UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
Forgent
Networks, Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
34629U103
(CUSIP
Number)
Fenil
Shah
12
Pinetop Road
Barrington,
RI 02806
508-725-8634
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May
27, 2009
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
|
CUSIP
No.: 34629U103
|
|
|
1.
Name of reporting persons:
Fenil
Shah
|
|
|
2.
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
|
|
|
3.
SEC use only
|
|
|
4.
Source of Funds
OO
|
|
|
5.
Check if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) [ ]
|
|
|
6.
Citizenship or Place of Organization:
Unites
States citizen
|
|
|
Number
of shares beneficially
owned
by each reporting person
|
|
|
7.
Sole Voting Power
305,854
1
|
|
|
8.
Shared Voting Power
-0-
|
|
|
9.
Sole Dispositive Power
305,854
2
|
|
|
10.
Shared Dispositive Power
-0-
|
|
|
11.
Aggregate amount beneficially owned by each reporting person:
305,854
3
|
|
|
12.
Check if the aggregate amount in row (11) excludes certain
shares [ ]
|
|
|
13.
Percent of class represented by amount in row (11):
1%
|
|
|
14.
Type of reporting person:
IN
|
|
1 Represents (i) 221,323 shares of Common
Stock held in his name; and (ii) 84,531 shares of Common Stock held in the name
of Romil Shah, the minor child of Fenil Shah. Fenil Shah has sole
voting and investment control with respect to the shares held of record by his
minor child. As a result, Fenil Shah may be deemed to be the
beneficial owner of Issuer securities held by Romil Shah.
3 See footnote 1
above.
Page 2 of
15
|
CUSIP
No.: 34629U103
|
|
|
1.
Name of reporting persons:
Sarla
Software LLC
|
|
|
2.
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
|
|
|
3.
SEC use only
|
|
|
4.
Source of Funds
OO
|
|
|
5.
Check if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) [ ]
|
|
|
6.
Citizenship or Place of Organization:
Rhode
Island
|
|
|
Number
of shares beneficially
owned
by each reporting person
|
|
|
7.
Sole Voting Power
-0-
|
|
|
8.
Shared Voting Power
147,3114
|
|
|
9.
Sole Dispositive Power
-0-
|
|
|
10.
Shared Dispositive Power
147,3115
|
|
|
11.
Aggregate amount beneficially owned by each reporting person:
147,3116
|
|
|
12.
Check if the aggregate amount in row (11) excludes certain
shares [ ]
|
|
|
13.
Percent of class represented by amount in row (11):
Less
than 1%
|
|
|
14.
Type of reporting person:
OO
|
|
6 See footnote 4
above.
Page 3 of
15
|
CUSIP
No.: 34629U103
|
|
|
1.
Name of reporting persons:
Chimanlal
Shah
|
|
|
2.
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
|
|
|
3.
SEC use only
|
|
|
4.
Source of Funds
OO,
PF
|
|
|
5.
Check if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) [ ]
|
|
|
6.
Citizenship or Place of Organization:
United
States Citizen
|
|
|
Number
of shares beneficially
owned
by each reporting person
|
|
|
7.
Sole Voting Power
854,664
|
|
|
8.
Shared Voting Power
147,3117
|
|
|
9.
Sole Dispositive Power
854,664
|
|
|
10.
Shared Dispositive Power
147,3118
|
|
|
11.
Aggregate amount beneficially owned by each reporting person:
1,001,9759
|
|
|
12.
Check if the aggregate amount in row (11) excludes certain
shares [ ]
|
|
|
13.
Percent of class represented by amount in row (11):
3.2%
|
|
|
14.
Type of reporting person:
IN
|
|
7 Includes 147,311 shares of Common Stock
in the name of Sarla Software LLC. Chimanlal Shah is a member of
Sarla Software LLC, and has shared voting and investment control with respect to
the shares held of record by Sarla Software LLC. As a result,
Chimanlal Shah may be deemed to be the beneficial owner of Issuer securities
held by Sarla Software LLC. However, Chimanlal Shah disclaims
beneficial ownership of all shares held of record by Sarla Software LLC except
to the extent of his pecuniary interest therein.
