View:

Download DOC

Download PDF

Download XLS

                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

                                (Amendment No.  )

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_|     Preliminary Proxy Statement
|_|     Confidential, for Use of the Commission Only (as permitted by Rule
        14a-6(e)(2))
|_|     Definitive Proxy Statement
|_|     Definitive Additional Materials
|X|     Soliciting Material under Rule 14a-12

                             Forgent Networks, Inc.
                    108 Wild Basin Road, Austin, Texas 78746


     (Name of Person(s) Filing Proxy Statement if other than the Registrant)


              The Red Oak Fund, LP, a Delaware limited partnership;

     Pinnacle Fund, LLLP, a Colorado limited liability limited partnership;

       Bear Market Opportunity Fund, L.P., a Delaware limited partnership;

          Pinnacle Partners, LLC, a Colorado limited liability company;

          Red Oak Partners, LLC, a New York limited liability company;

                                 David Sandberg.

Payment of Filing Fee (Check the appropriate box):

|X|     No fee required.

|_|     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
        1.      Title of each class of securities to which transaction applies:
        2.      Aggregate number of securities to which transaction applies:
        3.      Per unit price or other underlying value of transaction computed
                pursuant to Exchange Act Rule 0-11 (Set forth the amount on
                which the filing fee is calculated and state how it was
                determined):
        4.      Proposed maximum aggregate value of transaction:
        5.      Total fee paid:

|_|     Fee paid previously with preliminary materials.

|_|     Check box if any part of the fee is offset as provided by Exchange Act
        Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
        paid previously. Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.
        1.      Amount Previously Paid:
        2.      Form, Schedule or Registration Statement No.:
        3.      Filing Party:
        4.      Date Filed:





On May 29, 2009 Red Oak filed an amended Schedule 13D which included Exhibits
99.A, 99.B, 99.C, and 99.D.  These Exhibits are hereby filed separately as
Exhibits 99.A , 99.B, 99.C, and 99.D.  Additionally, on May 29, 2009 Red Oak
and the Pinnacle Fund, LLLP issued a press release which is included as
Exhibit E.








Important Information
Pinnacle Fund, LLLP ("Pinnacle") filed a definitive proxy statement with the
Securities and Exchange Commission on May 28, 2009, in connection with the
special meeting of stockholders of Forgent Networks, Inc. (the "Company") to
be held on June 2, 2009.  Stockholders are strongly advised to carefully read
Pinnacle's definitive proxy statement, as it contains important information.
Pinnacle and certain other persons are deemed participants in the solicitation
of proxies from stockholders in connection with the special meeting of
stockholders.  Information concerning such participants is available in
Pinnacle's definitive proxy statement.  Stockholders may obtain, free of
charge, copies of Pinnacle's definitive proxy statement and any other
documents Pinnacle files with or furnishes to the Securities and Exchange
Commission in connection with the special meeting of stockholders through the
Securities and Exchange Commission's website at www.sec.gov, and through the
following website: www.ourmaterials.com/pinnaclefund.

After the Company announces its annual meeting at which the Company's
stockholders will elect a new board of directors, Pinnacle intends to file a
definitive proxy statement soliciting votes for Pinnacle's nominees to the
Company's board of directors.  Pinnacle is not asking you at this time to vote
on its slate of directors.  Once Pinnacle's definitive proxy statement for the
annual meeting becomes available, Pinnacle strongly advises stockholders to
carefully read that definitive proxy statement, as it will contain important
information.   Information concerning Pinnacle and any other persons deemed
participants in Pinnacle's solicitation of proxies from stockholders in
connection with the annual meeting will be available in Pinnacle's definitive
proxy statement for the annual meeting.  Once Pinnacle's definitive proxy
statement for the annual meeting becomes available, stockholders will be able
to obtain, free of charge, copies of that statement and any other documents
Pinnacle files with or furnishes to the Securities and Exchange Commission
through the Securities and Exchange Commission's website at www.sec.gov.

PINNACLE PARTNERS, LLC
654 Broadway, Suite 5 | New York, New York 10012
 Telephone (212) 614-8952 | Facsimile (646) 390-6784


May 28, 2009

Asure Software
108 Wild Basin Road
Austin, TX 78746
Attention: Corporate Secretary

Re:	Director Nominations

Dear Corporate Secretary:

We are sending you this notice that we intend to nominate six directors for
election to the Company's board of directors at the upcoming annual meeting -
Cornelius Ferris, Pat Goepel, Robert Graham, Adrian Pertierra, David Sandberg,
and Jeffrey Vogel to be nominated for election for the Director class that
expires in 2009. We intend to deliver a proxy statement and form of proxy to
holders of at least the percentage of the Common Stock required under
applicable law to elect our nominees.

