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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


SCHEDULE 13E-3

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)

Forgent Networks, Inc.
(Name of the Issuer)

Forgent Networks, Inc.
(Names of Person(s) Filing Statement)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

34629U103
(CUSIP Number of Class of Securities)

Jay C. Peterson
Forgent Networks, Inc.
d/b/a Asure Software
108 Wild Basin Road
Austin, TX 78746
(512) 437-2700
 (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

with a copy to:
Mark G. Johnson, Esq.
Winstead PC
5400 Renaissance Tower
1201 Elm Street
Dallas, TX 75270
(214) 745-5600

        This statement is filed in connection with (check the appropriate box):

    a.     ý   The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
    b.     o   The filing of a registration statement under the Securities Act of 1933.
    c.     o   A tender offer.
    d.     o   None of the above.

        Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ý

        Check the following box if the filing is a final amendment reporting the results of the transaction: o


Calculation of Filing Fee

Transaction Valuation*   Amount of Filing Fee**  
$ 484,826.40   $ 27.05  
*
Calculated solely for purposes of determining the filing fee. This amount assumes the acquisition of approximately 1,346,740 shares of Common Stock for $0.36 per share in cash in lieu of issuing fractional shares to holders of less than one share of Common Stock immediately after the proposed reverse stock split and immediately before the proposed forward stock split.

**
The amount of the filing fee is calculated in accordance with Fee Rate Advisory #2 for Fiscal Year 2009 issued by the SEC, effective October 1, 2008, by multiplying the Transaction Value by 0.00005580.

o
Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


INTRODUCTION

        This Rule 13e-3 Transaction Statement (the "Transaction Statement") is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Forgent Networks, Inc. d/b/a Asure Software, a Delaware corporation ("Forgent" or the "Company").

        The Company proposes to hold a special meeting of its stockholders to consider an amendment to the Company's Restated Certificate of Incorporation to effect a reverse/forward stock split (the "Reverse/Forward Stock Split") of the Company's common stock, par value $.01 per share (the "Common Stock"), whereby the Company would first effect a 1-to-750 reverse stock split (such that stockholders owing less than 750 shares of Common Stock before the reverse stock split would have such shares cancelled and converted into the right to receive the cash consideration set forth herein), then immediately effect a 750-to-1 forward stock split (such that stockholders owing 750 or more shares of Common Stock before the reverse stock split would own the same number of shares of Common Stock after the forward stock split).

        This Transaction Statement is being filed with the SEC concurrently with a preliminary proxy statement (the "Proxy Statement") filed by the Company pursuant to Regulation 14A of the Exchange Act. The information contained in the Proxy Statement, including all annexes thereto, is hereby expressly incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings given to them in the Proxy Statement. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. This Transaction Statement will be further amended to reflect such completion or amendment of the Proxy Statement.

ITEM 1.    SUMMARY TERM SHEET.

        The section of the Proxy Statement entitled "SUMMARY TERM SHEET" is incorporated herein by reference.

ITEM 2.    SUBJECT COMPANY INFORMATION.

        (a)    Name and Address.    The name of the subject company is Forgent Networks, Inc. d/b/a Asure Software, a Delaware corporation (the "Company"), and the address and phone number of its principal executive offices are 108 Wild Basin Road, Austin, Texas 78746, (512) 437-2700.

        (b)    Securities.    As of the close of business on January 28, 2009 (the most recent practicable date prior to the initial public announcement of the Reverse/Forward Stock Split), there were 31,111,276 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), issued and outstanding.

        (c)    Trading Market and Price.    The Common Stock is traded on the Nasdaq Capital Market under the symbol "ASUR." The high and low bid prices for the Common Stock for each quarter during the past two years are set forth in the section of the Proxy Statement entitled "INFORMATION ABOUT THE COMPANY—Price Range of Common Stock."

        (d)    Dividends.    The information set forth in the section of the Proxy Statement entitled "INFORMATION ABOUT THE COMPANY—Dividends" is incorporated herein by reference.

        (e)    Prior Public Offerings.    Not applicable. The Company has not made any underwritten public offering of the Common Stock for cash during the three years preceding the filing of this Transaction Statement.

        (f)    Prior Stock Purchases.    Not applicable. The Company has not purchased any Common Stock during the two years preceding the filing of this Transaction Statement.

ITEM 3.    IDENTITY AND BACKGROUND OF FILING PERSON.

        (a)    Name and Address.    The Company is the filing person and also the subject company. The Company's business address and business telephone number are set forth in Item 2(a) above. The name of each executive officer and director of the Company are as follows:

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        (b)    Business and Background of Entities.    Not applicable.

        (c)    Business and Background of Natural Persons.    All of the executive officers of the Company have been with the Company for over five years (Richard N. Synder and Nancy L. Harris joined in 2001 and Jay C. Peterson joined in 1995). The name and business background of each director of the Company are incorporated herein by reference to the section of the Proxy Statement entitled "ABOUT THE COMPANY—Directors and Executive Officers." This information is also included in "Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT" of the Company's Annual Report on Form 10-K/A, filed with the SEC on January 27, 2009.

        During the past five years, none of the natural persons covered under this Item 3(c) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

        Each of the natural persons covered under this Item 3(c) is a citizen of the United States of America.

ITEM 4.    TERMS OF THE TRANSACTION.

        (a)    Material Terms.    The information contained in the sections of the Proxy Statement entitled "SPECIAL FACTORS—Purposes of the Reverse/Forward Stock Split," "SPECIAL FACTORS—Reasons for the Reverse/Forward Stock Split," "SPECIAL FACTORS—Effects of the Reverse/Forward Stock Split," and "MEASURE NO. 1—APPROVAL OF THE PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION (THE REVERSE/FORWARD STOCK SPLIT)" is incorporated herein by reference.

        (c)    Different Terms.    The information contained in the sections of the Proxy Statement entitled "SPECIAL FACTORS—Effects of the Reverse/Forward Stock Split" and "ADDITIONAL INFORMATION REGARDING THE REVERSE/FORWARD STOCK SPLIT—Material Federal Income Tax Consequences" is incorporated herein by reference.

        (d)    Appraisal Rights.    Not applicable. Dissenting security holders are not entitled to appraisal rights in connection with the Reverse/Forward Stock Split, even if they vote against the transaction. The information contained in the section of the Proxy Statement entitled "ADDITIONAL INFORMATION REGARDING THE REVERSE/FORWARD STOCK SPLIT—Appraisal Rights" is incorporated herein by reference.

        (e)    Provisions for Unaffiliated Security Holders.    Not applicable. No provision has been made, except as required by Delaware law, to grant unaffiliated security holders access to the Company's corporate files or to obtain counsel or appraisal services at the Company's expense.

        (f)    Eligibility for Listing or Trading.    Not applicable.

ITEM 5.    PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

        (a)    Transactions.    Not applicable.

        (b)    Significant Corporate Events.    On October 5, 2007, Forgent acquired all of the outstanding capital stock of iSarla Inc., a Delaware corporation and application service provider. In consideration for the acquisition, Forgent paid approximately $12,661,000, including $6,602,000 in cash, 5,095 shares of its Common Stock, and transaction costs of approximately $1,072,000. A copy of the underlying Agreement and Plan of Merger, dated as of September 11, 2007, by and among Forgent Networks, Inc., Cheetah Acquisition Company, Inc., iSarla, Inc. and the Principal Stockholders signatory thereto was

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attached as Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2007, filed with the SEC on December 17, 2007.

        (c)    Negotiations or Contacts.    Not applicable.

        (e)    Agreements Involving the Subject Company's Securities.    On December 15, 2005, the Board of Directors of the Company approved the execution of a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agent. The Rights Agreement was attached as an exhibit to the Company's Form 8-K filed with the SEC on December 19, 2005. The information contained in the section of the Proxy Statement entitled "INFORMATION ABOUT THE COMPANY—Rights Agreement" is incorporated herein by reference.

ITEM 6.    PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

        (b)    Use of Securities Acquired.    Not applicable. The shares of Common Stock being cashed out in connection with the Reverse/Forward Stock Split will be cancelled.

        (c)    Plans.    

ITEM 7.    PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

        (a)    Purposes.    The information contained in the section of the Proxy Statement entitled "SPECIAL FACTORS—Purposes of the Reverse/Forward Stock Split" is incorporated herein by reference.

        (b)    Alternatives.    The information contained in the section of the Proxy Statement entitled "SPECIAL FACTORS—Alternatives Considered by the Board of Directors" is incorporated herein by reference.

        (c)    Reasons.    The information contained in the section of the Proxy Statement entitled "SPECIAL FACTORS—Reasons for the Reverse/Forward Stock Split" is incorporated herein by reference.

        (d)    Effects.    The information contained in the sections of the Proxy Statement entitled "SPECIAL FACTORS—Effects of the Reverse/Forward Stock Split" and "ADDITIONAL INFORMATION REGARDING THE REVERSE/FORWARD STOCK SPLIT—Material Federal Income Tax Consequences" is incorporated herein by reference.

