National Medical Health Card Systems Inc - Amended Statement of Ownership (SC 13G/A)
14 Februar 2008 - 9:22PM
Edgar (US Regulatory)
|
UNITED
STATES
|
|
|
SECURITIES
AND EXCHANGE COMMISSION
|
|
|
Washington,
D.C. 20549
|
|
|
|
|
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
National
Medical Health Card Systems, Inc.
(Name of Issuer)
Common
Stock, $.001 par value per share
(Title of Class of
Securities)
(CUSIP Number)
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
o
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
*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 the disclosures provided in a prior cover page.
The information required in 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. 636918302
|
|
|
1.
|
Names of Reporting Persons
Discovery Equity Partners, L.P.
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
|
Not Applicable
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
Illinois
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
None
|
|
6.
|
Shared Voting Power
822,710
|
|
7.
|
Sole Dispositive Power
None
|
|
8.
|
Shared Dispositive Power
822,710
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
822,710
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not Applicable
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
14.8%
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
PN
|
|
|
|
|
|
|
2
CUSIP No. 636918302
|
|
|
1.
|
Names of Reporting Persons
Discovery Group I, LLC
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
|
Not Applicable
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
Delaware
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
None
|
|
6.
|
Shared Voting Power
968,120
|
|
7.
|
Sole Dispositive Power
None
|
|
8.
|
Shared Dispositive Power
968,120
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
968,120
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not Applicable
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
17.4%
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
3
CUSIP No. 636918302
|
|
|
1.
|
Names of Reporting Persons
Daniel J. Donoghue
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
|
Not Applicable
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of Organization
U.S.A.
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
None
|
|
6.
|
Shared Voting Power
968,120
|
|
7.
|
Sole Dispositive Power
None
|
|
8.
|
Shared Dispositive Power
968,120
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
968,120
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not Applicable
|
|
|
11.
|
Percent of Class
Represented by Amount in Row (9)
17.4%
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
4
CUSIP No. 636918302
|
|
|
1.
|
Names of Reporting Persons
Michael R. Murphy
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
o
|
|
|
|
Not Applicable
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
U.S.A.
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
None
|
|
6.
|
Shared Voting Power
968,120
|
|
7.
|
Sole Dispositive Power
None
|
|
8.
|
Shared Dispositive Power
968,120
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
968,120
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
Not Applicable
|
|
|
11.
|
Percent of Class Represented
by Amount in Row (9)
17.4%
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
5
Item 1.
|
|
(a)
|
Name of Issuer
National Medical Health Card Systems, Inc.
|
|
(b)
|
Address of Issuers
Principal Executive Offices
26 Harbor Park Drive, Port Washington, NY 11050
|
|
Item 2.
|
|
(a)
|
Name of Person Filing
Discovery Equity Partners, L.P.
(Discovery
Partners)
Discovery Group I, LLC,
the general partner of Discovery Partners
(Discovery
Group)
Daniel J. Donoghue, a
Managing Member of Discovery Group
Michael R. Murphy, a
Managing Member of Discovery Group
|
|
(b)
|
Address of Principal
Business Office or, if none, Residence
Discovery Partners, Discovery Group, Mr. Donoghue, and Mr. Murphy are all
located at:
191 North Wacker Drive,
Suite 1685, Chicago, Illinois 60606
|
|
(c)
|
Citizenship
Discovery Partners is an Illinois limited partnership
Discovery Group is a
Delaware limited liability company
Mr. Donoghue and Mr.