Stockholder who intends to make the nominations:
The Pinnacle Fund, LLLP
Address: 32065 Castle Court, Suite 100, Evergreen, CO 80439-3501

The Pinnacle Fund, LLLP ("Pinnacle Fund") is the registered holder of 500,000
shares of common stock of Asure Software ("ASUR", "Forgent Networks" or the
"Company"), a Delaware corporation and beneficially owns 946,950 shares of the
common stock of ASUR.  The Red Oak Fund, L.P. ("RO Fund") beneficially owns
812,177 shares of common stock of ASUR.  The RO Fund also manages the Bear
Market Opportunity Fund ("Bear Fund") which beneficially owns 526,669 shares
of the common stock of ASUR.  Red Oak Partners, LLC ("RO Partners") is the
general partner of RO Fund and altogether, RO Partners may be deemed to
beneficially own 2,285,796 shares of the common stock of ASUR, representing
7.3% of the common stock outstanding as of March 11, 2009 as reported by ASUR.
Based on the number of shares outstanding as of that reporting date, RO Fund
is the Company's largest shareholder.  David Sandberg is the managing member
of RO Partners, such that RO Partners, the RO Fund, and David Sandberg have
shared power to vote or direct the vote of, or to dispose or direct the
disposition of the 946,950 shares of common stock held by Pinnacle Fund.
Pinnacle Fund intends to appear in person through its representatives or by
proxy at the meeting to nominate the persons specified in this notice.





Information on each Nominee:

Cornelius (Neil) Ferris
Residence Address:	59 Presidential Drive, Southborough, MA 01772
Business Consultant

Pat Goepel
Residence Address:	16 Abbottswood Drive, Sudbury, Mass. 01776
Group COO, Patersons Global Payroll and HR

Robert (Bob) Graham
Residence Address:	400 Panamint Road, Reno, NV 89521
Manager, Ridge Partners LLC

David Sandberg
Business Address:	654 Broadway, Suite 5, New York, NY 10012
Residence Address:	121 Hillair Circle, White Plains, NY 10605
Managing Member and Portfolio Manager, Red Oak Partners, LLC

Adrian Pertierra
Business Address:	654 Broadway, Suite 5, New York, NY 10012
Residence Address:	222 East 19th St., Apt. 4E, New York, NY 10003
Senior Analyst, Red Oak Partners, LLC

Jeffrey Vogel
Residence Address: 	319 Blackstone blvd, Providence RI 02906
Partner, Liberty Capital


RO Partners manages the investments of, and has the authority to make
investment decisions on behalf of, Bear Market Opportunity Fund, L.P.  White
Peaks Holdings LLC, and Red Oak Partners, LLC are both managers of Pinnacle
Partners, LLC, the general partner of Pinnacle Fund, LLLP.  White Peaks
Holdings, LLC and Red Oak Partners LLC are both managers of Pinnacle Capital,
LLC, the investment advisor of Pinnacle Fund, LLLP.  Red Oak Partners, LLC, as
manager of the Pinnacle Capital, LLC, has authority to make investment
decisions on behalf of Pinnacle Fund, LLLP.

Attached in Exhibit A is a true and correct copy of the DTC report, serving as
documentary evidence that Pinnacle Fund, LLLP is a holder of record of 500,000
shares of Forgent Networks as of May 15, 2009.

Of the nominees, Mr. Sandberg beneficially owns or controls 2,285,796 common
shares through his affiliation with RO Partners, Mr. Graham directly owns
82,275 common shares and beneficially controls 746,829 common shares through
Global Accelerator, Mr. Goepel beneficially owns or controls 87,785 common


                                      -2-



shares and Mr. Vogel owns 25,000 common shares.  Mr. Pertierra works for RO
Partners which owns or controls 2,285,796 common shares of ASUR securities and
Mr. Ferris does not own any ASUR securities.

