disheartening to learn in these discussions that most companies could reference past rejections of their overtures to Herley and some even cited broken formal attempts at negotiating a transaction. Hence, none are particularly keen to act on their continued interest without some sign that the Board of Directors is sincerely interested in pursuing a value maximizing transaction. We did uncover a few suitors that had no prior experience with strategic discussions with Herley. We brought these buyers directly to management and they have now joined the list of rebuffed parties. The good news is that, in spite of this extended history of management intransigence, there is a long list of serious acquirers with ample financial strength and sound strategic reason to buy Herley at a robust premium to the current trading value.

Herley is an excellent company with great prospects that derives no benefit from public ownership. The current merger and acquisition environment is heated, particularly so in the defense electronics sector. A well orchestrated, competitive process would be a signal that the Company is sincere about evaluating alternatives to maximize shareholder value and it would bring the many interested suitors back to the table. The company’s discounted public market valuation cannot possibly measure up to the premium that would result from an active and efficient M&A process, where competing strategic interests and full control are at stake. Absent such a process, we fear that Herley will continue to be disregarded in the stock market as a small, thinly traded company, fighting an uphill competitive battle, and shareholders will continue to experience a flat share price.

Respectfully,

Daniel. J. Donoghue	Michael R. Murphy
Managing Director	Managing Director

Distribution:	Mr. Lee N. Blatt, Chairman of the Board
	Mr. Myron Levy, Vice Chairman and Chief Executive Officer
	Admiral Edward K. Walker, Jr. (Ret.), Director
	Dr. Edward A. Bogucz, Director
	Adm. Robert M. Moore (Ret.), Director
	Mr. John A. Thonet, Director and Secretary
	Mr. Carlos C. Campbell, Director

cc: Mr. John M. Kelly, President

EX-3 4 a06-12123_1ex3.htm EX-3

Exhibit 3

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company during the past 60 days. All transactions involved purchases of shares on the Nasdaq National Market System.

Date	Type	Price	Shares
5/11/2006	Purchase	19.1094	8,299

5/12/2006	Purchase	18.8206	8,000

5/15/2006	Purchase	18.65	2,000

5/16/2006	Purchase	18.6135	800

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