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ITEM 8.    FAIRNESS OF THE TRANSACTION.

        (a)    Fairness.    None of the Company's directors dissented or abstained from voting on the Reverse/Forward Stock Split. The information contained in the sections of the Proxy Statement entitled "SPECIAL FACTORS—Fairness of the Reverse/Forward Stock Split—In General" and "SPECIAL FACTORS—Fairness of the Reverse/Forward Stock Split—Procedural Fairness" is incorporated herein by reference.

        (b)    Factors Considered in Determining Fairness.    The information contained in the section of the Proxy Statement entitled "SPECIAL FACTORS—Fairness of the Reverse/Forward Stock Split" is incorporated herein by reference.

        (c)    Approval of Security Holders.    The information contained in the section of the Proxy Statement entitled "SPECIAL FACTORS—Fairness of the Reverse/Forward Stock Split—Approval of Unaffiliated Stockholders" is incorporated herein by reference.

        (d)    Unaffiliated Representative.    The information contained in the section of the Proxy Statement entitled "SPECIAL FACTORS—Fairness of the Reverse/Forward Stock Split—Unaffiliated Representative" is incorporated herein by reference.

        (e)    Approval of Directors.    The information contained in the sections of the Proxy Statement entitled "SPECIAL FACTORS—Fairness of the Reverse/Forward Stock Split—Factors Considered To Be in Support of Substantive Fairness" and "SPECIAL FACTORS—Fairness of the Reverse/Forward Stock Split—Procedural Fairness" is incorporated herein by reference.

        (f)    Other Offers.    Not applicable.

ITEM 9.    REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

        (a)    Report, Opinion or Appraisal.    The information contained in the section of the Proxy Statement entitled "SPECIAL FACTORS—Fairness Opinion of Southwest Securities" and in the Fairness Opinion attached as Appendix 2 to the Proxy Statement are incorporated herein by reference. In addition, Southwest Securities, Inc.'s ("Southwest Securities") Presentation to the Board of Directors, dated December 10, 2008 (the "Presentation"), is attached to this Transaction Statement as Exhibit (c)(1).

        (b)    Preparer and Summary of the Report, Opinion or Appraisal.    The information contained in the section of the Proxy Statement entitled "SPECIAL FACTORS—Fairness Opinion of Southwest Securities" is incorporated herein by reference.

        (c)    Availability of Documents.    The full text of the Fairness Opinion is attached as Appendix 2 to the Proxy Statement, and the full text of the Presentation is attached as Exhibit (c)(1) to this Transaction Statement. Copies of the Fairness Opinion and the Presentation will be made available for inspection and copying, during ordinary business hours at the Company's executive offices located at 108 Wild Basin Road, Austin, Texas 78746, by any interested stockholder of the Company or any representative of the stockholder designated by the stockholder in writing. Upon written request, the Company will also furnish a copy of the Fairness Opinion and the Presentation to any interested stockholder of the Company or any representative designated by the stockholder in writing, at the expense of the requesting stockholder.

ITEM 10.    SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

        (a)    Source of Funds.    The information contained in the section of the Proxy Statement entitled "ADDITIONAL INFORMATION REGARDING THE REVERSE/FORWARD STOCK SPLIT—Sources of Funds and Expenses" is incorporated herein by reference.

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        (b)    Conditions.    Not applicable.

        (c)    Expenses.    The information contained in the section of the Proxy Statement entitled "ADDITIONAL INFORMATION REGARDING THE REVERSE/FORWARD STOCK SPLIT—Sources of Funds and Expenses" is incorporated herein by reference.

        (d)    Borrowed Funds.    Not applicable.

ITEM 11.    INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

        (a)    Securities Ownership.    The information contained in the section of the Proxy Statement entitled "INFORMATION ABOUT THE COMPANY—Interests of Certain Persons in Matters To Be Acted Upon" is incorporated herein by reference.

        (b)    Securities Transactions.    The Company has not and, to the best of the Company's knowledge, none of its directors or officers has effected any transaction in the Common Stock during the 60 days preceding the date of filing this Transaction Statement.

ITEM 12.    THE SOLICITATION OR RECOMMENDATION.

        (d)    Intent to Tender or Vote in a Going-Private Transaction.    The information contained in the sections of the Proxy Statement entitled "INFORMATION ABOUT THE COMPANY—Interests of Certain Persons in Matters to be Acted Upon" and "MEASURE NO. 1—APPROVAL OF THE PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION (THE REVERSE/FORWARD STOCK SPLIT)—Summary and Structure of the Reverse/Forward Stock Split" is incorporated herein by reference.

        (e)    Recommendations of Others.    The information contained in the sections of the Proxy Statement entitled "SPECIAL FACTORS—Fairness of the Reverse/Forward Stock Split—In General" and "SPECIAL FACTORS—Fairness of the Reverse/Forward Stock Split—Factors Considered To Be in Support of Substantive Fairness" is incorporated herein by reference.

ITEM 13.    FINANCIAL STATEMENTS.

        (a)    Financial Information.    The Company's financial statements are incorporated by reference in the Proxy Statement from the Company's Annual Report on Form 10-K/A for the year ended July 31, 2008 and Quarterly Report on Form 10-Q for the quarter ended January 30, 2009, filed with the SEC on January 27, 2009 and March 13, 2009, respectively. These financial statements are also attached as Appendix 3 to the Proxy Statement.

        (b)    Pro Forma Information.    Not applicable.

        (c)    Summary Information.    The information contained in the section of the Proxy Statement entitled "ADDITIONAL INFORMATION REGARDING THE REVERSE/FORWARD STOCK SPLIT—Summary Financial Information" is incorporated herein by reference.

ITEM 14.    PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

        (a)    Solicitations or Recommendations.    The information contained in the section of the Proxy Statement entitled "ADDITIONAL INFORMATION REGARDING THE REVERSE/FORWARD STOCK SPLIT—Persons Retained to Make Solicitations" is incorporated herein by reference.

        (b)    Employees and Corporate Assets.    The information contained in the section of the Proxy Statement entitled "ADDITIONAL INFORMATION REGARDING THE REVERSE/FORWARD STOCK SPLIT—Sources of Funds and Expenses" is incorporated herein by reference.

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ITEM 15.    ADDITIONAL INFORMATION.

        (b)    Other Material Information.    The information contained in the Proxy Statement and each appendix thereto is incorporated herein by reference.

ITEM 16.    EXHIBITS.

        (a)         Preliminary Proxy Statement including all appendices attached thereto (incorporated herein by reference to the Company's Preliminary Proxy Statement on Schedule 14A filed with the SEC on March 13, 2009).

        (b)         None.

        (c)(1)    Southwest Securities' Presentation to the Board of Directors, dated December 10, 2008.*

        (c)(2)    Fairness Opinion of Southwest Securities, dated January 29, 2009 (incorporated herein by reference to Appendix 2 of the Company's Preliminary Proxy Statement filed with the SEC on January 30, 2009).

        (d)         Rights Agreement between Forgent Networks, Inc. and American Stock Transfer & Trust Company, as agent, dated December 19, 2005 (incorporated herein by reference as an exhibit to the Company's Form 8-K, filed with the SEC on December 19, 2005).

        (e)         None.

        (f)         The information contained in the section of the Proxy Statement entitled "ADDITIONAL INFORMATION REGARDING THE REVERSE/FORWARD STOCK SPLIT—Appraisal Rights" is incorporated herein by reference.

        (g)         None.

        (h)         None.

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 SIGNATURE

        After due 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.

Date: March 17, 2009        

 
 
FORGENT NETWORKS, INC.

 
 
By:
 
/s/ JAY C. PETERSON
 Jay C. Peterson
 Chief Financial Officer

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QuickLinks

Calculation of Filing Fee
INTRODUCTION
SIGNATURE

Exhibit 99.(c)(1)

 

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Exhibit (c)(1) Presentation to the Board of Directors Project Travis December 10, 2008 SWS GROUP SOUTHWEST SECURITIES Building what you value.

 


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Preface The information herein has been prepared by Southwest Securities, Inc. (“SWS”) as part of a presentation being made in support of our opinion as to the fairness of the terms of the proposed transaction from a financial point of view. The material in this presentation and our analyses contained herein are confidential and are for the use of the of the Board of Directors of Travis and its advisors only. Any publication or use of this material or the analyses contained herein without the express written consent of SWS is strictly prohibited. Among the activities conducted in the course of our engagement as financial advisor, SWS received and reviewed business and financial information of Travis and held discussions with the management of Travis regarding this information. In connection with the analyses contained herein, we have not independently verified any such information and have relied on all such information as being complete and accurate in all material respects. In addition, we have not obtained any independent appraisal of the assets of either entity. With regard to financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of Travis as to the future financial performance of Travis. We assume no responsibility for and express no view as to such forecasts or the assumptions on which they are based. SWS is not an expert on, and does not render opinions regarding, legal, accounting, regulatory or tax matters. You should consult with your advisors concerning these matters before undertaking the proposed transaction. Several analytical methodologies have been employed herein and no one method of analysis should be regarded as critical to the overall conclusion we have reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusions we have reached are based on all the analyses and factors presented herein taken as a whole and also on application of our own experience and judgment. Such conclusions may involve significant elements of subjective judgment or qualitative analysis. We therefore give no opinion as to the value or merit standing alone of any one or more parts of the material that follows. Our only opinion is the formal written opinion we express as to the fairness from a financial point of view. The opinion, the analyses contained herein and all conclusions drawn from such analyses are necessarily based upon market, economic and other conditions that exist and can be evaluated as of the date of this book. SWS will receive a fee for our services, no portion of which is contingent on Travis completing the transaction. In the ordinary course of our business, SWS may actively trade shares of the common stock and/or other securities of Travis for our own account and the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities. 