None of the proposed nominees has during the past five years (1) filed a
petition under federal bankruptcy laws or any state insolvency law, (2) been
convicted in a criminal proceeding or been a named subject of a criminal
proceeding (excluding traffic violations and other minor offices), (3) been
found by any court or competent jurisdiction to have violated any federal or
state securities law or federal commodities law, or (4) been the subject of
any order, judgment or decree limiting him from engaging in any type of
business practice or in any activity in connection with the purchase or sale
of any security or commodity.  There is no arrangement or understanding anong
any of the nominees named in this letter other than their agreement to serve
if elected. All nominees meet the qualifications for an "independent" director
under the standards of the NASDAQ Stock Exchange.  None of the proposed
nominees has engaged in any transactions with the Company during the most
recently ended fiscal year or the current fiscal year, except as follows:  At
the time Iemployee was acquired by Asure in Asure's fiscal 2008, Bob Graham
owned approximately 8.6% of Iemployee and received Asure stock and cash for
his Iemployee shares.  Additionally, Pat Goepel - through his A.P.P.D
investment vehicle - owned less than 2% of Iemployee at the time of that
transaction and received both ASUR stock and cash in that transaction.

Attached as Exhibit B is a description of the principal occupation or
employment of each nominee during the past five years.  Also attached as
Exhibit C is the consent of each nominee to serve as a director if so elected.
Our representative will appear in person at the meeting to nominate our
nominees.


Kind Regards,




THE PINNACLE FUND, LLLP

By:	PINNACLE PARTNERS LLC,
	its general partner


	By:	______________________________
		David Sandberg, Managing Member


                                      -3-

EXHIBIT B

DIRECTOR NOMINEE BIOGRAPHIES


NEIL FERRIS, 63, is an active advisor and executive consultant to technology
companies and venture capital investors and has been engaged in such as his
principal activity for the last 5 years. Prior to his current assignments, he
was CEO of Giganet, a storage networking company which he sold to Emulex for
$650 million. His previous CEO roles included Open Data which was sold to a
private company and Fluent, a multimedia software company, which was sold to
Novell.  Mr. Ferrris was part of the founding team and vice president of
Apollo Computer, which enjoyed a successful IPO and was sold to HP. For almost
ten years, Mr. Ferris held senior management positions with Data General where
he joined shortly after formation.  He is also a board member of Enfora,
Intersense, and BTI Systems corporations.  Mr. Ferris holds MBA and BS degrees
from Northeastern University.


BOB GRAHAM, 60, has been a Partner at Ridge Partners LLC, a consulting and
investment firm, since 2002.  He is also the Senior Technology Advisor to
Cascadia Capital, a mid market M&A firm.  In addition, Mr. Graham is the
Manager of Global Accelerator LLC, a Fund that originally invested in
iEmployee that still holds shares in ASUR.  Previously, Mr. Mr. Graham started
as an IT Professional and progressed to key executive roles including Group
Manager at Digital Equipment Corporation, Executive Vice President and
Division President at Sun Microsystems.  He was a Co-Founder and Chief
Operating Officer at Manufacturer's Services Limited, the Chairman & CEO of
Ridge Technologies, and a President at Adaptec.  Mr. Graham was also
instrumental in the founding and exit of a number of technology companies
including Crag Systems and iEmployee where he served on the Board of Directors
prior to its acquisition by ASUR.  He presently serves on the Boards of Global
Accelerator Management and 54th Street Systems.


PAT GOEPEL, 47, has over 20 years of progressive leadership positions in the
HR outsourcing industry. A frequent speaker and industry expert, Pat currently
serves as the COO of Patersons Global Payroll and HR. Previously, he was the
President and CEO of Fidelity Investment's HR Services Division from 2006-2008
and served as the Executive Vice President of Business Development and US
Operations at Ceridian until 2005.  A former board member of Iemployee, he
currently serves on the Boards of Patersons and Allover Media.


ADRIAN PERTIERRA, 37, is the Senior Analyst at Red Oak Partners, LLC, a
NY-based hedge fund.  Prior to joining Red Oak in 2007, Mr. Pertierra served
as Vice President of Global Markets at Deutsche Bank Alternative Trading.
From 2006-2007 Mr. Pertierra worked at Tradition Asiel Securities, Inc.





Previously, Mr. Pertierra served as the Vice President of Institutional Equity
Sales and Trading at BGC Partners, LP, from 2002-2006.  Mr. Pertierra received
a BA in Economics from the College of Holy Cross.


