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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PRGX
Global, Inc.
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(Name
of Issuer)
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Common
Stock, no par value
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(Title
of Class of Securities)
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69357C503
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(CUSIP
Number)
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Michael
R. Murphy
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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
8, 2010
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(Date
of Event which Requires Filing of this
Statement)
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CUSIP
No. 69357C503
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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
1,275,403
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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
1,275,403
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,275,403
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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)
5.5%
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14.
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Type
of Reporting Person (See Instructions)
PN
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CUSIP
No. 69357C503
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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.
|
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
1,501,102
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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
1,501,102
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||||
11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,501,102
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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)
6.5%
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||||
14.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 69357C503
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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.
|
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
1,501,102
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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
1,501,102
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,501,102
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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)
6.5%
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||||
14.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No. 69357C503
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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
1,501,102
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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
1,501,102
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||||
11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,501,102
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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)
6.5%
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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
statement relates to the Common Stock, no par value (the “Common Stock”), of PRGX
Global, Inc., a Georgia corporation (the “Company”), which has its
principal executive offices at 600 Galleria Parkway, Suite 100, Atlanta,
Georgia 30339. This Amendment No. 1 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 February 12, 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. 1, 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.
1.
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Item
2.
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Identity and Background | ||
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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.
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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 hereby amended to read in its entirety as
follows:
The
total purchase price for the 1,501,102 shares of Common Stock beneficially
owned by Discovery Group and Messrs. Donoghue and Murphy as of March 9,
2010 was approximately $8,224,963, and the total purchase price for the
1,275,403 shares of Common Stock beneficially owned by Discovery Equity
Partners was approximately $6,987,874. 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.
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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 hereby amended to read in its entirety as
follows:
The
information concerning percentages of ownership set forth below is based
on 23,170,760 shares of Common Stock reported outstanding as of October
31, 2009 in the Company’s most recent Quarterly Report on Form 10-Q, for
the period ended September 30, 2009.
Discovery
Equity Partners beneficially owns 1,275,403 shares of Common Stock as of
March 9, 2010, which represents 5.5% of the outstanding Common
Stock.
Discovery
Group beneficially owns 1,501,102 shares of Common Stock as of March 9,
2010, which represents 6.5% of the outstanding Common Stock.
Mr.
Donoghue beneficially owns 1,501,102 shares of Common Stock as of March 9,
2010, which represents 6.5% of the outstanding Common Stock.
Mr.
Murphy beneficially owns 1,501,102 shares of Common Stock as of March 9,
2010, which represents 6.5% 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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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.
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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 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. 1 included as Exhibit 2 to
this Amendment No. 1, 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.
1.
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Item
7.
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Material
to Be Filed as Exhibits
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Exhibit
1: List
of transactions by Reporting Persons in the Company’s Common Stock
since
the date of the most recent filing on Schedule 13D.
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Exhibit
2: Joint
Filing Agreement dated as of March 10, 2010, by and among 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
10, 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
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List
of transactions by Reporting Persons in the Company’s Common Stock since
the date of the most recent filing on Schedule
13D.
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Exhibit
2
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Joint
Filing Agreement dated as of March 10, 2010, by and among Discovery Group;
Daniel J. Donoghue; and Michael R. Murphy.
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Exhibit
3
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Power
of Attorney of Daniel J. Donoghue, dated as of April 28,
2008.
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Exhibit
4
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Power
of Attorney of Michael R. Murphy, dated as of April 28,
2008.
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