-----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, CtyoZs+bFNEb92ZuPUkfOZT0z+zOazDjg/x5tVHhbuIdQxystqBfKOVKlWzjkjDk te3cNiR42p5O0uSmDg/V/Q== 0001104659-09-000858.txt : 20090107 0001104659-09-000858.hdr.sgml : 20090107 20090107135943 ACCESSION NUMBER: 0001104659-09-000858 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090107 DATE AS OF CHANGE: 20090107 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPANISH BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000927720 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 133827791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57111 FILM NUMBER: 09512597 BUSINESS ADDRESS: STREET 1: 2601 S. BAYSHORE DRIVE, PHII CITY: MIAMI STATE: FL ZIP: 33133 BUSINESS PHONE: 3054416901 MAIL ADDRESS: STREET 1: 2601 S. BAYSHORE DRIVE, PHII CITY: MIAMI STATE: FL ZIP: 33133 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY EQUITY PARTNERS, LP CENTRAL INDEX KEY: 0001258542 IRS NUMBER: 300075082 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-265-9600 MAIL ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY EQUITY PARTNERS LP DATE OF NAME CHANGE: 20030806 SC 13D/A 1 a09-2544_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Spanish Broadcasting System, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

846425882

(CUSIP Number)

Daniel J. Donoghue

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 30, 2008

(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. 846425882

	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 Delaware

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

			8.	Shared Voting Power 1,535,454

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,535,454

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,535,454

	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) 3.7%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 846425882

	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 1,957,873

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,957,873

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,957,873

	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) 4.7%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 846425882

	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 1,957,873

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,957,873

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,957,873

	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) 4.7%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 846425882

	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 1,957,873

			9.	Sole Dispositive Power None.

			10.	Shared Dispositive Power 1,957,873

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,957,873

	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) 4.7%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer

	This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) relates to the Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of Spanish Broadcasting System, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 2601 South Bayshore Drive, PH II, Coconut Grove, Florida 33133. This Amendment No. 5 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 March 3, 2008, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on April 3, 2008, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on May 6, 2008, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on June 12. 2008 and Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on December 4, 2008 (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. 5, 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. 5.

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 1,957,873 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of January 5, 2009 was approximately $8,480,687, and the total purchase price for the 1,535,454 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $6,533,702. 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, including 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 amended to read in its entirety as follows: The information concerning percentages of ownership set forth below is based on 41,445,222 shares of Common Stock reported outstanding as of November 7, 2008 in the Company’s most recent Quarterly Report on Form 10-Q for the period ended September 30, 2008. Discovery Equity Partners beneficially owns 1,535,454 shares of Common Stock as of January 5, 2009, which represents 3.7% of the outstanding Common Stock. Discovery Group beneficially owns 1,957,873 shares of Common Stock as of January 5, 2009, which represents 4.7% of the outstanding Common Stock. Mr. Donoghue beneficially owns 1,957,873 shares of Common Stock as of January 5, 2009, which represents 4.7% of the outstanding Common Stock.

	Mr. Murphy beneficially owns 1,957,873 shares of Common Stock as of January 5, 2009, which represents 4.7% 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. Discovery Group is also a limited partner in the other Partnership. 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 since the date of the most recent filing on Schedule 13D 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. Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on December 30, 2008.

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. 5 included as Exhibit 2 to this Amendment No. 5, 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. 5.

Item 7.	Material to Be Filed as Exhibits
	Exhibit 1: List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
	Exhibit 2: Joint Filing Agreement dated as of January 7, 2009, 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.

	January 7, 2009
	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		List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.

Exhibit 2		Joint Filing Agreement dated as of January 7, 2009, 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 a09-2544_1ex1.htm EX-1

EXHIBIT 1

TRANSACTIONS SINCE THE DATE OF THE MOST RECENT FILING ON SCHEDULE 13D

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since the date of the most recent filing on Schedule 13D. Such transactions involved the sale of shares on the Nasdaq National Market System.