 


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Table of Contents Section Executive Summary 1 Overview of Travis 2 Trading Overview 3 Selected Comparable Public Companies 4 Selected Precedent Transactions 5 Precedent Reverse Split Transactions Precedent Merger and Acquisition Transactions Discounted Cash Flow Analysis 6 Liquidation Analysis 7 Summary Valuation and Rationale 8 Exhibits 9 

 


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Section 1 Executive Summary 

 


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Executive Summary The management of Travis has proposed a reverse and forward stock split resulting in a going private transaction. If recommended by the Special Committee and approved by the Board of Directors, Travis may propose a reverse and forward stock split to shareholders. It is currently contemplated that such a transaction may be effected by a reverse split ratio of 1-for-750*, followed immediately by a forward 750-for-1 split of the common stock. The Company will provide for the payment of cash to those stockholders holding less than one share as a result of the reverse split. It is estimated that 941 of the approximately 1,130 stockholders of record hold less than 750 shares and that after the transaction, with fractional share repurchases, there will be approximately 189 stockholders of record. No commissions will be charged to stockholders who receive cash in lieu of fractional shares. Once the Company has fewer than 300 stockholders of record, it can terminate its public company reporting status. Proposed Transaction __________ * The ratio of 1-for-750 is used for illustrative purposes. The actual ratio has yet to be determined. 

 


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Executive Summary Public company costs are high and increasing: The costs related to the Sarbanes-Oxley Act, increased D&O insurance expenses, audit costs and implementation of related corporate governance reforms have become prohibitive for small companies. The costs associated with retaining public status, serving stockholders and continuing public communication remain high. The time demands on management and employees associated with public company status are significant: Preparing public reports, filings, press releases and Regulation FD compliance. Since the Company has relatively few executive personnel, these indirect costs can be material. Investor relations and communication with stockholders takes significant management time. Stockholders are unable to benefit fully from public company status due to limited liquidity and the Company’s micro-cap classification. Stockholders are not able to move into and out of stock positions without materially impacting the market price. The Company is not able to raise capital conventionally in public markets. The Company is not an attractive investment for institutional investors due to its size, current lack of profitability and earnings history. The Company is not able to effectively use shares for acquisitions. The Company has no meaningful investment research analyst coverage. 

 


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Executive Summary The Company is not currently in a profitable or positive cash flow status. Other strategic alternatives have been examined by management and the Board and determined to be either unattractive or not viable: Status quo as a public company Strategic acquisitions (e.g. iSarla Inc. d/b/a iEmployee) Sale or merger with a strategic partner Merger of Travis with a newly formed company owned by a control group Self-tender or significant share repurchase by the Company A reverse split provides multiple benefits: Reduces direct and indirect costs. Saves management and employee time that can be devoted directly to the business operations. Stockholders can exit the investment at a premium to current prices or retain a position in a private company. Small stockholders (with less than 750 shares) can retain ownership by acquiring additional shares at a modest cost. Small stockholders are able to sell without a commission. The cash demands on the Company to accomplish the reverse split are moderate and predictable. 

 


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Executive Summary Cost Analysis  Record Shareholder Fractional $0.21 $0.25 $0.30 $0.35 $0.40 $0.45 $0.50 $0.55 Count (2) Shares (3) 0.0% 19.0% 42.9% 66.7% 90.5% 114.3% 138.1% 161.9% No Split 1,130 31,108,839 6,532,856 $ 7,777,210 $ 9,332,652 $ 10,888,094 $ 12,443,536 $ 13,998,978 $ 15,554,420 $ 17,109,861 $ 1 -for- 50 847 30,894 6,488 $ 7,723 $ 9,268 $ 10,813 $ 12,357 $ 13,902 $ 15,447 $ 16,992 $ 1 -for- 100 721 80,050 16,810 20,012 24,015 28,017 32,020 36,022 40,025 44,027 1 -for- 250 301 432,660 90,859 108,165 129,798 151,431 173,064 194,697 216,330 237,963 1 -for- 500 228 822,536 172,733 205,634 246,761 287,888 329,015 370,141 411,268 452,395 1 -for- 750 189 1,346,740 282,815 336,685 404,022 471,359 538,696 606,033 673,370 740,707 1 -for- 1000 175 1,590,167 333,935 397,542 477,050 556,558 636,067 715,575 795,083 874,592 1 -for- 2000 149 3,260,371 684,678 815,093 978,111 1,141,130 1,304,148 1,467,167 1,630,185 1,793,204 __________ (1) Percentage premium to current market price of $0.21 per share on 12/5/08. (2) Estimated shareholders of record remaining after reverse split. Assumed approximately 90 nominee record holders in CEDE (DTC). (3) Total shares required to be purchased at various split ratios. Source Travis Form 10-K as of October 31, 2008. Price Per Share for Fractional Shares and Premium to Market (1) Split Ratio Project Travis Analysis of the Cost of Purchasing Fractional Shares

 


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Executive Summary Valuation Approaches  "Transaction Specific" "Public Market" valuation "Transaction Specific" Present value of projected comparison Value based on public valuation free cash flows Review of current and market trading multiples Analyzes other reverse "Inherent" value of the historical common stock of comparable companies split transactions and business trading prices and volume Represents freely tradable premiums paid Incorporates time value and minority interest Reviews M&A transactions cost of capital considerations in sector Relies on management's Comparability of transaction projections most relevant Value that could Industry characteristics and hypothetically be derived trends (e.g. size, volatility from the liquidation (sale) growth prospects) of assets and the Relative market position and satisfaction of liabilities competitive environment Based on recent balance Consistency and visibility of sheet adjusted to reflect historical and projected liquidation values earnings Relies on management's estimates Trading Overview Comparable Public Companies Precedent Transactions Discounted Cash Flow Liquidation Analysis Other Considerations Valuation Analysis

 


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Section 2 Overview of Travis 

 


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Overview of Travis  Recent price per share (12/05/08) 0.21 $ Common shares outstanding 31,109 Options outstanding (2) - Equity market capitalization Travis 6,533 $ Plus: Debt - Preferred stock - Less: Cash 13,844 Enterprise value of Travis (7,311) $ __________ (1) Balance Sheet data as of October 31, 2008. (2) None of Travis' outstanding options are in the money at this time. Summary Market Capitalization (1) (Amounts in thousands, except per share amounts)

 


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Overview of Travis Historical Financial Results  2004 2005 2006 2007 2008(1) Revenues 15,847 $ 9,906 $ 14,896 $ 40,407 $ 10,182 $ Gross profit 7,984 2,865 6,988 21,175 7,944 EBITDA (850) (8,824) (2,671) 9,067 (4,299) EBIT (2,102) (10,361) (3,929) 8,552 (5,936) Net income (2,646) (10,011) (3,555) 12,248 (5,317) Diluted EPS (0.11) (0.40) (0.14) 0.47 (0.18) Growth rates and margins: Revenues growth - -37.5% 50.4% 171.3% -74.8% Gross margin 50.4% 28.9% 46.9% 52.4% 78.0% EBITDA margin -5.4% -89.1% -17.9% 22.4% -42.2% EBIT margin -13.3% -104.6% -26.4% 21.2% -58.3% Other data: Capital expenditures 654 $ 63 $ 62 $ 490 $ 311 $ Depreciation and amort 1,211 1,487 1,230 511 1,147 Tax rate -0.8% -0.2% -1.3% -0.8% 0.4% __________ (1) Excludes $7.4 million asset impairment charge. Year ended July 31, Travis Historical Reported Financials (Dollar amounts in thousands, except per share amounts)

 


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Overview of Travis Historical Financial Results (cont.) (Dollar amounts in thousands, except per share amounts)  $15,847 $9,906 $14,896 $40,407 $10,182 2004 2005 2006 2007 2008 Revenues $(850) $(8,824) $(2,671) $9,067 $(4,299) 2004 2005 2006 2007 2008 EBITDA $(2,102) $(10,361) $(3,929) $8,552 $(5,936) 2004 2005 2006 2007 2008 EBIT $(0.11) $(0.40) $(0.14) $0.47 $(0.18) 2004 2005 2006 2007 2008 EPS

 


