0001188112-11-001746.txt : 20110613 0001188112-11-001746.hdr.sgml : 20110613 20110613153734 ACCESSION NUMBER: 0001188112-11-001746 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20110613 DATE AS OF CHANGE: 20110613 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN MEDICAL ALERT CORP CENTRAL INDEX KEY: 0000700721 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 112571221 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38635 FILM NUMBER: 11908172 BUSINESS ADDRESS: STREET 1: 3265 LAWSON BLVD CITY: OCEANSIDE STATE: NY ZIP: 11572 BUSINESS PHONE: 5165365850 MAIL ADDRESS: STREET 1: 3265 LAWSON BLVD CITY: OCEANSIDE STATE: NY ZIP: 11572 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 t70938_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 6) t70938_sc13da.htm


 
UNITED STATES
 
 
SECURITIES AND EXCHANGE
COMMISSION
 
 
 
Washington, D.C. 20549
 
 
 
SCHEDULE 13D
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
 
American Medical Alert Corp.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

027904101

(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)

June 7, 2011

(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.  027904101
 
 
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
316,676
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
316,676
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
316,676
 
 
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)
3.3%
 
 
14.
Type of Reporting Person (See Instructions)
OO

 
 
 
 

 

 
CUSIP No.  027904101
 
 
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
316,676
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
316,676
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
316,676
 
 
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)
3.3%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 
 
 

 

 
CUSIP No.  027904101
 
 
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
316,676
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
316,676
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
316,676
 
 
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)
3.3%
 
 
14.
Type of Reporting Person (See Instructions)
IN

 
 
 
 

 
 
Item 1.
Security and Issuer
 
 
This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of American Medical Alert Corp., a New York corporation (the “Company”), which has its principal executive offices at 36-36 33rd Street, Long Island City, New York 11106.  This Amendment No. 6 amends and supplements, as set forth below, the information contained in items 1, 2, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons on November 23, 2007, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on January 8, 2008, Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on February 1, 2008, Amendment No. 3 thereto filed by the Reporting Persons with respect to the Company on June 17, 2010, Amendment No. 4 thereto filed by the Reporting Persons with respect to the Company on April 6, 2011 and Amendment No. 5 thereto filed by the Reporting Persons with respect to the Company on May 18, 2011 (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. 6, 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. 6.
 
Item 2.
Identity and Background
 
 
Item 2 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
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 and of various related entities, which is his principal occupation.
 
Michael R. Murphy is a Managing Member of Discovery Group and of various related entities, which is his principal occupation.
 
Both Mr. Donoghue and Mr. Murphy are United States citizens.
 
The business address of each of the Reporting Persons is 191 North Wacker Drive, Suite 1685, 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 or is 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
 
 
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
The total purchase price for the 316,676 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of June 12, 2011 was approximately $2,156,018.  The source of such funds was the assets of two private investment partnerships (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, and 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 hereby amended to read in its entirety as follows:
 
The information concerning percentages of ownership set forth below is based on 9,618,849 shares of Common Stock reported outstanding as of May 16, 2011 in the Company’s most recent Quarterly Report on Form 10-Q, for the quarter ended March 31, 2011.
 
Discovery Group beneficially owns 316,676 shares of Common Stock as of June 12, 2011, which represents 3.3% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 316,676 shares of Common Stock as of June 12, 2011, which represents 3.3% of the outstanding Common Stock.
 
Mr. Murphy beneficially owns 316,676 shares of Common Stock as of June 12, 2011, which represents 3.3% 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, 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.
 
 
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.
 
Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on June 7, 2011.
 
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
 
 
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 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. 6 included as Exhibit 2 to this Amendment No. 6, 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. 6.
 
   
 
 
 

 

Item 7.
Material to Be Filed as Exhibits
 
 
Exhibit 1:    List of transactions effected by the 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 June 13, 2011, by and among 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.
 
 
June 13, 2011
 
Date
 
 
DISCOVERY GROUP I, LLC
 
 
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 effected by the 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 June 13, 2011, by and among 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 ex-1.htm EXHIBIT 1 ex-1.htm

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 Capital Market.  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
Shares
5/18/2011
Sale
$5.5000
1576
5/23/2011
Sale
5.4000
7600
5/25/2011
Sale
5.5000
9300
5/26/20111
Sale
5.5675
15200
5/31/20112
Sale
5.5832
1840
6/2/20113
Sale
5.4969
2291
6/7/20114
Sale
5.4004
173036
6/8/20115
Sale
5.5712
7500
6/9/20116
Sale
5.6011
7400
6/10/20117
Sale
5.5226
2100

 
 
 


 
1 This transaction was executed in multiple trades at prices ranging from $ 5.55 - 5.60.
2 This transaction was executed in multiple trades at prices ranging from $ 5.55 - 5.62.
3 This transaction was executed in multiple trades at prices ranging from $ 5.48 - 5.50.
4 This transaction was executed in multiple trades at prices ranging from $ 5.40 - 5.44.
5 This transaction was executed in multiple trades at prices ranging from $ 5.41 - 5.62.
6 This transaction was executed in multiple trades at prices ranging from $ 5.60 - 5.63.
7 This transaction was executed in multiple trades at prices ranging from $ 5.49 - 5.53.
EX-2 3 ex-2.htm EXHIBIT 2 ex-2.htm

EXHIBIT 2
 
JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Amendment No. 6 to Schedule 13D to which this Agreement is attached.
 
Dated:  June 13, 2011

 
    DISCOVERY GROUP I, LLC
     
     
    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 ex-3.htm EXHIBIT 3 ex-3.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 ex-4.htm EXHIBIT 4 ex-4.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