9 See footnote 7
above.
Page 4 of
15
|
CUSIP
No.: 34629U103
|
|
|
1.
Name of reporting persons:
Falguni
Shah
|
|
|
2.
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
|
|
|
3.
SEC use only
|
|
|
4.
Source of Funds
OO
|
|
|
5.
Check if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) [ ]
|
|
|
6.
Citizenship or Place of Organization:
United
States Citizen
|
|
|
Number
of shares beneficially
owned
by each reporting person
|
|
|
7.
Sole Voting Power
165,458
|
|
|
8.
Shared Voting Power
147,31110
|
|
|
9.
Sole Dispositive Power
165,458
|
|
|
10.
Shared Dispositive Power
147,31111
|
|
|
11.
Aggregate amount beneficially owned by each reporting person:
312,76912
|
|
|
12.
Check if the aggregate amount in row (11) excludes certain
shares [ ]
|
|
|
13.
Percent of class represented by amount in row (11):
1.0%
|
|
|
14.
Type of reporting person:
IN
|
|
10 Includes 147,311 shares of Common Stock
in the name of Sarla Software LLC. Falguni Shah is a member of Sarla
Software LLC, and has shared voting and investment control with respect to the
shares held of record by Sarla Software LLC. As a result, Falguni
Shah may be deemed to be the beneficial owner of Issuer securities held by Sarla
Software LLC. However, Falguni Shah disclaims beneficial ownership of
all shares held of record by Sarla Software LLC except to the extent of her
pecuniary interest therein.
12 See footnote 10
above.
Page 5 of
15
|
CUSIP
No.: 34629U103
|
|
|
1.
Name of reporting persons:
Ruchir
Shah
|
|
|
2.
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
|
|
|
3.
SEC use only
|
|
|
4.
Source of Funds
OO
|
|
|
5.
Check if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) [ ]
|
|
|
6.
Citizenship or Place of Organization:
United
States citizen
|
|
|
Number
of shares beneficially
owned
by each reporting person
|
|
|
7.
Sole Voting Power
104,531
|
|
|
8.
Shared Voting Power
-0-
|
|
|
9.
Sole Dispositive Power
104,531
|
|
|
10.
Shared Dispositive Power
-0-
|
|
|
11.
Aggregate amount beneficially owned by each reporting person:
104,531
|
|
|
12.
Check if the aggregate amount in row (11) excludes certain
shares [ ]
|
|
|
13.
Percent of class represented by amount in row (11):
Less
than 1%
|
|
|
14.
Type of reporting person:
IN
|
|
Page 6 of
15
|
CUSIP
No.: 34629U103
|
|
|
1.
Name of reporting persons:
Snehal
Shah
|
|
|
2.
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
|
|
|
3.
SEC use only
|
|
|
4.
Source of Funds
OO
|
|
|
5.
Check if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) [ ]
|
|
|
6.
Citizenship or Place of Organization:
United
States citizen
|
|
|
Number
of shares beneficially
owned
by each reporting person
|
|
|
7.
Sole Voting Power
242,07413
|
|
|
8.
Shared Voting Power
-0-
|
|
|
9.
Sole Dispositive Power
242,07414
|
|
|
10.
Shared Dispositive Power
-0-
|
|
|
11.
Aggregate amount beneficially owned by each reporting person:
242,07415
|
|
|
12.
Check if the aggregate amount in row (11) excludes certain
shares [ ]
|
|
|
13.
Percent of class represented by amount in row (11):
Less
than 1%
|
|
|
14.
Type of reporting person:
IN
|
|
13 Represents (i) 164,655 shares of Common
Stock held in his name; and (ii) 77,419 shares of Common Stock held in the name
of Utkarsh Shah, the minor child of Snehal Shah. Snehal Shah has sole
voting and investment control with respect to the shares held of record by his
minor child. As a result, Snehal Shah may be deemed to be the
beneficial owner of Issuer securities held by Utkarsh Shah.