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Overview of Travis Management’s Financial Projections 2008A(1) 2009E 2010E 2011E 2012E 2013E Revenues 10,182 $ 11,621 $ 13,286 $ 15,196 $ 17,385 $ 19,893 $ Gross profit 7,944 9,380 11,027 11,853 13,560 15,516 EBITDA (4,299) (4,328) (1,383) (1,243) (451) 521 EBIT (5,936) (5,605) (2,660) (2,520) (1,728) (756) Net income (5,317) (4,983) (2,360) (2,220) (1,428) (456) Diluted EPS (0.18) (0.17) (0.08) (0.07) (0.05) (0.02) Growth rates and margins: Revenues growth - 14.1% 14.3% 14.4% 14.4% 14.4% Gross margin 78.0% 80.7% 83.0% 78.0% 78.0% 78.0% EBITDA margin -42.2% -37.2% -10.4% -8.2% -2.6% 2.6% EBIT margin -58.3% -48.2% -20.0% -16.6% -9.9% -3.8% Other data: Capital expenditures 311 $ 200 $ 200 $ 200 $ 200 $ 200 $ Depreciation and amort 1,147 1,277 1,277 1,277 1,277 1,277 Tax rate 0.4% 0.0% 0.0% 0.0% 0.0% 0.0% __________ (1) Excludes $7.4 million asset impairment charge. Travis Management's Financial Plan (Dollar amounts in thousands, except per share amounts) Year ended July 31,

 


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Overview of Travis Management’s Financial Projections (cont.) (Dollar amounts in thousands, except per share amounts) $(4,299) $(4,328) $(1,383) $(1,243) $(451) $521 2008A 2009E 2010E 2011E 2012E 2013E EBITDA $(5,936) $(5,605) $(2,660) $(2,520) $(1,728) $(756) 2008A 2009E 2010E 2011E 2012E 2013E EBIT $(0.18) $(0.17) $(0.08) $(0.07) $(0.05) $(0.02) 2008A 2009E 2010E 2011E 2012E 2013E EPS $10,182 $11,621 $13,286 $15,196 $17,385 $19,893 2008A 2009E 2010E 2011E 2012E 2013E Revenues

 


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Overview of Travis Ownership Analysis  12.3% 2.3% 85.3% Institutional Holdings Insider Holdings Institution Name Shares % of Shares Outstanding Insider Name Shares % of Shares Outstanding Renaissance Technologies Corp. 1,578,500 5.1% Snyder, Richard N. 442,933 1.4% Dimensional Fund Advisors LP 1,150,201 3.7% Harris, Nancy L. 115,512 0.4% Sirius Advisors LLC 274,654 0.9% Wells, James H. 50,672 0.2% Barclays Global Investors, National Association 246,859 0.8% Peterson, Jay C. 48,921 0.2% California Public Employees' Retirement System 223,700 0.7% Cote, Kathleen A. 23,772 0.1% Wedbush Morgan Securities Inc 135,874 0.4% Miles, Raymond Rajko 16,772 0.1% Bard Associates Inc. 77,200 0.2% Mazzucchelli, Lou 12,772 0.0% Northern Trust Investments, National Association 51,737 0.2% Agnich, Richard J. 12,772 0.0% Northern Trust Investments, N.A. 26,692 0.1% Total Insider Holdings 724,126 2.3% Quantitative Management Associates LLC 21,726 0.1% State Street Global Advisors, Inc. 12,271 0.0% National City Corporation Savings 11,500 0.0% UBS Securities, Asset Management Arm 10,559 0.0% Citadel Investment Group, L.L.C. 10,254 0.0% The Glenmede Trust Company, N.A. 4,000 0.0% UBS Global Asset Management 1,380 0.0% Barclays Global Investors Limited 1,000 0.0% Deutsche Investment Management Americas Inc. 700 0.0% Merrill Lynch & Co. Inc., Asset Management Arm 69 0.0% Total Institutional Holdings 3,838,876 12.3% Other Holdings Description Shares Total Other Holdings 26,526,316 85.3% Total Shares Outstanding 31,089,318 100.0% Source: Capital IQ % of Shares Outstanding Ownership Breakdown

 


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Section 3 Trading Overview

 


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Trading Overview Summary Stock Trading History  Closing stock price (12/5/08) 0.21 $ Market capitalization ( In thousands ) 6,533 52-Week high 1.33 52-week low 0.17 Average stock price: 30-day 0.20 $ 60-day 0.23 90-day 0.27 Six months 0.31 Nine months 0.38 One year 0.49 Volume weighted average stock price: 30-day 0.20 $ 60-day 0.22 90-day 0.25 Six months 0.29 Nine months 0.38 One year 0.59 Average daily trading volume: 30-day 56,081 60-day 66,561 90-day 58,380 Six months 54,739 Nine months 57,853 One year 74,267 Stock Trading History

 


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Trading Overview Three Year Stock Price / Volume History  $- $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 12/05 5/06 10/06 3/07 8/07 1/08 6/08 11/08 Price - 2,000 4,000 6,000 8,000 10,000 12,000 Volume (000) Volume Price

 


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Trading Overview Five Year Stock Price Relative Performance  - 25.0 50.0 75.0 100.0 125.0 150.0 175.0 200.0 225.0 250.0 12/1/03 4/29/04 9/26/04 2/23/05 7/23/05 12/20/05 5/19/06 10/16/06 3/15/07 8/12/07 1/9/08 6/7/08 11/4/08 NASDAQ Travis Peer Group

 


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Trading Overview Cash Position vs. Stock Price  Travis $- $0.50 $1.00 $1.50 $2.00 $2.50 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 F2006 F2007 F2008 F2009 Stock Price Per Share Cash & Equivalents Per Share Stock Price End of Quarter

 


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Trading Overview Price and Trading Volume Analysis  Trading Volume Percent at or Below Closing Prices Latest Twelve Months 0% 8% 23% 34% 47% 56% 65% 77% 87% 90% 95% 95% 99% 100% 100% 0% 25% 50% 75% 100% $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 $1.00 $1.10 $1.20 $1.30 $1.40 $1.50 % of Trading Volume Closing Price Per Share Trading Volume Percent at or Below Closing Prices Three Years 0% 1% 2% 5% 11% 15% 18% 21% 23% 29% 44% 50% 59% 72% 74% 0% 25% 50% 75% 100% $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 $1.00 $1.10 $1.20 $1.30 $1.40 $1.50 Closing Price Per Share % of Trading Volume Trading Volume Percent at or Below Closing Prices Two Years 0% 1% 2% 3% 4% 5% 7% 11% 13% 21% 40% 48% 59% 75% 78% 0% 25% 50% 75% 100% $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0.90 $1.00 $1.10 $1.20 $1.30 $1.40 $1.50 Closing Price Per Share % of Trading Volume

 


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Section 4 Selected Comparable Public Companies

 


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Selected Comparable Public Companies  Tangible Pretax Net Diluted Book Symbol Company Revenues EBITDA EBIT Income Income EPS Value CNQR Concur Technologies, Inc. 215,491 $ 47,450 $ 26,174 $ 26,477 $ 17,184 $ 0.35 $ 329,959 $ PROJ Deltek, Inc. 278,246 65,435 56,194 37,996 22,519 0.54 (149,402) EPIC Epicor Software Corp. 429,832 68,272 44,364 42,534 41,277 0.71 47,134 SFSF SuccessFactors, Inc. 63,350 (70,219) (72,392) (75,029) (75,454) (8.35) 14,943 TLEO Taleo Corp. 127,941 10,616 3,682 6,590 3,883 0.13 90,919 UCNN UCN Inc. 79,482 (613) (6,826) (7,532) (7,537) (0.26) 9,060 ULTI Ultimate Software Group Inc. 151,464 20,675 13,607 13,393 33,129 1.24 56,915 VCSY Vertical Computer Systems 5,896 (501) (563) (2,154) (2,154) (0.00) (15,208) XXXX Travis 10,182 $ (4,299) $ (5,936) $ (5,296) $ (5,317) $ (0.18) $ 10,191 $ Tangible Pretax Net Diluted Book Symbol Company Revenues EBITDA EBIT Income Income EPS Value CNQR Concur Technologies, Inc. 215,491 $ 47,450 $ 26,174 $ 26,477 $ 17,184 $ 0.35 $ 329,959 $ PROJ Deltek, Inc. 294,688 60,175 50,750 38,535 24,594 0.56 (138,193) EPIC Epicor Software Corp. 485,628 57,738 20,822 8,961 20,646 0.36 (225,233) SFSF SuccessFactors, Inc. 98,098 (81,984) (85,457) (84,403) (85,264) (1.52) (2,930) TLEO Taleo Corp. 144,313 12,671 3,838 6,636 7,403 0.26 101,950 UCNN UCN Inc. 79,029 (3,747) (9,721) (10,202) (10,202) (0.33) 4,207 ULTI Ultimate Software Group Inc. 171,022 17,185 (1,540) (1,766) 19,594 0.74 48,581 VCSY Vertical Computer Systems 8,645 1,064 1,002 (621) (621) (0.00) (15,031) XXXX Travis 10,182 $ (4,299) $ (5,936) $ (5,296) $ (5,317) $ (0.18) $ 10,191 $ Latest 12 Months for Each Company (Dollar amounts in thousands, except per share amounts) Fundamentals Fiscal Year End of Each Company (Dollar amounts in thousands, except per share amounts)

