American Medical Alert Corp - Amended Statement of Beneficial Ownership (SC 13D/A)
January 08 2008 - 5:15PM
Edgar (US Regulatory)
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UNITED STATES
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OMB APPROVAL
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SECURITIES AND EXCHANGE
COMMISSION
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OMB Number:
3235-0145
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Washington, D.C. 20549
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Expires: February 28, 2009
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SCHEDULE 13D
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Estimated average burden hours per response. . 14.5
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Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
American Medical Alert Corp.
(Name of Issuer)
Common
Stock, $0.01 par value per share
(Title of Class of Securities)
(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)
(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 persons 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
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Discovery Equity Partners, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
629,991
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
629,991
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
629,991
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
6.7%
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14.
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Type of Reporting Person
(See Instructions)
PN
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2
CUSIP No.
027904101
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Discovery Group I, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
727,665
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
727,665
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
727,665
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
7.8%
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14.
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Type of Reporting Person
(See Instructions)
OO
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3
CUSIP No.
027904101
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Daniel J. Donoghue
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
727,665
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
727,665
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
727,665
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
7.8%
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14.
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Type of Reporting Person
(See Instructions)
IN
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4
CUSIP No.
027904101
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Michael R. Murphy
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
None.
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8.
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Shared Voting Power
727,665
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9.
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Sole Dispositive Power
None.
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10.
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Shared Dispositive Power
727,665
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
727,665
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
7.8%
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14.
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Type of Reporting Person
(See Instructions)
IN
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5
Item 1.
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Security
and Issuer
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This
Amendment No. 1 (the
Amendment
No. 1
) 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 3265 Lawson Boulevard, Oceanside, New York 11572. This Amendment
No. 1 amends and supplements, as set forth below, the information
contained in items 1, 3 and 5 of the Schedule 13D filed by the Reporting
Persons on November 23, 2007 (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. 1, 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. 1.
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Item 3.
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Source
and Amount of Funds or Other Consideration
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The first sentence of Item 3 of the Schedule 13D is amended to read in its entirety as follows:
The total purchase price for the 727,665 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of January 7, 2008 was approximately $6,140,983, and the total purchase price for the 629,991 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $5,303,390.
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Item 5.
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Interest
in Securities of the Issuer
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Item
5 of the Schedule 13D is amended to read in its entirety as follows:
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The
information concerning percentages of ownership set forth below is based on
9,383,611 shares of Common Stock reported outstanding as of November 12,
2007 in the Companys most recent Quarterly Report on Form 10-Q, for the
period ended September 30, 2007.
Discovery
Equity Partners beneficially owns 629,991 shares of Common Stock as of
January 7, 2008, which represents 6.7% of the outstanding Common Stock.
Discovery
Group beneficially owns 727,665 shares of Common Stock as of January 7,
2008, which represents 7.8 % of the outstanding Common Stock.
Mr. Donoghue
beneficially owns 727,665 shares of Common Stock as of January 7, 2008,
which represents 7.8% of the outstanding Common Stock.
Mr. Murphy
beneficially owns 727,665 shares of Common Stock as of January 7, 2008,
which represents 7.8% 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 Partnerships
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 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.
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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.
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Item 7.
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Material
to Be Filed as Exhibits
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Exhibit 1: List of transactions by Reporting
Persons in the Companys Common Stock
since the date of the most recent filing on Schedule 13D.
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Exhibit 2:
Joint Filing Agreement
dated as of January 8, 2008, by and among Discovery Equity Partners,
L.P., Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 3: Power of Attorney of Daniel J.
Donoghue, dated as of August 24, 2006.
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Exhibit 4: Power of Attorney of Michael R.
Murphy, dated as of August 24, 2006.
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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.
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January 8, 2008
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Date
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DISCOVERY
GROUP I, LLC,
for
itself and as general partner of
DISCOVERY
EQUITY PARTNERS, L.P.
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By: Michael R. Murphy*
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Signature
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Michael R. Murphy, Managing Member
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Name/Title
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Daniel J. Donoghue*
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Signature
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Daniel J. Donoghue
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Name/Title
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Michael R. Murphy*
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Signature
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Michael R. Murphy
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Name/Title
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*By: /s/ Robert M. McLennan
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Robert M. McLennan
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Attorney-in-Fact for Daniel J. Donoghue
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Attorney-in-Fact for Michael R. Murphy
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Exhibit Index
Exhibit 1
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List
of transactions by Reporting Persons in the Companys Common Stock since the
date of the most recent filing on Schedule 13D.
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Exhibit 2
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Joint
Filing Agreement dated as of January 8, 2008, by and among Discovery
Equity Partners, L.P., Discovery Group I, LLC; Daniel J. Donoghue; and
Michael R. Murphy.
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Exhibit 3
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Power
of Attorney of Daniel J. Donoghue, dated as of August 24, 2006
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Exhibit 4
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Power
of Attorney of Michael R. Murphy, dated as of August 24, 2006
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