15 See footnote 13
above.
Page 7 of
15
|
CUSIP
No.: 34629U103
|
|
|
1.
Name of reporting persons:
Vibha
Shah
|
|
|
2.
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
|
|
|
3.
SEC use only
|
|
|
4.
Source of Funds
OO
|
|
|
5.
Check if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) [ ]
|
|
|
6.
Citizenship or Place of Organization:
United
States Citizen
|
|
|
Number
of shares beneficially
owned
by each reporting person
|
|
|
7.
Sole Voting Power
214,553
|
|
|
8.
Shared Voting Power
147,31116
|
|
|
9.
Sole Dispositive Power
214,553
|
|
|
10.
Shared Dispositive Power
147,31117
|
|
|
11.
Aggregate amount beneficially owned by each reporting person:
361,86418
|
|
|
12.
Check if the aggregate amount in row (11) excludes certain
shares [ ]
|
|
|
13.
Percent of class represented by amount in row (11):
1.2%
|
|
|
14.
Type of reporting person:
IN
|
|
16 Includes 147,311 shares of Common Stock
in the name of Sarla Software LLC. Vibha Shah is a member of Sarla
Software LLC, and has shared voting and investment control with respect to the
shares held of record by Sarla Software LLC. As a result, Vibha Shah
may be deemed to be the beneficial owner of Issuer securities held by Sarla
Software LLC. However, Vibha Shah disclaims beneficial ownership of
all shares held of record by Sarla Software LLC except to the extent of her
pecuniary interest therein.
18 See footnote 16
above.
Page 8 of
15
|
CUSIP
No.: 34629U103
|
|
|
1.
Name of reporting persons:
Ushma
Shah
|
|
|
2.
Check the appropriate box if a member of group
(a) [ ]
(b) [X]
|
|
|
3.
SEC use only
|
|
|
4.
Source of Funds
OO
|
|
|
5.
Check if disclosure of legal proceedings is required pursuant to items
2(d) or 2(e) [ ]
|
|
|
6.
Citizenship or Place of Organization:
United
States citizen
|
|
|
Number
of shares beneficially
owned
by each reporting person
|
|
|
7.
Sole Voting Power
77,419
|
|
|
8.
Shared Voting Power
-0-
|
|
|
9.
Sole Dispositive Power
77,419
|
|
|
10.
Shared Dispositive Power
-0-
|
|
|
11.
Aggregate amount beneficially owned by each reporting person:
77,419
|
|
|
12.
Check if the aggregate amount in row (11) excludes certain
shares [ ]
|
|
|
13.
Percent of class represented by amount in row (11):
Less
than 1%
|
|
|
14.
Type of reporting person:
IN
|
|
Page 9 of
15
|
Item 1.
|
Security and
Issuer.
|
The class
of equity securities to which this Statement on Schedule 13D (the “Statement”)
relates is the common stock, par value $0.01 per share (the “Common Stock” or
“Shares”), of Forgent Networks, Inc. (the “Issuer”), with its principal
executive offices located at 108 Wild Basin Road, Austin, Texas
78746.
|
Item 2.
|
Identity and
Background.
|
|
|
(a)
|
This Statement is being jointly
filed by each of the following persons (collectively, the “Reporting
Persons”) pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) because they may be deemed to
constitute a “group” within the meaning of Section 13(d)(3) of the
Exchange Act, although neither the fact of this filing nor anything
contained herein shall be deemed to be an admission by the
Reporting Persons
that a group exists:
|
Sarla Software LLC
Chimanlal Shah
Falguni Shah
Fenil Shah
Ruchir Shah
Snehal Shah
Vibha Shah
Ushma Shah
|
|
(b)-(c)
|
|
|
(i)
|
Sarla Software LLC, a Rhode Island
limited liability company (“Sarla Software”), with a principal business
address at 12 Pinetop Road, Barrington, RI 02806. Sarla Software is a
distributor of software
products.
