UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 24, 2009
FORGENT NETWORKS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware | 000-20008 | 74-2415696 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
108 Wild Basin Road
Austin TX, 78746
(Address of principal executive offices and Zip Code)
(512) 437-2700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At Forgent Networks, Inc. (the “Company”) annual shareholder meeting on December 17, 2009, shareholders voted in favor of a proposal to effect a 1-for-10 reverse stock split. In addition, shareholders also voted to ratify a proposal to change the Company’s name from Forgent Networks to Asure Software, Inc. On December 24, 2009, the Company issued a press release stating that the 1-for-10 reverse stock split would be effected beginning Tuesday, December 29, 2009. On December 28, 2009, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Delaware Secretary of State to effect the previously announced reverse split and name change.
| Item 9.01. |
Financial Statements and Exhibits
Press Release: Asure Software Announces Results of 2009 Annual Meeting, Sets Effective Date for 1-For-10 Reverse Stock Split.
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits:
| 99.1 |
Press Release of Forgent Networks, Inc. dated December 24, 2009
| 3.1 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Forgent Networks, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 29, 2009
FORGENT NETWORKS, INC.
By: /s/ David Sandberg
Name: David Sandberg
Title: Chairman of the Board
|
Delaware
|
PAGE
1
|
|
|
The
First State
|
|
State
of Delaware
Secretary
of State
Division
of Corporations
Delivered
08:50 AM 12/28/2009
FILED
08:40 AM 12/28/2009
SRV
091138205 - 2197785 FILE
|
|
1
|
The
Restated Certificate of Incorporation of Forgent Networks, Inc. is hereby
amended by deleting Article FIRST and inserting in its place the
following:
FIRST: The name of the corporation (the
“Corporation”) is Asure Software, Inc., formerly known as Forgent
Networks, Inc., formerly known as VTEL
Corporation.
|
|
2.
|
The
Restated Certificate of Incorporation of the Corporation is hereby amended
by deleting Article FOURTH and inserting in its place the
following:
FOURTH: The Corporation shall have the
authority to issue two (2) classes of shares to be designated,
respectively, “Preferred Stock” and “Common Stock.” All of said shares
shall be One Cent ($.01) par value each. The total number of shares of
capital stock which the Corporation shall have the authority to issue is
Eight Million (8,000,000), which shall consist of Six-and-One-Half Million
(6,500,000) shares of Common Stock and One-and-One-Half Million
(1,500,000) shares of Preferred Stock.
The
outstanding shares of Common Stock shall be reverse split on a 1 for 10
basis, effective as of the effective date of this Certificate of
Amendment.
Fractional
shares will be rounded up to the nearest whole number of
shares.
|
|
3.
|
The
foregoing amendments were duly adopted by the Board of Directors of the
Company in accordance with the provisions of the DGCL Section 242 and duly
approved by the stockholders of the Corporation by the required vote of
such stockholders in accordance with DGCL Section 242 at the annual
meeting of stockholders of the Corporation held on December 17, 2009 in
accordance with DGCL Section 222, and shall become effective on the date
this Certificate of Amendment to the Restated Certificate of Incorporation
is filed with the Secretary of State of the State of
Delaware.
|
|
Forgent
Networks, Inc.
|
||||
|
By:
|
/s/
Patrick
Goepel
|
|||
|
Name:
|
Patrick
Goepel
|
|||
|
Title:
|
Interim
CEO
|
|||
For Immediate Release
Asure Software Announces Results of 2009 Annual Meeting, Sets Effective Date for 1-For-10 Reverse Stock Split
Austin, Texas, December 24, 2009. Asure Software (NASDAQ: ASUR), a leading provider of workforce management software, announced that on December 17, 2009, shareholders ratified all of the proposals up for shareholder vote at the Company’s 2009 Annual Meeting. The Company achieved quorum for each proposal and greater than 95% of votes cast were in support of each of the first five proposals, with approximately 85% of votes cast supporting the 2009 equity plan. Additionally, pursuant to stockholder approval the Company has announced that a 1-for-10 reverse stock split will be effected beginning Tuesday, December 29, 2009. During a limited time beginning on December 29th, the Company’s ticker symbol will trade on a post-split basis as “ASURD”.
As a reminder, the Company has an active repurchase plan in place and has been and plans to continue to be active with it at or near current price levels.
For further information contact:
Lisa Flynn, Asure Software: (512) 437-2678
About Asure Software
Headquartered in Austin, Texas, Asure Software, (d/b/a of Forgent Networks, Inc.), empowers small to mid-size organizations and divisions of large enterprises to operate more efficiently, increase worker productivity and reduce costs through a comprehensive suite of on-demand workforce management software and services. Asure’s market-leading suite includes products that optimize workforce time and attendance tracking, benefits enrollment and tracking, pay stubs and W2 documentation, expense management, and meeting and event management. With additional offices in Warwick, Rhode Island, Vancouver, British Columbia, and Mumbai, India, Asure serves 3,500 customers around the world. For more information, please visit www.asuresoftware.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release regarding Asure's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties. Such risks and uncertainties, which include those associated with continued listing of the Company's securities on the NASDAQ Capital Market, could cause actual results to differ from those contained in the forward-looking statements.