 


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Selected Comparable Public Companies  Recent % of Common Business Price 52 Week Shares Enterprise Market Symbol Company 12/05/08 High Low High Outstanding Value Capitalization CNQR Concur Technologies, Inc. 29.32 $ 50.00 $ 19.52 $ 58.6% 48,822 1,166,569 $ 1,431,461 $ PROJ Deltek, Inc. 4.70 17.95 3.06 26.2% 43,175 368,076 202,923 EPIC Epicor Software Corp. 4.00 12.65 2.91 31.6% 59,911 483,717 239,642 SFSF SuccessFactors, Inc. 6.22 15.27 4.61 40.7% 56,109 248,081 349,559 TLEO Taleo Corp. 6.67 34.20 5.37 19.5% 30,147 96,377 201,083 UCNN UCN Inc. 1.10 4.95 0.75 22.2% 31,065 35,309 34,172 ULTI Ultimate Software Group Inc. 15.43 41.68 13.69 37.0% 24,439 357,980 377,091 VCSY Vertical Computer Systems 0.02 0.13 0.01 17.7% 999,735 28,833 22,994 High 58.6% 999,735 1,166,569 $ 1,431,461 $ Low 17.7% 24,439 28,833 22,994 Mean 31.7% 161,675 348,118 357,366 Median 28.9% 45,999 303,030 221,282 XXXX Travis 0.21 $ 1.35 $ 0.15 $ 15.6% 31,109 (7,311) $ 6,533 $ Stock Market Information (Dollar amounts in thousands, except share and per share amounts) 52 Week Range

 


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Selected Comparable Public Companies  Market Market Capitalization/ Capitalization/ Pretax Tan. Book Symbol Company Revenues EBITDA EBIT Income LTM EPS 2009E Value CNQR Concur Technologies, Inc. nm 24.6 x nm nm nm 41.9 x 4.3 x PROJ Deltek, Inc. 1.2 x 6.1 x 7.3 x 5.3 x 8.4 x 5.9 x nm EPIC Epicor Software Corp. 1.0 x 8.4 x 23.2 x 26.7 x 11.1 x 5.6 x nm SFSF SuccessFactors, Inc. 2.5 x nm nm nm nm nm nm TLEO Taleo Corp. 0.7 x 7.6 x 25.1 x 30.3 x 25.7 x 8.2 x 2.0 x UCNN UCN Inc. 0.4 x nm nm nm nm nm 8.1 x ULTI Ultimate Software Group Inc. 2.1 x 20.8 x nm nm 20.9 x 27.6 x 7.8 x VCSY Vertical Computer Systems 3.3 x nm 28.8 x nm nm na nm High 3.3 x 24.6 x 28.8 x 30.3 x 25.7 x 41.9 x 8.1 x Low 0.4 x 6.1 x 7.3 x 5.3 x 8.4 x 5.6 x 2.0 x Mean 1.6 x 13.5 x 21.1 x 20.8 x 16.5 x 17.9 x 5.5 x Median 1.2 x 8.4 x 24.2 x 26.7 x 16.0 x 8.2 x 6.1 x XXXX Travis nm nm nm nm nm nm 0.6 x __________ (1) Multiples based on latest 12 months results except for 2009E P/E that is based on First Call consensus estimates, if available. Excludes all multiples less than zero and the following multiples: Revenues > 5.0x, EBITDA > 25.0x, EBIT > 30.0x, Pretax Income > 50.0x, Earnings > 75.0x and Tangible Book Value > 10.0x. Market Multiples (1) Latest 12 Months for Each Company Business Enterprise Value/ P/E Multiples

 


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Selected Comparable Public Companies  Implied Equity Value Based on Comparable Companies (1) (Dollar amounts in thousands, except share and per share amounts) Comparable Implied Travis Company Implied Equity LTM Median Implied Net Equity Value Per Approach Amount (2) Multiple Values Debt (3) Value Share (4) Multiple of: Revenues 10,182 $ 1.2 x 12,718 $ (13,844) $ 26,561 $ 0.85 $ EBITDA (4,299) 8.4 x nm (13,844) nm nm EBIT (5,936) 24.2 x nm (13,844) nm nm Pretax Income (5,296) 26.7 x nm LTM EPS (0.18) 16.0 x nm 2009E EPS - 8.2 x nm Tangible Book Value 10,191 6.1 x 1.98 High 1.98 $ Low 0.85 Mean 1.42 Median 1.42 __________ (1) This Approach did not yield highly relevant comparable data because, due to the Company’s significant operating losses, the only multiple comparisons that could be generated were based on revenues and tangible book value, which do not reflect the associated profitability of the comparable companies or recognize the significant losses incurred by Travis. (2) Excludes $7.4 million asset impairment charge. (3) Net debt defined as total debt and preferred stock outstanding minus cash and equivalents. (4) Assumes 31,109,000 common shares outstanding.

 


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Section 5 Selected Precedent Transactions

 


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Selected Precedent Transactions Reverse Split Going Private Transactions  Recent Median Implied Prices Premium (2) Price Travis Average Price Per Share: Price at 12/05/08 0.21 $ 25.0% 0.26 $ 30-Day Average 0.20 22.8% 0.25 60-Day Average 0.23 20.9% 0.28 90-Day Average 0.27 19.4% 0.32 120-Day Average 0.30 24.4% 0.37 High 0.37 $ Low 0.25 Mean 0.30 Median 0.28 __________ (1) Reverse split transaction details provided in Exhibit B. (2) Premuims paid in reverse split transactions - One day, 30-days, 60-days, 90-days, and 120-days prior to announcement. Implied Equity Values Based on Precedent Reverse Split Transactions (1)

 


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Selected Precedent Transactions Merger and Acquisition Transactions  Equity Date Enterprise Purchase Net Tangible Net Tangible Closed Acquiror Target Value Revenues EBITDA EBIT Revenue EBITDA EBIT Price Earnings BV Earnings BV 10/15/08 NextGen Healthcare Information Systems, Inc. Practice Management Partners, Inc 22.0 $ 16.0 $ na na 1.4 x na na 19.0 $ na na na na 07/01/08 Taleo Corp. Vurv Technology Inc. 130.5 51.2 (0.7) (4.1) 2.6 x nm nm 105.4 25.5 (79.5) 4.1 x nm 10/01/07 Concur Technologies, Inc. H-G Holdings 179.3 61.9 10.7 4.3 2.9 x 16.7 x nm 143.5 (6.4) 25.8 nm 5.6 x 09/11/07 Asure Software, Inc. iEmployee 10.6 5.0 1.6 0.6 2.1 x 6.8 x 18.9 x 11.6 0.7 3.0 15.9 x 3.9 x 06/11/07 Hellman & Friedman Capital Partners Kronos, Inc. 1,777.6 599.0 99.8 56.6 3.0 x 17.8 x nm 1,767.1 40.9 390.7 43.2 x 4.5 x 03/31/07 Infor Global Solutions, Inc. Workbrain Corporation 157.2 96.9 0.3 (2.9) 1.6 x nm nm 193.9 (2.0) 55.2 nm 3.5 x 03/02/07 Taleo Corp. JobFlash, Inc. 11.9 1.5 (2.0) (2.1) nm nm nm 2.6 (0.2) (7.0) nm nm 01/11/07 BPO Management Services, Inc. Human Resource MicroSystems, Inc. 2.2 1.2 (0.2) (0.2) 1.9 x nm nm 2.0 (0.2) (0.4) nm nm 01/23/06 Concur Technologies, Inc. Outtask, Inc. 79.5 14.4 (7.7) (8.1) nm nm nm 44.4 (8.3) 3.0 nm nm High 3.0 x 17.8 x 18.9 x 43.2 x 5.6 x Low 1.4 x 6.8 x 18.9 x 4.1 x 3.5 x Mean 2.2 x 13.8 x 18.9 x 21.1 x 4.4 x Median 2.1 x 16.7 x 18.9 x 15.9 x 4.2 x __________ (1) Excludes all multiples less than zero and the following multiples: Revenues > 5.0x, EBITDA > 25.0x, EBIT > 30.0x, Net Income > 75.0x and Tangible Book Value > 10.0x. Selected Precedent Merger and Acquisition Transactions (1) (Dollar amounts in millions) Purchase Price/ LTM Enterprise Value/

 


