UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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Forgent Networks, Inc.
108 Wild Basin Road, Austin, Texas 78746
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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Pinnacle Fund and Red Oak Partners Propose Settlement to ASUR in Effort
to Avoid Continued Spending of Stockholder Money
New York, New York, July 13 2009.
Pinnacle Fund ("Pinnacle") and Red Oak Partners, seeking to set to rest the
allegations in the June 30 and July press releases by Asure software's
("ASUR's") Board of Directors, proposed an agreement whereby Pinnacle would not
propose, and would agree not to vote for, any liquidation of the Company
unless a majority of ASUR's other holders did so. "We have no problem agreeing
not to do something we never planned to do in the first place," said David
Sandberg, Pinnacle's portfolio manager, "and we make this offer so that the
Board does not have any reason to keep spending stockholder money to prevent us
from doing something we do not want to do." The full text of Pinnacle's offer
to the Board is as follows:
Dear Board of Directors:
We have noted your public statements and your recently filed litigation in which
you repeat your theory that Pinnacle Fund, Red Oak Partners and others have
somehow or other formed a "Group" with the purpose of taking over Forgent
Networks, Inc. ("ASUR" or the "Company") and liquidating or selling its assets.
As you are aware, we have on several occasions denied any intention of the sort.
However, we do not wish you to continue to spend significant amounts of
stockholder money suing us to prevent us from doing something which we have
never sought or intended to do in the first place. Therefore, to remove any
concern on your part that we are intending to liquidate the Company, we hereby
make the following offer to you:
* We will agree not to buy any more shares of the Company's stock through
July 31, 2010.
* We will agree not to propose a liquidation of the Company, and agree,
for a period of 3 years, that if there is put to the vote of ASUR stockholders
any proposal to sell its assets or to liquidate the Company, we and our
affiliates will vote all shares of stock held or controlled by us in accordance
with the vote of a majority of the shares voting which we do not own.
* To further ensure full and accurate disclosure to investors of all
material information, we will permit you to comment on the description in our
proxy materials of your allegations and our denial that we formed a group, along
with this settlement, provided you include substantially the same language in
the Company proxy materials.
* The litigation you have filed against us would be dismissed, thereby
saving Company funds.
Although we significantly disagreed with you about the Company's attempt to go
private, we wish to provide you absolute assurance that this opposition was not
designed to let us sell the Company's assets. We believe that our offer assures
that the liquidation you see as our goal will not occur and are prepared to have
our counsel meet with yours to structure an appropriate, legally binding
agreement to this effect. We hope to hear from you soon.
Mr. Sandberg noted that Pinnacle and Red Oak will revise the preliminary proxy
materials they have filed with the Securities and Exchange Commission to
disclose this offer. "We continue to deny that we have acted as a group with
others or that we have any improper purpose in seeking to elect new directors
for ASUR." Sandberg said. "As we have said all along, our goal is to see ASUR's
Board aligned with stockholders by share ownership, and not to control the
Company. If all our nominees are elected we will not control the board, because
we named people independent of us to our slate."
Red Oak's and Pinnacle'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 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.