Date	Type	Price		Shares
12/4/2008	Sale	$	0.939	2400
12/4/2008	Sale	0.095		5900
12/4/2008	Sale	0.10		10200
12/4/2008	Sale	0.11		32200
12/4/2008	Sale	0.1199		20
12/4/2008	Sale	0.12		12900
12/5/2008	Sale	0.1001		1000
12/5/2008	Sale	0.1003		7000
12/5/2008	Sale	0.11		1
12/5/2008	Sale	0.1102		4000
12/5/2008	Sale	0.12		3200
12/5/2008	Sale	0.1299		200
12/5/2008	Sale	0.13		700
12/16/2008	Sale	0.0905		200
12/16/2008	Sale	0.0906		2000
12/16/2008	Sale	0.095		9700
12/16/2008	Sale	0.0937		4900
12/17/2008	Sale	0.0978		350
12/17/2008	Sale	0.098		950
12/17/2008	Sale	0.0997		15000
12/17/2008	Sale	0.10		2500
12/18/2008	Sale	0.089		100
12/18/2008	Sale	0.09		7000
12/18/2008	Sale	0.0951		400
12/18/2008	Sale	0.099		10000
12/18/2008	Sale	0.10		6900
12/19/2008	Sale	0.085		87177
12/19/2008	Sale	0.084		15923
12/22/2008	Sale	0.075		11900
12/22/2008	Sale	0.08		35000
12/22/2008	Sale	0.0801		100
12/22/2008	Sale	0.0802		10000
12/22/2008	Sale	0.0806		4400

Date	Type	Price		Shares
12/22/2008	Sale	$	0.0807	800
12/22/2008	Sale	0.0825		25000
12/22/2008	Sale	0.0851		600
12/22/2008	Sale	0.09		200
12/23/2008	Sale	0.085		75200
12/23/2008	Sale	0.0852		200
12/23/2008	Sale	0.0856		2900
12/23/2008	Sale	0.0875		1400
12/23/2008	Sale	0.0877		4000
12/23/2008	Sale	0.09		67100
12/23/2008	Sale	0.0948		300
12/23/2008	Sale	0.095		550
12/23/2008	Sale	0.0971		200
12/23/2008	Sale	0.0975		900
12/23/2008	Sale	0.099		900
12/23/2008	Sale	0.0995		100
12/23/2008	Sale	0.0998		9100
12/23/2008	Sale	0.10		17000
12/24/2008	Sale	0.085		90463
12/24/2008	Sale	0.0851		2000
12/24/2008	Sale	0.086		1837
12/24/2008	Sale	0.09		70100
12/24/2008	Sale	0.0925		100
12/26/2008	Sale	0.078		17500
12/26/2008	Sale	0.0792		600
12/26/2008	Sale	0.08		117300
12/26/2008	Sale	0.081		21000
12/26/2008	Sale	0.0849		9000
12/26/2008	Sale	0.09		3947
12/29/2008	Sale	0.085		45100
12/29/2008	Sale	0.0851		100
12/29/2008	Sale	0.0875		200
12/29/2008	Sale	0.0899		1600
12/29/2008	Sale	0.09		51900
12/29/2008	Sale	0.0905		700
12/29/2008	Sale	0.0907		100
12/29/2008	Sale	0.0908		100
12/29/2008	Sale	0.091		6600
12/30/2008	Sale	0.09		202200
12/30/2008	Sale	0.0905		200
12/30/2008	Sale	0.091		268
12/30/2008	Sale	0.0925		48300

Date	Type	Price		Shares
12/30/2008	Sale	$	0.0932	400
12/30/2008	Sale	0.0937		500
12/30/2008	Sale	0.0939		400
12/30/2008	Sale	0.094		1200
12/30/2008	Sale	0.0975		400
1/5/2009	Sale	0.100		3726

EX-2 3 a09-2544_1ex2.htm EX-2

EXHIBIT 2

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 5 to Schedule 13D to which this Agreement is attached.

Dated: January 7, 2009

	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 a09-2544_1ex3.htm EX-3

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 a09-2544_1ex4.htm EX-4

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

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