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Selected Precedent Transactions Merger and Acquisition Transactions (cont.)  Implied Equity Value Based on Selected Precedent Merger and Acquisition Transactions (1) Precedent Implied Travis Transaction Implied Equity LTM Median Implied Net Equity Value Per Approach Amount (2) Multiple Values Debt (3) Value Share (4)(5) Multiple of: Revenues 10,182 $ 2.1 x 21,421 $ (13,844) $ 35,264 $ 1.13 $ EBITDA (4,299) 16.7 x nm (13,844) nm nm EBIT (5,936) 18.9 x nm (13,844) nm nm Net Income (5,317) 15.9 x nm Tangible Book Value 10,191 4.2 x 1.38 High 1.38 $ Low 1.13 Mean 1.25 Median 1.25 __________ (1) This Approach did not yield highly relevant comparable data because, due to the Company’s significant operating losses , the only multiple comparisons that could be generated were based on revenues and tangible book value, which do not reflect the associated profitability of the comparable companies or recognize the significant losses incurred by Travis. (2) Excludes $7.4 million asset impairment charge. (3) Net debt defined as total debt and preferred stock outstanding minus cash and equivalents. (4) Assumes 31,109,000 common shares outstanding. (5) Implied equity values from the merger and acquisition transactions include a control premium in the valuation. (Dollar amounts in thousands, except share and per share amounts)

 


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Section 6 Discounted Cash Flow Analysis

 


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Discounted Cash Flow Analysis (Dollar amounts in thousands) 2006A 2007A 2008A(2) 2009E 2010E 2011E 2012E 2013E Revenues 14,896 $ 40,407 $ 10,182 $ 11,621 $ 13,286 $ 15,196 $ 17,385 $ 19,893 $ EBITDA (2,671) 9,067 (4,299) (4,328) (1,383) (1,243) (451) 521 EBIT (3,929) 8,552 (5,936) (5,605) (2,660) (2,520) (1,728) (756) Plus : Non tax - deductible amortization - - - - - - - - EBITA (3,929) 8,552 (5,936) (5,605) (2,660) (2,520) (1,728) (756) Less : Provision for taxes 49 (65) (23) - - - - - EBIAT (3,978) 8,617 (5,913) (5,605) (2,660) (2,520) (1,728) (756) Plus : Depreciation 1,230 511 1,147 1,277 1,277 1,277 1,277 1,277 Plus : Tax - deductible amortization 28 4 490 - - - - - Plus : Other non - cash items (370) (252) (273) - - - - - Less : Capital expenditures (62) (490) (311) (200) (200) (200) (200) (200) Less : Change in net working capital 1,345 7,427 (7,608) (3,922) (525) (71) (185) (222) Unlevered free cash flow (1,807) $ 15,817 $ (12,468) $ (8,450) $ (2,108) $ (1,514) $ (836) $ 99 $ Key Assumptions and Relationships (as % of Net Sales) Revenues growth 50.4% 171.3% -74.8% 14.1% 14.3% 14.4% 14.4% 14.4% EBITDA margin -17.9% 22.4% -42.2% -37.2% -10.4% -8.2% -2.6% 2.6% EBIT margin -26.4% 21.2% -58.3% -48.2% -20.0% -16.6% -9.9% -3.8% Depreciation and amortization 8.3% 1.3% 11.3% 11.0% 9.6% 8.4% 7.3% 6.4% Capital expenditures -0.4% -1.2% -3.1% -1.7% -1.5% -1.3% -1.2% -1.0% Marginal tax rate -1.3% -0.8% 0.4% 0.0% 0.0% 0.0% 0.0% 0.0% __________ (1) Based on Management's Financial Plan. (2) Excludes $7.4 million asset impairment charge. Year ended July 31, Travis (1)

 


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Discounted Cash Flow Analysis  Implied Equity Values Per Share (1)(2)(3) Discount Rate 10.0x 11.0x 12.0x 13.0x 18.0% 0.26 $ 0.27 $ 0.28 $ 0.29 $ 19.0% 0.26 0.27 0.28 0.29 20.0% 0.26 0.27 0.28 0.29 21.0% 0.26 0.27 0.28 0.28 Matrix Summary: High 0.29 $ Low 0.26 Mean 0.27 Median 0.27 Terminal Multiples of 2013E EBITDA __________ (1) Based on Management's Financial Plan. (2) Assumes net debt of -$13,844,000. (3) Assumes 31,109,000 common shares outstanding.

 


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Section 7 Liquidation Analysis

 


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Liquidation Analysis Travis At 10/31/2008 High Low High Low Current assets: Cash and equivalents 13,844 $ 100.0% 100.0% 13,844 $ 13,844 $ Accounts receivables, net 1,333 98.0% 90.0% 1,306 1,200 Inventory 58 50.0% 25.0% 29 14 Prepaid expenses and other current assets 217 50.0% 25.0% 108 54 Property and equipment, net 775 25.0% 10.0% 194 77 Intangible assets, net 4,534 0.0% 0.0% - - Current liabilities: Accounts payable 4,054 100.0% 100.0% (4,054) (4,054) Accrued compensation and benefits 192 100.0% 100.0% (192) (192) Lease impairment and advance 355 0.0% 0.0% - - Other accrued liabilities 335 100.0% 100.0% (335) (335) Deferred revenue 1,874 75.0% 100.0% (1,405) (1,874) Long-term liabilities: Long-term portion of deferred revenue 35 75.0% 100.0% (26) (35) Lease impairment and advance 455 0.0% 0.0% - - Other long-term liabilities 199 100.0% 100.0% (199) (199) Other estimated costs, reserve amounts and unrealized value in liquidation: Rental obligations (3) (7,027) (15,277) Employee severance (4) (269) (538) Litigation exposure (Jenkens matter) (5) - (1,000) Wind down cost estimate - (100) Software (6) 1,000 500 Real estate (7) 4,000 - VTEL Products Corporation (8) 500 - Other intellectual property (9) - - Implied liquidation value range to the common stockholder 7,474 $ (7,914) $ Common shares outstanding 31,109 31,109 Implied liquidation value range to the common stockholder per share 0.24 $ (0.25) $ __________ (1) The determination of liquidation value is, by necessity, subjective. The valuation of certain items on the balance sheet is relatively easy since they are liquid (for example, cash), but other items, such as furniture, software and equipment and deferred revenue is more difficult. (2) Based on Management's estimates. (3) Estimated based on minimum future lease payments estimated at October 31, 2008 for highest obligation less an estimate of anticipated sub-lease payments for the lowest obligation. (4) Estimated at two to four weeks of total current compensation which is approximately $7.0 million on an annualized basis. (5) Estimated in the range of fully reserved to the maximum claim less existing reserve. The Company intends to vigorously defend this litigation. (6) Estimated value of software in liquidation. (7) Estimated value of equity interest in headquarters building, net of taxes on gain. (8) Estimate of the value of the equity investment in VTEL Products Corporation, net of taxes on gain. (9) The Company owns other miscellaneous intellectual property. This intellectual property may have value, but it is not determinable at this time. Probability Range (2) Value Range Implied Equity Value Based on Liquidation Analysis (1) (Amounts in thousands, except per share amounts) Liquidation Liquidation

 


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Section 8 Summary Valuation and Rationale

 


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Summary Valuation and Rationale Summary Valuation  Implied Equity Values by Approach Approach High Low Mean Median Comparable Public Company Approach (2) 1.98 $ 0.85 $ 1.42 $ 1.42 $ Selected Precedent Transaction Approach: Reverse Split Going Private Transactions (3) 0.37 $ 0.25 $ 0.30 $ 0.28 $ Merger and Acquisition Transactions (2)(4) 1.38 1.13 1.25 1.25 Discounted Cash Flow Approach 0.29 $ 0.26 $ 0.27 $ 0.27 $ Liquidation Value Approach 0.24 $ (0.25) $ (0.01) $ (0.01) $ __________ (1) Assumes 31,109,000 common shares outstanding. (2) This Approach did not yield highly relevant comparable data because, due to the Company’s significant operating losses, the only multiple comparisons that could be generated were based on revenues and tangible book value, which do not reflect the associated profitability of the comparable companies or recognize the significant losses incurred by Travis. (3) Implied equity values per share based on the median payment premiums offered in completed reverse split going private transactions. (4) Implied equity values from the merger and acquisition transactions include a control premium. Implied Equity Value Per Share (1)

 


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Summary Valuation and Rationale Summary Valuation (cont.)  Comparable Company Discounted Cash Liquidation Analysis Approach (1) Flow Approach Approach Mean Median __________ ( 1 ) This Approach did not yield highly relevant comparable data because , due to the Company’s significant operating losses , the only multiple comparisons that could be generated were based on revenues and tangible book value, which do not reflect the associated profitability of the comparable companies or recognize the significant losses incurred by Travis. Precedent Transaction Approach Reverse Split M & A (1) Trading History Implied Equity Values by Approach 0.00 0.20 0.10 Implied Price Per Share $0.60 0.50 0.40 0.30 $0.29 $0.24 $0.26 -$0.25 $0.37 $0.25 Valuation Range $0.35 - $0.40 30-Day Avg. 60-Day Avg. 90-Day Avg. 6-Mos. Avg. 9-Mos. Avg. Yr. Avg.