DAVID SANDBERG, 36, is a managing member, founder, and portfolio manager of
Red Oak Partners, LLC, a NY-based hedge fund, since its March 2003 inception.
Previously, Mr. Sandberg co-managed JH Whitney & Co's Green River Fund from
1998-2002.  Mr. Sandberg received a BA in Economics and a BS in Industrial
Management from Carnegie Mellon University.  He presently serves on the Board
of SMTC Corp.


JEFFREY VOGEL, 41, has 20 years experience in operating, financing, and
advising companies - primarily high-tech software companies.  Since 2008 Jeff
has been a Partner with Liberty Capital Partners.  Previously (in 2001), Jeff
co-founded Velocity Equity Partners, a $50 million early stage technology
fund, where he remained until 2007.  Prior to co-founding Velocity, Jeff was
Chief Technology Officer and Vice President of Research and Development for
eBusiness Technologies, a leader in XML Content Management Systems, where he
led a team of 100 software professionals.  In 1989, Jeff co-founded Electronic
Book Technologies (EBT), a pioneer in SGML and XML information systems. At EBT
Jeff led R&D until 1996 when he helped sell the company to Inso, a publicly
traded company. From 1996 to 1998, Jeff was Vice President of Engineering at
Inso's Electronic Publishing Solutions business unit and was also very active
in the company's corporate development activities where he helped acquire and
integrate a half dozen acquisitions.  Jeff graduated from Brown University in
1990 with degrees in Economics and Computer Science. Jeff serves on the Boards
of Dynadec, Rent Marketer, BEZ, and Dynadec.

EXHIBIT C

CONSENTS OF NOMINEES


From: neilaferris@gmail.com [mailto:neilaferris@gmail.com]
Sent: Tuesday, May 26, 2009 4:48 PM
To: David Sandberg
Subject: Consent

David

I hereby consent to being nominated and to serving on the Board of Directors of
Asure Software is so elected"

Neil ferris
Sent from my Verizon Wireless BlackBerry

- -----------------------------------------------------------------------------

From: Bob Graham [mailto:BGraham@ridgellc.com]
Sent: Tuesday, May 19, 2009 2:49 PM
To: David Sandberg
Subject: Board Nomination

You have my consent to nominate me to the Board of ASUR and if elected I will
serve. I am a share holder in the company and as the Managing Partner of Global
Accelerator, LLC will represent their interests in the company. Having been
involved with the company since the original funding of iEmployee I believe I
can help the firm be successful and profitable.

Bob Graham

408-391-7473

- -----------------------------------------------------------------------------

From: Pat Goepel [mailto:patgoepel@msn.com]
Sent: Tuesday, May 26, 2009 6:22 PM
To: David Sandberg
Subject: consent

David,

I consent to be nominated and if elected will serve as a Board member of ASUR.

Sincerely,

Pat Goepel

Group COO

Patersons Global Payroll and HR

508 726 4663

- -----------------------------------------------------------------------------

From: apertierra@redoakpartners.com
Sent: Wednesday, May 27, 2009 2:36 PM
To: David Sandberg
Subject: ASUR Board

I hereby consent to being nominated and to serving as a Director of ASUR's
Board of Directors if so elected.

Adrian Pertierra

- -----------------------------------------------------------------------------

From: David Sandberg
Sent: Monday, May 11, 2009 10:58 AM
To: David Sandberg; apertierra@redoakpartners.com
Subject: consent

I hereby consent to being nominated and to serving if so elected to the Board
of Directors of Asure Software.

David

David Sandberg
Portfolio Manager
Red Oak Partners, LLC
dsandberg@redoakpartners.com
(212) 614-8952 direct
(646) 773-6277 cell
(646) 390-6784 fax
654 Broadway, Suite 5
New York , NY 10012

- -----------------------------------------------------------------------------

From: Jeffrey Vogel [mailto:jvogel@libertycapitalpartners.com]
Sent: Thursday, May 21, 2009 8:49 PM
To: David Sandberg
Subject: ASUR

Dear David,

I hereby consent to being  nominated and serving on the board of Asure
Software if so elected.

Yours truly,
Jeffrey Vogel

For Immediate Release

Pinnacle Fund Issues Letter to Asure Software to Nominate Directors for
Election at the 2009 Annual Meeting.