|
|
|
(ii)
|
Chimanlal Shah, a United States
citizen, resides at 12 Pinetop Road, Barrington, RI 02806, and is
self-employed as part
of a family business.
|
|
|
(iii)
|
Falguni Shah, a United States
citizen, resides at 32 Mallard Cove, Barrington, RI 02806, and is
self-employed as part
of a family business.
|
|
|
(iv)
|
Fenil Shah, a United States
citizen, resides at 12 Pinetop Road, Barrington, RI 02806, and is
self-employed as part
of a family business.
|
|
|
(v)
|
Ruchir Shah, a United States
citizen, resides at 12 Pinetop Road, Barrington, RI 02806, and is
self-employed as part
of a family business.
|
|
|
(vi)
|
Snehal Shah, a United States
citizen, resides at 32 Mallard Cove, Barrington, RI 02806, and is
self-employed as part
of a family business.
|
|
|
(vii)
|
Vibha Shah, a United States
citizen, resides at 12 Pinetop Road, Barrington, RI 02806, and is
self-employed as part
of a family business.
|
Page 10
of 15
|
|
(viii)
|
Ushma Shah, a United States
citizen, resides at 32 Mallard Cove Barrington, RI 02806, and is
self-employed as part
of a family business.
|
|
|
(d)
|
No Reporting Person has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
|
|
|
(e)
|
No Reporting Person has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, or, as a result of such
proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
|
|
Item 3.
|
Source and Amount of Funds or
Other Consideration.
|
All of the shares of the Common Stock hereunder
were acquired by the Reporting Persons in an
acquisition of iSarla, Inc., a Delaware corporation (doing business as
“iEmployee”) on October 5, 2007 by the
Issuer. Such transaction was previously reported by the Issuer on a
Current Report on Form 8-K filed with the Securities and Exchange Commission on
October 5, 2007. The Reporting Persons hereunder were shareholders of
iSarla, Inc. and, pursuant to the terms of the Merger Agreement, received
2,111,864 shares of Issuer’s common stock represented hereunder as partial
consideration for the merger transaction.
In addition, 716,938 shares of the Common Stock held
by Chimanlal Shah were
previously held by Sarla Software LLC (and received in the aforementioned merger
transaction), and were
purchased by Chimanlal Shah from Sarla Software on July 29, 2008 for an aggregate purchase price of $129,048.84 ($0.18 per share). Such funds for the purchase were provided from Chimanlal
Shah’s personal funds.
|
Item 4.
|
Purpose of
Transaction.
|
The
Reporting Persons have concerns with the Issuer’s current performance and
near-future plans, and are issuing a joint press release today regarding the
same. The Reporting Persons are primarily concerned with the decision
of the Board of Directors to pursue a going private transaction, ostensibly as a
mechanism to reduce the costs of the Issuer. The Reporting Persons do
not believe this transaction will improve the financial prospects of the Issuer,
and wish the Board would focus on increasing the liquidity of the Issuer and
reducing costs.
|
Item 5.
|
Interest in Securities of the
Issuer.
|
|
|
(a)
|
The percentages used herein are
based on the 31,111,278 shares of Common Stock reported to be outstanding
by the Issuer as of March 11, 2009, as reported in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended January 31, 2009 filed with the
Securities and Exchange Commission on March 13,
2009.
|
|
|
(i)
|
Sarla Software LLC is the
beneficial owner of 147,311 shares of Common Stock, or less than 1% of the
outstanding shares of Common
Stock.
|
|
|
(ii)
|
Chimanlal Shah is the beneficial
owner of 1,001,975 shares of Common Stock, or 3.2% of the outstanding
shares of Common Stock, consisting of (i) 854,664 shares of Common Stock held
in his name;
and (ii) 147,311 shares of Common Stock held by
Sarla Software
LLC. Chimanlal Shah is a member of Sarla Software LLC, and
has shared voting and investment control
with respect to the shares held of record by Sarla Software LLC. As a result, Chimanlal Shah may be deemed to be the
beneficial owner of Issuer securities held by Sarla
Software LLC.