 


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Summary Valuation and Rationale The primary purpose of a reverse and forward stock split by Travis is to facilitate a “going private transaction.” The result will allow the Company to terminate the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This will enable Travis to save money being spent because of its status as a SEC reporting company, which management and the Board of Directors believe provides a limited benefit to a small company like Travis. The transaction will decrease the total number of Travis’ stockholders of record from approximately 1,130 to approximately 189 (assuming a 1-for-750 reverse split). By reducing the number of stockholders below 300, Travis will be eligible to file a Form 15 with the SEC and terminate its registration obligations under the Exchange Act. The Company’s small public size and minimal trading volume have limited the ability of stockholders to sell their shares without also reducing the trading price, as well as the ability of the Company to use stock as acquisition currency or to successfully attract and retain employees. Additionally, the Company estimates that professional fees and other expenses related to the transaction will total approximately $350,000. The Company does not expect the payment to stockholders receiving cash in the transaction to have a material adverse effect on capital, liquidity, operations or cash flow; however, it will reduce the Company’s administration costs. Rationale 

 


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Summary Valuation and Rationale The Company anticipates annual savings of over $1,000,000 per year and an indeterminable amount in indirect savings resulting from the reduction in time that must be devoted by employees to preparing public reports and filings and responding to stockholder inquiries. We recommend a fractional share price of approximately $0.35 to $0.40 per share (on a pre-split basis) resulting in cash expenditures for fractional shares after the reverse stock split of approximately $471,000 to $539,000 in total (assuming a 1-for-750 reverse split and 1,346,740 shares pre-split cashed out). This represents a premium range of 66.7% to 90.5% over the closing price on December 5, 2008. Rationale (cont.) 

 

 

 


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Section 9 Exhibits

 


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Exhibits - A Comparable Public Company Descriptions SuccessFactors, Inc. provides on-demand performance and talent management software that enable organizations to optimize the performance of their people. Its application suite includes various modules and capabilities, including performance management, goal management, compensation management, succession management, learning and development, recruiting management, analytics and reporting, employee profile, 360-degree review, employee survey, and proprietary and third-party content. The company also provides configuration and implementation services, as well as follow-on services, including end-user training and business transformation services. SuccessFactors offers its products to large enterprises, as well as to small and mid-sized businesses operating in various industries, such as consumer, energy, financial services, government, healthcare, life sciences, manufacturing, retail, telecommunications and technology, and transportation. It operates primarily in North America, Latin America, Europe and the Middle East, and Asia-Pacific. The company was founded in 2001 as Success Acquisition Corporation and changed its name to SuccessFactors, Inc. in 2007. SuccessFactors, Inc. is headquartered in San Mateo, California. SuccessFactors, Inc. (NasdaqGM:SFSF) Epicor Software Corporation designs, develops, markets, and supports enterprise application software solutions and services. Its solutions enable companies to focus on their customers, suppliers, partners, and employees through enterprise-wide management of resources and information. The company’s products include back office applications for production management, supply chain management, retail management, and financial accounting, as well as front office customer relationship management and service management. Epicor also provides industry-specific solutions to the manufacturing, distribution, services and retail, and hospitality industry sectors, as well as to various other industries. Epicor offers a number of different enterprise application software solutions and services. In addition, the company provides consulting, managing, outsourcing, and hosting services, as well as education, training, and other programming services. Epicor serves manufacturers, distributors, retailers, sports and leisure, and service organizations, as well as companies in technology/software, healthcare, government entities, educational institutions, and other sectors. It sells its products and services through a direct sales force, as well as through a network of value added resellers, distributors, and authorized consultants. The company was founded in 1984. It was formerly known as Platinum Holdings Corporation and changed its name to Platinum Software Corporation in 1992. Further, the company changed its name to Epicor Software Corporation in 1999. Epicor is headquartered in Irvine, California. Epicor Software Corporation (NasdaqGS:EPIC) Deltek, Inc. provides enterprise applications software and related services to the project-focused organizations. Its products include Costpoint, Vision, GCS Premier, Enterprise Project Management Solutions, Open Plan and wInsight. In addition, the company offers consulting and technical services, including solution architecture, applications implementation, technology architecture design, and project team and end-user training, as well as after-implementation consulting services, including version upgrade consulting, system productivity review, practice consulting, network/database maintenance, acquisition integration support, and long-term strategic business system planning. It serves architectural, engineering, and information technology services firms; aerospace and defense, and other federal government contractors; consulting companies; discrete project manufacturing companies; grant-based not-for-profit organizations; and government agencies. The company, formerly known as Deltek Systems, Inc., was founded in 1983 and is headquartered in Herndon, Virginia. Deltek, Inc. (NasdaqGS:PROJ) Concur Technologies, Inc. provides employee spend management solutions. Its software solutions include Concur Travel & Expense, Concur Expense, Concur Cliqbook Travel, Concur Vendor Payment, Concur ExpenseLink, Concur Meeting, Concur Audit, Concur Direct Reimbursement, Concur Reporting and Concur Compliance Solution. Concur’s Web-based service solutions help to streamline everyday business processes. In addition, the company offers consulting, customer support, and training services. It markets its solutions worldwide to public companies and single-location private companies through its direct sales organization, as well as strategic reseller and referral partners. The company was founded in 1993 and is headquartered in Redmond, Washington. Concur Technologies, Inc. (NasdaqGS:CNQR) Continued on next page 

 


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Exhibits - A Comparable Public Company Descriptions (cont.) Vertical Computer Systems, Inc. provides administrative software services, Internet core technologies, and derivative software application products. Its administrative software technology is emPath, a Web-based human resources/payroll software. Its Internet core technologies include SiteFlash, ResponseFlash, and the Emily XML Scripting Language, which can be used to build Web services. The company also offers NewsFlash, a software application product that caters to the publishing industry. Vertical Computer Systems also markets a baseline solution that comprises two security products, IA and StatePointPlus. Vertical Computer Systems’ software services include empathy, which is delivered as a software-as-a-service and its managed baseline solution. The company markets a managed The company markets its products primarily in the United States, Canada, Japan, and Brazil through its distribution network. Vertical Computer Systems, Inc. was incorporated in 1992 and is based in Richardson, Texas. Vertical Computer Systems, Inc. (OTCBB:VCSY) The Ultimate Software Group, Inc. engages in the design, marketing, implementation, and support of human resources, payroll, and talent management solutions in the United States. The company offers UltiPro software, a Web-based solution designed to manage the employee life cycle from recruitment to retirement. The Ultimate Software Group also provides professional services, which include implementation, customer relationship management, and knowledge management (or training) services, as well as customer support services, product maintenance, and hosting services. It offers its products and services to manufacturing, food services, sports, technology, finance, insurance, retail, real estate, transportation, communications, healthcare, and other services industries through its direct sales force. The company was founded in 1990 and is headquartered in Weston, Florida. The Ultimate Software Group, Inc. (NasdaqGM:ULTI) UCN, Inc. operates as a hosted, software as a service (SaaS) company focusing on the enterprise contact center market in the United States. It provides inContact and related connectivity products consisting of contact handling/management applications, such as routing, automated call distribution, self-service menus, automated interactive voice response, database integration, multimedia contact management, management reporting, workforce management, performance optimization benchmarking, custom call routing and call flow design, and hire screening and online training tools. UCN, Inc. also offers traditional connectivity products that enables users’ sites to connect to the company’s VoIP network, as well as to gain access to its inContact services. The company also operates as a reseller of domestic and international long distance and other services provided by national and regional wholesale providers. UCN, Inc. markets its products and services to commercial and business customers directly and through independent sales agents. The company was founded in 1994. It was formerly known as Buyers United, Inc. and changed its name to UCN, Inc. in 2004. The company is based in Midvale, Utah. UCN, Inc. (NasdaqCM:UCNN) Taleo Corporation provides talent management software solutions worldwide. It offers Taleo Enterprise Edition solution that includes Taleo Recruiting and Taleo Performance products. The software solutions have a number of modules that help management more efficiently manage operations. It markets its solutions through direct sales force, strategic partnerships, telesales, and Internet marketing channels. Taleo Corporation was incorporated in 1999 as Recruitsoft, Inc. and changed its name to Taleo Corporation in 2004. The company is based in Dublin, California. Taleo Corporation (NasdaqGM:TLEO) 

 


