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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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CUSIP
No. 872386107
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1.
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Names
of Reporting Persons.
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)
WC
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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
580,870
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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
580,870
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
580,870
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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)
12.1%
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14.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP
No. 872386107
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1.
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Names
of Reporting Persons.
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
680,092
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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
680,092
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
680,092
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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)
14.2%
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14.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 872386107
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1.
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Names
of Reporting Persons.
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.
|
Sole
Voting Power
None.
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8.
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Shared
Voting Power
680,092
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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
680,092
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
680,092
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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)
14.2%
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14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 872386107
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1.
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Names
of Reporting Persons.
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
680,092
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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
680,092
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
680,092
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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)
14.2%
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14.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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Security
and Issuer
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This
Amendment No. 6 (the “Amendment No. 6”)
relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of
TESSCO Technologies Incorporated, a Delaware corporation (the “Company”), which has its
principal executive offices at 11126 McCormick Road, Hunt Valley, Maryland
21031. This Amendment No. 6 amends and supplements, as set
forth below, the information contained in items 1, 3, 4, 5 and 6 of the
Schedule 13D filed by the Reporting Persons on March 14, 2008, as amended
by Amendment No. 1 thereto filed by the Reporting Persons with respect to
the Company on April 14, 2008, Amendment No. 2 thereto filed by the
Reporting Persons with respect to the Company on May 23, 2008, Amendment
No. 3 filed by the Reporting Persons with respect to the Company on June
10, 2008, Amendment No. 4 filed by the Reporting Persons with respect to
the Company on July 9, 2008 and Amendment No. 5 filed by the Reporting
Persons with respect to the Company on January 29, 2009 (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.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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Item
3 of the Schedule 13D is amended to read in its entirety as
follows:
The
total purchase price for the 680,092 shares of Common Stock beneficially
owned by Discovery Group and Messrs. Donoghue and Murphy as of July 22,
2009 was approximately $9,923,532, and the total purchase price for the
580,870 shares of Common Stock beneficially owned by Discovery Equity
Partners was approximately $8,476,749. 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. None of the shares of
Common Stock beneficially owned by the Reporting Persons currently serves
as collateral for any such margin loans. The Partnerships are
the legal owner of all of the Common Stock beneficially owned by Discovery
Group and Messrs. Donoghue and
Murphy.
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Item
4.
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Purpose
of Transaction
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Item
4 of the Schedule 13D is amended by adding the following as the sixth
paragraph thereto:
On
July 23, 2009, Discovery Equity Partners sent a letter to the Board of
Directors of the Company relating to, among other things, (i) the voting
results at the Company’s 2009 Annual Meeting of Stockholders with respect
to the shareholder proposal presented by Discovery Equity Partners
requesting that the Board of Directors eliminate the Company’s Shareholder
Rights Plan and (ii) Discovery Equity Partners’ request that the Board of
Directors of the Company form a standing Strategic Alternatives Committee
of the Board to adopt and supervise specific guidelines to respond to
strategic interest expressed by other parties in order avoid the conflicts
between management’s interests and those of the shareholders generally in
these matters. The description of the aforementioned letter of
Discovery Equity Partners contained in this Schedule 13D is qualified in
its entirely by reference to the text of such letter, which is included as
Exhibit 1
to this Amendment No. 6 and is incorporated by reference
herein.
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Item
5.
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Interests
in Securities of the Issuer
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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 4,805,329 shares of Common Stock reported outstanding as of June 4,
2009 in the Company’s Proxy Statement on Schedule 14A, filed on June 12,
2009.
Discovery
Equity Partners beneficially owns 580,870 shares of Common Stock as of
July 23, 2009, which represents 12.1% of the outstanding Common
Stock.
Discovery
Group beneficially owns 680,092 shares of Common Stock as of July 23,
2009, which represents 14.2% of the outstanding Common Stock.
Mr.
Donoghue beneficially owns 680,092 shares of Common Stock as of July 23,
2009, which represents 14.2% of the outstanding Common Stock.
Mr.
Murphy beneficially owns 680,092 shares of Common Stock as of July 23,
2009, which represents 14.2% 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
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, 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 during the
past 60 days are set out in Exhibit 2
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
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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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. 6 included as
Exhibit 3
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 4 and
Exhibit
5, respectively, to this Amendment No.
6.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1: Letter dated July 23, 2009 of Discovery Equity
Partners to the Board of Directors of the
Company.
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Exhibit
2: List of transactions by Reporting Persons in
the Company’s Common Stock
during
the 60-day period preceding this filing.
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Exhibit
3: Joint Filing Agreement dated as of July 24,
2009, by and among Discovery Equity Partners; Discovery Group; Daniel J.
Donoghue; and Michael R. Murphy.
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Exhibit
4: Power of Attorney of Daniel J. Donoghue, dated
as of April 28, 2008.
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Exhibit
5: Power of Attorney of Michael R. Murphy, dated
as of April 28,
2008.
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July
24, 2009
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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.
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/
Mark Buckley
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Mark
Buckley
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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
1:
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Letter
dated July 23, 2009 of Discovery Equity Partners to the Board of Directors
of the Company.
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Exhibit
2:
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List
of transactions by Reporting Persons in the Company’s Common Stock
during
the 60-day period preceding this filing.
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Exhibit
3:
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Joint
Filing Agreement dated as of July 24, 2009, by and among Discovery Equity
Partners; Discovery Group; Daniel J. Donoghue; and Michael R.
Murphy.
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Exhibit
4:
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Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008
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Exhibit
5:
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Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008
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