Murphy are U.S. citizens
|
|
(d)
|
Title of Class of Securities
Common Stock, $.001 par value per share
|
|
(e)
|
CUSIP Number
636918302
|
|
Item 3.
|
If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
|
Not Applicable
|
|
(a)
|
o
|
Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o).
|
|
(b)
|
o
|
Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c).
|
|
(c)
|
o
|
Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
(d)
|
o
|
Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
|
|
(e)
|
o
|
An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
o
|
An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
o
|
A parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
o
|
A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
|
|
(i)
|
o
|
A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
o
|
Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
|
6
Item 4.
|
Ownership
|
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
|
|
(a)
|
Amount beneficially
owned:
Discovery Partners
822,710
Discovery Group 968,120
Mr. Donoghue 968,120
Mr. Murphy 968,120
|
|
(b)
|
Percent of class:
Discovery Partners 14.8%
Discovery Group 17.4%
Mr. Donoghue 17.4%
Mr. Murphy 17.4%
The foregoing percentages
are based on 5,558,871 shares of Common Stock of the Issuer identified in
Item 1 outstanding as of February 6, 2008, as reported in the Issuers
Quarterly Report on Form 10-Q for the quarterly period ended December 31,
2007.
|
|
(c)
|
Number of shares as to
which the person has:
|
|
|
(i)
|
Sole power to vote or to
direct the vote
None
|
|
|
(ii)
|
Shared power to vote or to
direct the vote
Discovery Partners
822,710
Discovery Group 968,120
Mr. Donoghue 968,120
Mr. Murphy 968,120
|
|
|
(iii)
|
Sole power to dispose or
to direct the disposition of
None
|
|
|
(iv)
|
Shared power to dispose or
to direct the disposition of
Discovery Partners
822,710
Discovery Group 968,120
Mr. Donoghue 968,120
Mr. Murphy 968,120
|
|
Item 5.
|
Ownership of Five Percent or Less
of a Class
|
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following
o
.
|
Not Applicable
|
|
Item 6.
|
Ownership of More than Five Percent
on Behalf of Another Person
|
The shares reported herein have been acquired on
behalf of discretionary clients of Discovery Group, including Discovery
Partners. Such discretionary clients
are entitled to receive all dividends from, and proceeds from the sale of,
those shares. Except for Discovery
Partners, none of those discretionary clients, to the knowledge of Discovery
Partners, Discovery Group, Mr. Donoghue or Mr. Murphy, has an economic
interest in more than 5% of the class.
|
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company or Control Person
|
Not Applicable
|
|
Item 8.
|
Identification and Classification
of Members of the Group
|
Not Applicable
|
|
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
|
|
Item 10.
|
Certification
|
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
|
7
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.
|
February 14, 2008
|
|
Date
|
|
|
|
DISCOVERY
GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
|
|
|
|
|
|
Michael R. Murphy*
|
|
Signature
|
|
|
|
Michael R. Murphy, Managing Member
|
|
Name/Title
|
|
|
|
|
|
Daniel J. Donoghue*
|
|
Signature
|
|
|
|
Daniel J. Donoghue
|
|
Name/Title
|
|
|
|
|
|
Michael R. Murphy*
|
|
Signature
|
|
|
|
Michael R. Murphy
|
|
Name/Title
|
|
|
|
|
|
*By: /s/ Robert M. McLennan
|
|
Robert M. McLennan
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R.
Murphy
|
|
|
8
Exhibit Index
Exhibit 1
|
|
Joint
Filing Agreement dated as of February 14, 2008, by and among Discovery
Equity Partners, L.P.; Discovery Group I, LLC; Daniel J. Donoghue; and
Michael R. Murphy.
|
|
|
|
Exhibit 2
|
|
Power
of Attorney of Daniel J. Donoghue, dated as of August 24, 2006
|
|
|
|
Exhibit 3
|
|
Power
of Attorney of Michael R. Murphy, dated as of August 24, 2006
|
9
Natl Medical Health Card Sys (MM) (NASDAQ:NMHC)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Natl Medical Health Card Sys (MM) (NASDAQ:NMHC)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
Echtzeit-Nachrichten über Natl Medical Health Card Sys (MM) (NASDAQ): 0 Nachrichtenartikel
Weitere National Medical Health Card Systems Inc News-Artikel