However, Chimanlal
Shah disclaims
beneficial ownership of all shares held of record by Sarla Software LLC except to the extent of his
pecuniary interest
therein.
|
Page 11
of 15
|
|
(iii)
|
Falguni Shah is the beneficial
owner of 312,769 shares of Common Stock, or 1% of the outstanding shares
of Common Stock,
consisting of (i)
165,458 shares of Common Stock held in
her name; and (ii) 147,311 shares of Common Stock held by
Sarla Software
LLC. Falguni Shah is a member of Sarla Software LLC, and
has shared voting and investment control
with respect to the shares held of record by Sarla Software LLC. As a result, Falguni Shah may be deemed to be the
beneficial owner of Issuer securities held by Sarla
Software LLC.
However, Falguni Shah disclaims beneficial ownership of
all shares held of record by Sarla Software LLC except to the extent
of her pecuniary
interest therein.
|
|
|
(iv)
|
Fenil Shah is the beneficial owner
of 305,854 shares of Common Stock, or 1% of the outstanding shares of
Common Stock,
consisting of (i)
221,323 shares of Common Stock held in
his name; and (ii) 84,531 shares of Common Stock held
in the name of Romil
Shah, the minor child of Fenil Shah. Fenil Shah has sole voting and investment control
with respect to the shares held of record by his minor child. As a result, Fenil Shah may be deemed to be the
beneficial owner of Issuer securities held by Romil
Shah.
|
|
|
(v)
|
Ruchir Shah is the beneficial
owner of 104,531 shares of Common Stock, or less than 1% of the
outstanding shares of Common
Stock.
|
|
|
(vi)
|
Snehal Shah is the beneficial
owner of 242,074 shares of Common Stock, or less than 1% of the
outstanding shares of Common Stock, consisting of (i) 164,655 shares of Common Stock held in
his name; and (ii) 77,419 shares of Common Stock held
in the name of
Utkarsh Shah, the minor child of Snehal Shah. Snehal Shah has sole voting and investment control
with respect to the shares held of record by his minor child. As a result, Snehal Shah may be deemed to be the
beneficial owner of Issuer securities held by Utkarsh
Shah.
|
|
|
(vii)
|
Vibha Shah is the beneficial owner
of 361,864 shares of Common Stock,
or 1.2% of the outstanding shares of
Common Stock,
consisting of (i)
214,553 shares of Common Stock held in
her name; and (ii) 147,311 shares of Common Stock held by
Sarla Software
LLC. Vibha Shah is a member of Sarla Software LLC, and
has shared voting and investment control
with respect to the shares held of record by Sarla Software LLC. As a result, Vibha Shah may be deemed to be the
beneficial owner of Issuer securities held by Sarla
Software LLC.
However, Vibha Shah disclaims beneficial ownership of
all shares held of record by Sarla Software LLC except to the extent
of her pecuniary
interest therein.
|
|
|
(viii)
|
Ushma Shah is the beneficial owner
of 77,419 shares of Common Stock, or less than 1% of the outstanding
shares of Common Stock.
|
The Reporting Persons may be deemed to
be a “group” by virtue of the matters discussed in Item 4, which “group” may be
deemed to beneficially own an aggregate of 2,111,864 shares of Common Stock,
representing approximately 6.8% of the outstanding shares of Common
Stock.
