-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IT7RFAKkNvP6y+3wZcWwxWEpNq22XXbac7Emublmj9dH5sCErK85/aSOq5sH568U peGwZRd9DvDBy+Cl998I1A== 0001104659-07-080473.txt : 20071107 0001104659-07-080473.hdr.sgml : 20071107 20071107100055 ACCESSION NUMBER: 0001104659-07-080473 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY EQUITY PARTNERS, L.P. GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RADYNE CORP CENTRAL INDEX KEY: 0000718573 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112569467 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38580 FILM NUMBER: 071219960 BUSINESS ADDRESS: STREET 1: 3138 E ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6024379620 MAIL ADDRESS: STREET 1: 3138 EAST ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85034 FORMER COMPANY: FORMER CONFORMED NAME: RADYNE COMSTREAM INC DATE OF NAME CHANGE: 19990331 FORMER COMPANY: FORMER CONFORMED NAME: RADYNE CORP DATE OF NAME CHANGE: 19920703 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 a07-28669_1sc13da.htm SC 13D/A

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: February 28, 2009
	SCHEDULE 13D	Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Radyne Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

750611402

(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)

November 6, 2007

(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. 750611402

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

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power None.

			8.	Shared Voting Power 1,391,192

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,391,192

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,391,192

	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) 7.5%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 750611402

	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 1,618,427

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,618,427

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,618,427

	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) 8.8%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 750611402

	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 1,618,427

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,618,427

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,618,427

	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) 8.8%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 750611402

	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 1,618,427

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,618,427

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,618,427

	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) 8.8%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
	This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of Radyne Corporation, a Delaware corporation (the “Company”), which has its principal executive offices at 3138 East Elwood Street, Phoenix, Arizona 85034. This Amendment No. 2 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 July 26, 2007, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with respect to the Company on September 12, 2007 (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. 2, 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. 2.

Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended by adding the following as the fourth paragraph thereof: On November 6, 2007, Discovery Equity Partners sent a letter (the “Third Letter”) to the Board of Directors of the Company making a demand, as permitted under Section 220 of the Delaware General Corporation Law, to inspect and photocopy for the purposes described in the Third Letter the following books and records of the Company, for the period from January 1, 2006 through November 6, 2007: • minutes of the meetings of the Company’s Board of Directors and any committee thereof, that relate to any discussions concerning any acquisition, change of control of, or merger or other combination with, the Company, or any proposal or request for information related thereto; • any documents related to the engagement of, and discussions with, any financial advisors regarding the value to shareholders of various strategic alternatives, including approaches by potential buyers, the impact of acquisitions, or the estimated value to shareholders of remaining independent and implementing management’s operating plan; • any discussions, with either internal or outside counsel, with respect to the topic of defending the Company against unsolicited offers or change-of-control transactions; and • any presentations made to the Board of Directors or the senior management of the Company that relate to any of the foregoing topics. The description of the Third Letter contained in this Schedule 13D is qualified in its entirety by reference to the Third Letter, which is included as Exhibit 4 to this Amendment No. 2 and is incorporated by reference herein.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is 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. 2 included as Exhibit 1 to this Amendment No. 2, 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 2 and Exhibit 3, respectively, to this Amendment No. 2.

Item 7.	Material to Be Filed as Exhibits
	Exhibit 1: Joint Filing Agreement dated as of November 7, 2007, by and among Discovery Equity Partners, L.P., Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy. Exhibit 2: Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006. Exhibit 3: Power of Attorney of Michael R. Murphy, dated as of August 24, 2006. Exhibit 4: Letter dated November 6, 2007 from Discovery Equity Partners, L.P. to the Board of Directors of Radyne Corporation

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.

	November 7, 2007
	Date

	DISCOVERY GROUP I, LLC,
	for itself and as general partner of
	DISCOVERY EQUITY PARTNERS, L.P.


	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/ Robert M. McLennan
	Robert M. McLennan
	Attorney-in-Fact for Daniel J. Donoghue
	Attorney-in-Fact for Michael R. Murphy

Exhibit Index

Exhibit 1		Joint Filing Agreement dated as of November 7, 2007, by and among Discovery Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.

