Radyne Corp - Amended Statement of Beneficial Ownership (SC 13D/A)
November 16 2007 - 1:30PM
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. 3)*
(Name
of Issuer)
Common Stock, par value $0.001 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 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).
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CUSIP
No. 750611402
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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
1,391,192
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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
1,391,192
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2
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,391,192
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent
of Class Represented by Amount in Row (11)
7.4%
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14.
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Type
of Reporting Person (See Instructions)
PN
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3
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CUSIP
No. 750611402
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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
1,618,427
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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
1,618,427
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4
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,618,427
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
¨
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13.
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Percent
of Class Represented by Amount in Row (11)
8.6%
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14.
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Type
of Reporting Person (See Instructions)
OO
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5
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CUSIP
No. 750611402
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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
1,618,427
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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
1,618,427
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6
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,618,427
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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)
8.6%
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14.
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Type
of Reporting Person (See Instructions)
IN
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7
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CUSIP
No. 750611402
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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
1,618,427
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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
1,618,427
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8
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,618,427
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent
of Class Represented by Amount in Row (11)
8.6%
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14.
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Type
of Reporting Person (See Instructions)
IN
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9
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Item 1.
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Security
and Company
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This Amendment No. 3 to
Schedule 13D (“
Amendment No. 3
”) relates to the
Common Stock, par value $0.001 per share (the “
Common
Stock
”), of Radyne Corporation, a Delaware corporation (the “
Company
”), which has its principal executive offices at
3138 East Elwood Street, Phoenix, Arizona 85034. This Amendment No. 3 amends and
supplements, as set forth below, the information contained in Items 1, 4, 5, and
6 of the Schedule 13D filed by the Reporting Persons with respect to the
Company on July 26, 2007, as amended by Amendment No. 1 to Schedule 13D filed
by the Reporting Persons with respect to the Company on September 12, 2007
and Amendment No. 2 to Schedule 13D filed by the Reporting Persons with
respect to the Company on November 7, 2007 (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. 3, 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. 3.
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D
is hereby amended by adding the following as the fifth paragraph thereof:
On November 12, 2007,
Discovery Group received a response from legal counsel to the Company to
Discovery Equity Partners’ November 6, 2007 demand letter requesting to
inspect certain books and records of the Company under Section 220 of the
Delaware General Corporation relating to, among other things,
any
discussions concerning any acquisition, change of control of, or merger or
other combination with, the Company, or any proposal or request for
information related thereto
.
The letter from the Company’s counsel stated that the Board of
Directors of the Company would consider any request made in compliance with
Section 220 but that Discovery Equity Partners’ demand did not satisfy the
requirement of such statute regarding documentary evidence of beneficial
ownership of the Common Stock. On
November 15, 2007, Discovery Equity Partners sent a letter to the Board of
Directors of the Company disputing the alleged inadequacy of the evidence of
beneficial ownership provided by Discovery Equity Partners, providing
additional evidence of both beneficial and record ownership of Common Stock,
and reiterating the proper purpose for which the books and records were being
requested
.
The description of the
aforementioned letter of Discovery Equity Partners contained in this Schedule
13D is qualified in its entirety by reference to the full text of such
letter, which is included as
Exhibit 4
to this Amendment No. 3 and is
incorporated by reference herein.
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Item 5.
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Interest in Securities of the
Company
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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 18,711,437 shares of Common Stock reported
outstanding as of November 1, 2007 in the Company’s most recent Quarterly
Report on Form 10-Q, for the period ended September 30, 2007.
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10
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Discovery Equity Partners
beneficially owns 1,391,192 shares of Common Stock as of November 15, 2007,
which represents approximately 7.4% of the outstanding Common Stock.
Discovery Group
beneficially owns 1,618,427 shares of Common Stock as of November 15, 2007,
which represents approximately 8.6% of the outstanding Common Stock.
Mr. Donoghue beneficially
owns 1,618,427 shares of Common Stock as of November 15, 2007, which
represents approximately 8.6% of the outstanding Common Stock.
Mr. Murphy beneficially
owns 1,618,427 shares of Common Stock as of November 15, 2007, which
represents approximately 8.6% 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 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.
There were no transactions
in Common Stock effected by the Reporting Persons during the past 60 days.
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 Company
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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.
3 included as
Exhibit 1
to this Amendment No. 3, 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 2
and
Exhibit 3
,
respectively, to this Amendment No. 3.
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11
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit 1:
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Joint
Filing Agreement dated as of November 15, 2007, by and among Discovery Equity
Partners, L.P., Discovery Group I, LLC; Daniel J. Donoghue; and Michael R.
Murphy.
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Exhibit 2:
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Power of Attorney of
Daniel J. Donoghue, dated as of August 24, 2006.
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Exhibit 3:
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Power of Attorney of
Michael R. Murphy, dated as of August 24, 2006.
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Exhibit 4:
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Letter dated November 15, 2007 from Discovery
Equity Partners, L.P. to the Board of Directors of Radyne Corporation
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12
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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November
15, 2007
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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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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
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
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13
Exhibit
Index
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Exhibit 1
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Joint Filing Agreement
dated as of November 15, 2007, by and among Discovery Equity Partners, L.P.;
Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit 2
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Power of Attorney of
Daniel J. Donoghue, dated as of August 24, 2006
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Exhibit 3
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Power of Attorney of
Michael R. Murphy, dated as of August 24, 2006
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Exhibit 4
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Letter dated November 15,
2007 from Discovery Equity Partners, L.P. to the Board of Directors of Radyne
Corporation
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14
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