Page 12
of 15
|
|
(b))(i)
|
Sarla Software LLC shares power to vote or direct the vote or
shares power to
dispose or direct the disposition of 147,311 shares of Common
Stock with Chimanlal
Shah, Falguni Shah and Vibha Shah. Sarla Software LLC
does not have the sole power to vote or direct the vote or sole power to
dispose or direct the disposition of any shares of Common
Stock.
|
|
|
(ii)
|
Chimanlal Shah has the sole power
to vote or direct the vote or sole power to dispose or direct the
disposition of 854,664 shares of Common Stock. Chimanlal Shah,
as a member of Sarla Software LLC, shares power to vote or direct the vote
or shares power to dispose or direct the
disposition of 147,311 shares of Common Stock with Falguni Shah, Vibha Shah and
Sarla Software LLC.
|
|
|
(iii)
|
Falguni Shah has the sole power to vote or
direct the vote or sole power to dispose or direct the disposition of
165,458 shares of Common
Stock. Falguni Shah, as a member of Sarla
Software LLC, shares power to vote or direct the vote
or shares power to dispose or direct the
disposition of 147,311 shares of Common Stock with Chimanlal Shah, Vibha Shah
and Sarla Software LLC.
|
|
|
(iv)
|
Fenil Shah has the sole power to
vote or direct the vote or sole power to dispose or direct the disposition
of 305,854 shares of
Common Stock. Fenil Shah does not have the shared
power to vote or direct the vote or shared power to dispose or direct the
disposition of any shares of Common
Stock.
|
|
|
(v)
|
Ruchir Shah has the sole power to
vote or direct the vote or sole power to dispose or direct the disposition
of 104,531 shares of Common Stock. Ruchir Shah does not have
the shared power to vote or direct the vote or shared power to dispose or
direct the disposition of any shares of Common
Stock.
|
|
|
(vi)
|
Snehal Shah has the sole power to
vote or direct the vote or sole power to dispose or direct the disposition
of 242,074 shares of Common
Stock. Snehal Shah does not have the shared power to vote or
direct the vote or shared power to dispose or direct the disposition of
any shares of Common Stock.
|
|
|
(vii)
|
Vibha Shah has the sole power to
vote or direct the vote or sole power to dispose or direct the disposition of
214,553 shares of
Common Stock. Vibha Shah, as a member of Sarla Software LLC,
shares power to vote or direct the vote
or shares power to dispose or direct the disposition of
147,311 shares of
Common Stock with
Chimanlal Shah, Falguni Shah and Sarla Software LLC.
|
|
|
(viii)
|
Ushma Shah has the sole power to
vote or direct the vote or sole power to dispose or direct the disposition
of 77,419 shares of Common Stock. Ushma Shah does not have the
shared power to vote or direct the vote or shared power to dispose or
direct the disposition of any shares of Common
Stock.
|
|
|
(c)
|
During the past sixty days, there
were no transactions in shares of Common Stock, or any securities directly
or indirectly convertible into or exchangeable for shares of Common Stock,
by the Reporting Persons or any person or entity controlled by the
Reporting Persons or any person or entity for which the Reporting Persons
possess voting or investment control over the securities
thereof.
|
|
|
(d)
|
Not
applicable.
|
|
|
(e)
|
Not
applicable.
|
Page 13
of 15
|
Item 6.
|
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer.
|
Except as
otherwise set forth herein, the Reporting Persons do not have any contract,
arrangement understanding or relationship with any person with respect to the
securities of Issuer.
|
Item 7.
|
Material to Be Filed as
Exhibits.
|
The
following documents are filed as exhibits:
1 Agreement
of Joint Filing
2 Press
Release dated May 27, 2009.
Page 14
of 15
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.
|
Dated:
May 27, 2009
|
Sarla
Software LLC
|
||
|
By:
|
/s/
Fenil Shah
|
||
|
Name:
|
Fenil
Shah
|
||
|
Title:
|
President
|
||
|
/s/
Chimanlal Shah
|
||
|
Chimanlal
Shah
|
|
/s/
Falguni Shah
|
||
|
Falguni
Shah
|
|
/s/
Fenil Shah
|
||
|
Fenil
Shah
|
|
/s/
Ruchir Shah
|
||
|
Ruchir
Shah
|
|
/s/
Snehal Shah
|
||
|
Snehal
Shah
|
|
/s/
Vibha Shah
|
||
|
Vibha
Shah
|
|
/s/
Ushma Shah
|
||
|
Ushma
Shah
|
Page 15 of
15
Exhibit
1
AGREEMENT
OF JOINT FILING
FORGENT
NETWORKS, INC.