Exhibit 2		Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006

Exhibit 3		Power of Attorney of Michael R. Murphy, dated as of August 24, 2006

Exhibit 4		Letter dated November 6, 2007 from Discovery Equity Partners, L.P. to the Board of Directors of Radyne Corporation

EX-1 2 a07-28669_1ex1.htm EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 1 to Schedule 13D to which this Agreement is attached.

Dated: November 7, 2007


	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/ Robert M. McLennan
			Robert M. McLennan
			Attorney-in-Fact for Daniel J. Donoghue
			Attorney-in-Fact for Michael R. Murphy

EX-2 3 a07-28669_1ex2.htm EX-2

EXHIBIT 2

POWER OF ATTORNEY

The undersigned, Daniel J. Donoghue, hereby appoints Robert M. McLennan 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 24th day of August, 2006.

	/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 24th day of August, 2006.

	/s/ Kareema M. Cruz
	Notary Public

EX-3 4 a07-28669_1ex3.htm EX-3

EXHIBIT 3

POWER OF ATTORNEY

The undersigned, Michael R. Murphy, hereby appoints Robert M. McLennan 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 24th day of August, 2006.

	/s/ Michael R. Murphy
	Michael R. Murphy

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

Given under my hand and notarial seal, this 24th day of August, 2006.

	/s/ Kareema M. Cruz
	Notary Public

EX-4 5 a07-28669_1ex4.htm EX-4

EXHIBIT 4

November 6, 2007

Board of Directors

Radyne Corporation

c/o Corporate Secretary

3138 East Elwood Street

Phoenix, AZ 85034

Re: Demand for Inspection of Books and Records of Radyne Corporation

Dear Radyne Directors:

Pursuant to Section 220(b) of the Delaware Code, the undersigned (“Discovery”), hereby demands to inspect and photocopy, during usual business hours, the following books and records of Radyne Corporation (the “Company”), for the period from January 1, 2006 through the date of this letter (the “Relevant Period”):

• minutes of the meetings of the Company’s Board of Directors and any committee thereof (the “Board”), that relate to any discussions concerning any acquisition, change of control of, or merger or other combination with, the Company, or any proposal or request for information related thereto;

• any documents related to the engagement of, and discussions with, any financial advisors regarding the value to shareholders of various strategic alternatives, including approaches by potential buyers, the impact of acquisitions, or the estimated value to shareholders of remaining independent and implementing management’s operating plan;

• any discussions, with either internal or outside counsel, with respect to the topic of defending the company against unsolicited offers or change-of-control transactions; and

• any presentations made to the Board or the senior management of the Company that relate to any of the foregoing topics.

Discovery, which together with its affiliates beneficially owns 1,618,427 shares of the Company as of the date of this letter, makes this demand in its capacity as a stockholder of the Company. As documentary evidence of such beneficial ownership, we have enclosed herewith our most recent amendment to the Schedule 13D filed with the Securities and Exchange Commission on behalf of Discovery and its affiliates.

We believe that, during the Relevant Period, several qualified suitors have approached the Company with a desire to pay a substantial premium to acquire the Company. We believe that

the Board categorically dismissed these bona fide offers without serious consideration of the value that any such transaction could have provided to shareholders. As documented in our prior correspondence, we believe that multiple offers have been rejected and that the Board has not performed an objective analysis of all strategic alternatives available to the Company and its shareholders.

Therefore, we now feel compelled to review the books and records listed above, specifically with respect to deliberations on the topic of evaluating strategic alternatives. We feel that we can no longer rely on statements made by the Board, and that we must independently review these books and records. Discovery requests access to the books and records identified above to determine if the Directors have discharged their fiduciary duties and acted in the best interest of the Company’s shareholders with respect to proposals, offers or discussions related to strategic alternatives for the Company. Discovery plans to use this information as a basis for further discussions with the Board and other shareholders regarding the future of the Company.

Since these records would be deemed material, non-public information we will sign an appropriate nondisclosure agreement. We are also willing to enter into a defined and appropriate standstill agreement with respect to purchasing or selling Company shares.

Pursuant to 220(c) of the Delaware Code, we look forward to your response within 5 business days.

The undersigned affirms that the statements made in this letter are true, and that the documentary evidence of beneficial ownership enclosed herewith is a true and correct copy of what it purports to be, under penalty of perjury under the laws of the United States.

Sincerely,

Discovery Equity Partners, L.P.

By:	Discovery Group I, LLC,
	its General Partner


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

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 2)*