t67102_sc13da.htm

 
UNITED STATES
OMB APPROVAL
 
SECURITIES AND EXCHANGE
COMMISSION
OMB Number:
3235-0145
 
Washington, D.C. 20549
Expires: February
28, 2009
 
SCHEDULE 13D
Estimated average
burden hours per
response. . 14.5
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
SOMANETICS CORPORATION
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
834445405
(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)

February 4, 2010
(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).
 
 
 
 
 
CUSIP No.  834445405
 
 
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
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
WC
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Illinois
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
648,037
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
648,037
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
648,037
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
5.4%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 
 
 
CUSIP No.  834445405
 
 
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
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
762,355
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
762,355
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
762,355
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.4%
 
 
14.
Type of Reporting Person (See Instructions)
OO
 
 
 
 
 
 
CUSIP No.  834445405
 
 
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
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
762,355
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
762,355
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
762,355
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.4%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 
 
CUSIP No.  834445405
 
 
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
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
762,355
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
762,355
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
762,355
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.4%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 
 

Item 1.
Security and Issuer
   
 
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”), of Somanetics Corporation, a Michigan corporation (the “Company”), which has its principal executive offices at 1653 East Maple Road, Troy, Michigan 48083.  This Amendment No. 2 amends and supplements, as set forth below, the information contained in items 1, 2, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on December 28, 2009 , as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on January 7, 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. 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 2.
Identity and Background
   
 
Item 2 of the Schedule 13D is hereby amended by adding the following as the second line thereof:
 
Discovery Equity Partners, L.P. (“Discovery Equity Partners”) is an Illinois limited partnership primarily engaged in the business of investing in securities.
   
Item 3.
Source and Amount of Funds or Other Consideration
   
 
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:

The total purchase price for the 762,355 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of February 7, 2010 was approximately $11,420,903, and the total purchase price for the 648,037 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $9,708,146.  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.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
   
Item 5.
Interest in Securities of the Issuer
   
 
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
The information concerning percentages of ownership set forth below is based on 11,946,102 shares of Common Stock reported outstanding as of February 2, 2010 in the Company’s most recent Annual Report on Form 10-K, for the period ended November 30, 2009.
 
Discovery Equity Partners beneficially owns 648,037 shares of Common Stock as of February 7, 2010, which represents 5.4% of the outstanding Common Stock.
 
Discovery Group beneficially owns 762,355 shares of Common Stock as of February 7, 2010, which represents 6.4% of the outstanding Common Stock.
 
Mr. Donoghue beneficially owns 762,355 shares of Common Stock as of February 7, 2010, which represents 6.4% of the outstanding Common Stock.
 
 
 
 
 
 
Mr. Murphy beneficially owns 762,355 shares of Common Stock as of February 7, 2010, which represents 6.4% 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 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 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
 
Item 6 of the Schedule 13D is hereby 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 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 2 included as Exhibit 2 to this Amendment No. 2, 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. 2.
   
Item 7.
Material to Be Filed as Exhibits
   
 
Exhibit 1:       List of transactions effected by the Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
   
 
Exhibit 2:       Joint Filing Agreement dated as of February 8, 2010, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
   
 
Exhibit 3:       Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
   
 
Exhibit 4:       Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
 
 
 
 

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 8, 2010
 
Date
   
 
DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
 
 
By:  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/ Mark Buckley
 
Mark Buckley
 
Attorney-in-Fact for Daniel J. Donoghue
 
Attorney-in-Fact for Michael R. Murphy
 
 
 
 
 
Exhibit Index


Exhibit 1
List of transactions effected by the Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
   
Exhibit 2
Joint Filing Agreement dated as of February 8, 2010, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
   
Exhibit 3
Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
   
Exhibit 4
Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.