Item 1.
Security and Issuer
This Amendment No. 2 (the
Amendment
No. 2
) 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. 2 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, as amended by Amendment No. 1
to the Schedule 13D filed by the Reporting Persons on January 8, 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. 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 3.
Source and Amount of Funds or Other Consideration
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 861,418 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of January 31, 2008 was approximately $7,026,070, and the total purchase price for the 740,046 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $6,033,717.
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 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 740,406 shares of Common Stock as of January 31,
2008, which represents 7.9% of the outstanding Common Stock.
Discovery Group
beneficially owns 861,418 shares of Common Stock as of January 31, 2008,
which represents 9.2% of the outstanding Common Stock.
Mr. Donoghue
beneficially owns 861,418 shares of Common Stock as of January 31, 2008,
which represents 9.2% of the outstanding Common Stock.
Mr. Murphy
beneficially owns 861,418 shares of Common Stock as of January 31, 2008,
which represents 9.2% 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.
Item 7.
Material to Be Filed as Exhibits
Exhibit 1: List of transactions by Reporting Persons in
the Companys Common Stock since the date of the most recent filing on Schedule
13D.
Exhibit 2: Joint
Filing Agreement dated as of February 1, 2008, by and among Discovery
Equity Partners, L.P., Discovery Group I, LLC; Daniel J. Donoghue; and Michael
R. Murphy.
Exhibit 3: Power
of Attorney of Daniel J. Donoghue, dated as of August 24, 2006.
Exhibit 4: Power
of Attorney of Michael R. Murphy, dated as of August 24, 2006.
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