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UNITED STATES |
OMB APPROVAL |
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SECURITIES AND EXCHANGE |
OMB Number: |
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Washington, D.C. 20549 |
Expires: February 28, 2009 |
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SCHEDULE 13D |
Estimated average burden hours per response. . 14.5 |
Ashworth, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
04516H101
(CUSIP Number)
Daniel J. Donoghue
Michael R. Murphy
Discovery Equity Partners, L.P.
Discovery Group I, LLC
191 North Wacker Drive, Suite 1685
Chicago, IL 60606
Telephone Number: (312) 265-9600
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
April 3, 2007
(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. 04516H101 |
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1. |
Names of Reporting Persons / I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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2
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CUSIP No. 04516H101 |
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1. |
Names of Reporting Persons / I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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3
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CUSIP No. 04516H101 |
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1. |
Names of Reporting Persons / I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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4
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CUSIP No. 04516H101 |
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1. |
Names of Reporting Persons / I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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5
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Item 1. |
Security and Issuer. |
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This Amendment No. 3 (the Amendment No. 3) relates to the Common Stock, par value $0.001 per share (the Common Stock), of Ashworth, Inc., a Delaware corporation (the Company), which has its principal executive offices at 2765 Loker Avenue West, Carlsbad, California 92010. This Amendment No. 3 amends and supplements, as set forth below, the information contained in Items 1 and 5 of the Schedule 13D filed by the Reporting Persons with respect to the Company on September 26, 2005, as amended by an Amendment No. 1 thereto filed by the Reporting Persons on November 7, 2005 and an Amendment No. 2 thereto filed by the Reporting Persons on March 30, 2007 (as so amended, the Original Schedule 13D). All capitalized terms used herein but not defined herein have the meanings set forth in the Original Schedule 13D. Except as amended by this Amendment No. 3, all information contained in the Original 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 5. |
Interest in Securities of the Issuer. |
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Item 5 of the Original Schedule 13D is amended to read in its entirety as follows:
The information concerning percentages of ownership set forth below is based on 14,520,175 shares of Common Stock reported outstanding as of February 28, 2007 in the Companys most recent Quarterly Report on Form 10-Q, for the period ended January 31, 2007.
Discovery Partners owns beneficially and of record 599,558 shares of Common Stock as of April 3, 2007, which represents 4.1% of the outstanding Common Stock.
Discovery Group beneficially owns 687,377 shares of Common Stock as of April 3, 2007, which represents 4.7% of the outstanding Common Stock.
Mr. Donoghue beneficially owns 687,377 shares of Common Stock as of April 3, which represents 4.7% of the outstanding Common Stock.
Mr. Murphy beneficially owns 687,377 shares of Common Stock as of April 3, 2007, which represents 4.7% of the outstanding Common Stock.
Discovery Group is the sole general partner of Discovery Partners and an investment manager of the Other Partnership, which owns less than 5% of the outstanding shares of Common Stock, and Messrs. Donoghue and Murphy are the sole managing members of Discovery Group. As a consequence, all Reporting Persons share beneficial ownership of all of the shares of Common Stock reported by each of them, except that Discovery Partners does not have beneficial ownership of the shares of Common Stock owned by the Other Partnership.
The transactions in Common Stock effected by the Reporting Persons since the most recent filing on Schedule 13D are set out on Exhibit 4 hereto.
No person other than Discovery Partners and the Other Partnership 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.
Each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock on April 3, 2007. |
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Item 7. |
Material to Be Filed as Exhibits. |
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Exhibit 1: |
Joint Filing Agreement dated as of April 5, 2007, by and among |
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Discovery Equity Partners, L.P., Discovery Group I, LLC; Daniel J. Donoghue; and Michael R. Murphy. |
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Exhibit 2: |
Power of Attorney of Daniel J. Donoghue, dated as of August 24, 2006. |
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Exhibit 3: |
Power of Attorney of Michael R. Murphy, dated as of August 24, 2006. |
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Exhibit 4: |
List of transactions by Reporting Persons in the Companys Common Stock |
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since the most recent filing on Schedule 13D. |
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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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April 5, 2007 |
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Date |
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DISCOVERY GROUP I, LLC,
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Signature |
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Name/Title |
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Signature |
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Name/Title |
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Signature |
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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 |
Exhibit Index
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Exhibit 1 |
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Joint Filing Agreement dated as of April 5, 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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List of transactions by Reporting Persons in the Companys Common Stock since the most recent filing on Schedule 13D. |