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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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TESSCO
Technologies Incorporated
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(Name
of Issuer)
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Common
Stock, $0.01 par value per share
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(Title
of Class of Securities)
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872386107
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(CUSIP
Number)
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Daniel
J. Donoghue
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Discovery
Group I, LLC
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191
North Wacker Drive
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Suite
1685
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Chicago,
Illinois 60606
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Telephone
Number: (312) 265-9600
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(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
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March
4, 2010
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(Date
of Event which Requires Filing of this
Statement)
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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.
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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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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. 8 (the “Amendment No. 8”)
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. 8 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, Amendment No. 5 filed by the Reporting
Persons with respect to the Company on January 29, 2009, Amendment No. 6
filed by the Reporting Persons with respect to the Company on July 24,
2009 and Amendment No. 7 thereto filed by the Reporting Persons with
respect to the Company on February 2, 2010 (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. 8, 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. 8.
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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:
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The
total purchase price for the 680,092 shares
of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue
and Murphy as of March 4, 2010 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 seventh paragraph thereto: | |||
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On
March 4, 2010, Discovery Equity Partners sent a letter to the Board of
Directors of the Company (the “Board”) relating to
certain expressions of interest it has received from third parties with
respect to the possible acquisition of the Company. The
description of this aforementioned letter of Discovery Equity Partners
contained in this Schedule 13D is qualified in its entirely by reference
to the full text of such letter, which is included as Exhibit 1
to this Amendment No. 8 and is incorporated by reference
herein.
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Item
5
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Interests
in the 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 4,801,693 shares of Common Stock reported outstanding as of January 29,
2010 in the Company’s most recent Quarterly Report on Form 10-Q, for the
period ended December 27, 2009.
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Discovery
Equity Partners beneficially owns 580,870 shares of Common Stock as of
March 4, 2010, which represents 12.1% of the outstanding Common
Stock.
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Discovery
Group beneficially owns 680,092 shares of Common Stock as of March 4,
2010, which represents 14.2% of the outstanding Common
Stock.
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Mr.
Donoghue beneficially owns 680,092 shares of Common Stock as of March 4,
2010, which represents 14.2% of the outstanding Common
Stock.
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| Mr. Murphy beneficially owns 680,092 shares of Common Stock as of March 4, 2010, which represents 14.2% of the outstanding Common Stock. | |||
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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.
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There
have been no transactions in Common Stock effected by the Reporting
Persons during the past 60 days.
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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:
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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. 8 included as
Exhibit 2
to this Amendment No. 8, 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.
8.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1: Letter
dated March 4, 2010 of Discovery Equity Partners to the Board of Directors
of the Company.
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Exhibit
2: Joint
Filing Agreement dated as of March 5, 2010, by and among Discovery Equity
Partners; Discovery Group; Daniel J. Donoghue; and Michael R.
Murphy.
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Exhibit
3: Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008.
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Exhibit
4: Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008.
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March
5, 2010
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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.
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/ Mark Buckley
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Mark
Buckley
Attorney-in-Fact
for Daniel J. Donoghue
Attorney-in-Fact
for Michael R. Murphy
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Exhibit
1: Letter
dated March 4, 2010 of Discovery Equity Partners to the Board of Directors
of the Company.
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Exhibit
2: Joint
Filing Agreement dated as of March 5, 2010, by and among Discovery Equity
Partners; Discovery Group; Daniel J. Donoghue; and Michael R.
Murphy.
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Exhibit
3: Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008.
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Exhibit
4: Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008.
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