COMMON
STOCK
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby confirm the agreement by and among them to the
joint filing on behalf of each of them of a Statement on Schedule 13D, and any
and all amendments thereto, with respect to the above referenced securities and
that this Agreement be included as an Exhibit to such filing.
[Remainder
of Page Intentionally Left Blank.]
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 27,
2009.
|
Sarla
Software LLC
|
|||
|
By:
|
/s/
Fenil Shah
|
||
|
Name:
|
Fenil
Shah
|
||
|
Title:
|
President | ||
|
/s/
Chimanlal Shah
|
||
|
Chimanlal
Shah
|
|
/s/
Falguni Shah
|
||
|
Falguni
Shah
|
|
/s/
Fenil Shah
|
||
|
Fenil
Shah
|
|
/s/
Ruchir Shah
|
||
|
Ruchir
Shah
|
|
/s/
Snehal Shah
|
||
|
Snehal
Shah
|
|
/s/
Vibha Shah
|
||
|
Vibha
Shah
|
|
/s/
Ushma Shah
|
||
|
Ushma
Shah
|
Exhibit
2
Former
Owners of iEmployee Announce Opposition to Forgent Networks (d/b/a Asure
Software) Going Private Proposal.
BARRINGTON,
RI, May 27, 2009 – Fenil Shah, together with seven other current
shareholders of Forgent Networks, Inc. (the “Company”), d/b/a Asure Software
(Nasdaq: ASUR), today announced their concerns with the direction and leadership
of the current Board of Directors, as well as their opposition to the proposal
by the Board of Directors of the Company to enter into a going private
transaction. Shah, together with Snehal Shah and six other
shareholders of the Company, all of whom acquired their shares of the Company in
an acquisition in 2007 by the Company of iSarla, Inc., a Delaware corporation
(d/b/a iEmployee), hold approximately 2,100,000 shares of Common Stock of the
Company, or almost 7% of the outstanding shares.
Fenil
Shah stated, on behalf of himself and the other shareholders with whom he
jointly filed a Schedule 13D with the Securities and Exchange Commission, “We
have doubts about the effectiveness of the current Board of Directors of the
Company, for several reasons. Currently, there is no member of the
Board of Directors with substantial experience in either the payroll industry or
in outsourcing. Given the current business and products of the
Company, we believe that the Company would be better served by greater Board
member experience in these areas. We also feel that the costs and
expenses of the Company are too high given the current revenue, and the Board of
Directors of the Company needs to introduce workable and effective strategies to
reduce these costs and expenses while maintaining the quality and support of its
products. We also believe that the Company’s stockholders should have
greater liquidity, and that the Board of Directors should take steps to ensure
this. We believe the Company continues to have an attractive market
opportunity, even, or especially, in the current economy, but needs more
effective leadership from the Board to exploit this opportunity.”
Shah and
the other seven shareholders who were part of the aforementioned Schedule 13D
filing intend to vote against the proposed going private transaction at the
special meeting scheduled for June 2nd. They believe that remaining a
public company would enhance the liquidity of the Company, which could result in
a higher stock price.
Fenil
Shah is a serial entrepreneur currently pursuing a startup
business in Virtual gaming and e-learning industry. He has 10+ years
of experience in workforce management business in various leadership position.
He co-founded, grew and sold Iemployee to Asure in 2007. He has a M.S
in electrical engineering and has various industry publications under his
name.
Snehal
Shah is a serial entrepreneur currently pursuing a startup business in Mobile
Software industry. He has 20+ years of work experience in the software
industry among which 10 years were in the workforce management business. He
co-founded, grew and sold IEmployee to Asure Software in 2007. Prior to
that, he was involved in two other startups that were sold in 1999 and 2001. He
has M.S. in Electrical Engineering from SUNY, Stony Brook and a Business
Administration degree from Harvard University. He has various industry
publications under his name.