New York, New York, May 29, 2009.  Pinnacle Fund (controlled by Pinnacle
Partners, LLC which is partly controlled by Red Oak Partners, LLC) announced
today that on May 28, 2009 it sent  a  letter stating its intent to nominate
Directors for election to Asure Software's ("ASUR's" or the "Company's") Board
of Directors at the 2009 Annual Meeting.  Pinnacle and Red Oak believe this
slate of nominees - all directly referred by significant ASUR shareholders -
possess more direct payroll industry experience, more direct Iemployee
experience (including two former Iemployee Board members), and greater
experience in valuing companies than ASUR's current Board.

Pinnacle notes that, ASUR management publicly confirmed its intent to hold a
timely Annual Meeting in both its first and second quarter public earnings
conference calls held in December 2008 and in March 2009, respectively.  In
the December 2008 call, ASUR stated that they would hold an Annual meeting in
the March or April timeframe and in the March 2009 conference call they stated
they would hold it in the May/ June/ July time-frame.  To-date, ASUR's Board
has failed to call or indicate its intention to call a 2009 Annual Meeting and
has instead pushed aggressively for a Go-Private transaction which Pinnacle
and Red Oak continue to believe deserves to be rejected and is not in
shareholders' best interests.  Pinnacle sent its notice now because, despite
the Annual Meeting not being called, the restrictions in ASUR's charter and
bylaws provide for a May 30, 2009 cutoff date for stockholders to give notice
they will nominate directors.

David Sandberg, the portfolio manager of the Pinnacle Fund, states, "We have
announced our slate now to comply with the deadlines established in ASUR's
charter and bylaws.  We continue to believe the Go-Private transactions should
fail and ASUR should hold an Annual Meeting for 2009, which we will seek to
compel if necessary.  We would prefer to work with the Company's current board
and management to address and resolve our concerns and to coordinate a smooth
transition, including immediately assisting the Company in advance of the
Annual Meeting to reduce excess costs which we believe will have no impact on
operational performance and which should be reduced now and not months from
now.  However, unless the board and management demonstrate a reciprocal
interest in working with their shareholders, our ability to work together
appears limited and a proxy fight more inevitable for the upcoming Director
elections.  Due to the costs involved, this contest- like their effort to
Go-Private - will be to the detriment of all shareholders."

Pinnacle's letter - including information about each Director Nominee - is
contained in the notification letter filed as an exhibit to Red Oak's recently
amended Schedule 13-D.  Red Oak's filings can be found at www.sec.gov by
selecting "Search" at the top right and then typing "forgent" into the box
asking for the Company Name.

If you have further questions please contact David Sandberg at (212) 614-8952
or dsandberg@redoakpartners.com.

Important Information
Pinnacle Fund, LLLP ("Pinnacle") filed a definitive proxy statement with the
Securities and Exchange Commission on May 28, 2009, in connection with the
special meeting of stockholders of Forgent Networks, Inc. (the "Company") to
be held on June 2, 2009.  Stockholders are strongly advised to carefully read
Pinnacle's definitive proxy statement, as it contains important information.
Pinnacle and certain other persons are deemed participants in the solicitation
of proxies from stockholders in connection with the special meeting of
stockholders.  Information concerning such participants is available in
Pinnacle's definitive proxy statement.  Stockholders may obtain, free of
charge, copies of Pinnacle's definitive proxy statement and any other
documents Pinnacle files with or furnishes to the Securities and Exchange
Commission in connection with the special meeting of stockholders through the
Securities and Exchange Commission's website at www.sec.gov, and through the
following website:
www.ourmaterials.com/pinnaclefund.

After the Company announces its annual meeting at which the Company's
stockholders will elect a new board of directors, Pinnacle intends to file a
definitive proxy statement soliciting votes for Pinnacle's nominees to the
Company's board of directors.  Pinnacle is not asking you at this time to vote
on its slate of directors.  Once Pinnacle's definitive proxy statement for the
annual meeting becomes available, Pinnacle strongly advises stockholders to
carefully read that definitive proxy statement, as it will contain important
information.   Information concerning Pinnacle and any other persons deemed
participants in Pinnacle's solicitation of proxies from stockholders in
connection with the annual meeting will be available in Pinnacle's definitive
proxy statement for the annual meeting.  Once Pinnacle's definitive proxy
statement for the annual meeting becomes available, stockholders will be able
to obtain, free of charge, copies of that statement and any other documents
Pinnacle files with or furnishes to the Securities and Exchange Commission
through the Securities and Exchange Commission's website at www.sec.gov.