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Exhibits - A Kronos Incorporated provides a suite of solutions that automate employee-centric processes, as well as tools to optimize the workforce. It offers a range of work force management and talent management solutions. The company’s work force management solutions comprise various components, such as time and labor, scheduling, human resources, payroll, absence management, labor activity tracking, data collection, self-service, and workforce analytics. Kronos, Inc. iEmployee offers Web hosted on-demand workforce management solutions. Its solutions include Time and Attendance, a solution that helps automate time consuming and time tracking related processes from employee's time hours worked to exporting data into payroll system; Time Off, a solution that automates and streamlines the process of tracking and approving employee Time Off; HR Software, a solution that helps automate time consuming and personnel related processes from employee's submitting HR changes to exporting data into payroll system; Pay Stub/W2, a solution that supports various file formats, such as flat file format, csv file format, and other file formats; Self Service, a solution that helps automate time consuming and personnel related processes from employee information updates to exporting change data into payroll system; and Expense Management Software, a solution that helps to streamline company's expense/reimbursement activities allowing to get rid of the paper forms and ensure various employees using one standard form in various locations. iEmployee H-G Holdings, Inc., through its subsidiary, provides transaction and information processing solutions to corporations and government agencies. The company focuses on the travel expense management and the trade promotion planning markets. It provides e-business solutions to the consumer goods industry, helping them to manage their trade-spending activities. H-G Holdings Vurv Technology, Inc. provides on demand talent management software for businesses in North America and internationally. Its product modules enable management of talent management processes, including workforce planning and analytics, recruitment, on boarding, performance management, succession management, compensation planning, and workforce optimization. The company’s product modules include Recruitment, which allows clients to design the processes that drive their recruitment strategies; Performance, provides a framework for developing, motivating, and retaining a company's workforce; Compensation, which automates complex compensation planning strategies so that organizations can reward performance and drive desired business outcomes; and Transition, provides decision support, automation, and compliance for workforce integration and restructuring events, as well as off boarding employees on an ongoing basis. Its talent management offerings are delivered through a Web browser utilizing software-as-a-service. Vurv Technology, Inc. was formerly known as Recruitmax Software, Inc. Vurv Technology, Inc. Practice Management Partners, Inc. (PMP) develops and markets business management, custom billing, and system integration solutions for the healthcare industry. The company’s suite offers human resource, financial, information, and risk management services. It also provides billing and collection; form generation and reporting; claims management; and scheduling services. Additionally, PMP offers system evaluation, configuration, integration, and data conversion services. Practice Management Partners, Inc. Merger and Acquisition Target Companies Continued on next page 

 


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Exhibits - A Merger and Acquisition Target Companies (cont.) Outtask, Inc. operates as a software as a service provider. It delivers employee facing applications to companies in the areas of travel and expense management. It offers solutions, software expertise, data management, and professional services. The company offers travel management, expense management, integrated travel and expense management. Outtask, Inc. Human Resource MicroSystems, Inc. engages in the design, development, and implementation of human resource software solutions. It provides desk-top and Web-native HR software solutions, including a Web portal with full employee/manager self-service. The company offers implementation, system configuration, integration, and ongoing support services, including customer relations, customer support, HR practice management, product upgrades, and news and user group meetings. It also provides consulting services, such as HR/HRMS consulting, technical consulting, customization services, software and new module training, HRMS system administration, and business process development. Human Resource MicroSystems, Inc. JobFlash, Inc. offers hiring solutions for hourly and managerial employees. It offers IVR technology and candidate scheduling services for restaurants, window cleaners, manufacturers, hotels, casinos, retail stores, and hospitality. JobFlash, Inc. Workbrain Corporation engages in the development, marketing, implementation, hosting, and support of software that enable organizations to deploy and manage their workforces. Its solutions automate workforce management processes, such as labor forecasting, employee schedule optimization, time and attendance, workforce analytics, and employee self-service. The company also provides services, which include implementation, consulting, training, hosting, and post-contract customer support. Workbrain Corporation 

 


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Exhibit - B Reverse Split Transactions - Summary Continued on next page  Proposed Reverse/ Cash to Date Payment Termination Forward All Announced Company Symbol Per Share Filing (1) Split Fractions (2) 08/22/08 Gouverneur Bancorp Inc. GOVB 1 -for- 100 10.00 $ 10/06/08 YES NO 08/12/08 Levcor International Inc. LVCI 1 -for- 300000 0.16 09/12/08 NO YES 06/12/08 Peoples-Sidney Financial Corp. PPSF 1 -for- 600 13.47 07/31/08 YES NO 04/10/08 Enterprise Informatics Inc. EINF 1 -for- 1000 0.05 05/08/08 NO YES 04/14/08 First Bancorp of Indiana Inc. FBPI 1 -for- 300 14.00 05/19/08 YES NO 02/25/08 Oregon Pacific Bancorp ORPB 1 -for- 500 13.00 03/19/08 YES NO 01/11/08 Clarkston Financial Corp CKFC 1 -for- 111 10.00 05/28/08 YES NO 12/28/07 Peoples Bancorp PBNI 1 -for- 760 16.75 05/28/08 YES NO 12/21/07 Jaclyn Inc. JCLY 1 -for- 250 10.21 05/20/08 YES NO 10/25/07 CB Financial Corporation CBFA 1 -for- 132 20.00 03/03/08 YES YES 10/05/07 Magstar Technologies Inc. MGSR 1 -for- 2000 0.43 02/13/08 NO NO 10/04/07 Medaire, Inc. MDE 1 -for- 5000 1.11 01/15/08 YES NO 09/21/07 Orion Healthcorp Inc. ORNH 1 -for- 2500 0.23 12/10/07 YES NO 07/24/07 NBO Systems Inc. N/A 1 -for- 250000 0.00 01/24/08 NO NO 07/19/07 Citizens Financial Corp CFIN 1 -for- 250 7.25 11/14/07 NO YES 06/05/07 Harolds Stores, Inc. HRLSQ 1 -for- 1000 0.30 12/07/07 YES NO 04/16/07 Northway Financial Inc. NWYF 1 -for- 400 37.50 09/21/07 YES NO 12/08/06 Essential Group, Inc. N/A 1 -for- 1200 0.01 03/08/07 NO YES 06/01/06 EUPA International Corporation EUPA 1 -for- 9999 0.40 01/29/07 NO YES 05/16/06 Bactolac Pharmaceutical Inc. ANII 1 -for- 500 4.00 09/21/06 NO YES 03/15/06 Home City Financial Corporation HCFC 1 -for- 210 16.20 12/14/06 YES NO 10/07/05 ITEC Attractions, Inc. ITAT 1 -for- 381426 0.27 03/31/06 NO NO 10/07/05 County Bank Corp. CYBK 1 -for- 500 55.00 02/28/06 YES NO 09/30/05 Marlton Technologies, Inc. N/A 1 -for- 5000 1.25 01/04/06 NO YES 09/14/05 FC Banc Corporation FCBZ 1 -for- 500 29.12 12/21/05 YES NO 07/22/05 McRae Industries, Inc. MRI 1 -for- 200 14.25 12/19/05 YES NO 07/13/05 News Communications, Inc. NCOM 1 -for- 100 1.10 11/03/05 NO YES 06/23/05 Liberate Technologies LBRTQ 1 -for- 250000 0.20 12/20/05 YES NO 06/16/05 Refocus Group, Inc. RFCG 1 -for- 2000 0.35 12/07/05 YES NO 06/09/05 Community Investors Bancorp, Inc. CIBI 1 -for- 300 15.00 09/23/05 YES NO 05/18/05 Home Loan Financial Corporation HLFC 1 -for- 600 20.75 09/02/05 YES NO 04/20/05 Synbiotics Corporation SBIO 1 -for- 2000 0.13 11/03/05 YES YES 04/01/05 Mercury Air Group, Inc. MAX 1 -for- 500 4.00 09/19/05 YES NO 03/24/05 Lincoln Logs, Ltd. LCLG 1 -for- 500 0.49 09/13/05 NO NO 03/03/05 ASB Financial Corporation ASBP 1 -for- 300 23.00 07/19/05 YES YES 02/24/05 Davel Communications, Inc. DAVL 1 -for- 97500000 0.02 05/03/05 NO NO 02/15/05 Decatur First Bank Group, Inc. N/A 1 -for- 500 17.50 06/28/05 NO NO 01/13/05 Trek Resources, Inc. TKRD 1 -for- 100 2.50 05/10/05 NO YES 12/23/04 Benchmark Bancshares BMRB 1 -for- 2000 19.00 03/31/05 YES NO 12/22/04 KS Bancorp, Inc. KSBI 1 -for- 200 24.00 03/23/05 YES YES 12/21/04 Horizon Telecom, Inc. HRZCA 1 -for- 125 165.00 03/28/05 YES NO 12/16/04 Mai Systems Corporation MAIY 1 -for- 150 0.17 11/29/05 NO YES 11/28/04 Gateway Bancshares, Inc. N/A 1 -for- 500 37.00 03/28/05 NO NO Proposed Split Recent Reverse Split Going Private Transactions

 


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Exhibit - B Reverse Split Transactions – Summary (cont)  Proposed Reverse/ Cash to Date Payment Termination Forward All Announced Company Symbol Per Share Filing (1) Split Fractions (2) Proposed Split Recent Reverse Split Going Private Transactions 11/23/04 Sterling Sugars, Inc. STSU 1 -for- 2000 9.00 07/18/05 NO YES 11/05/04 Bestway, Inc. BSTW 1 -for- 100 13.00 05/26/05 YES NO 10/12/04 Spectrum Laboratories, Inc. SPTM 1 -for- 25000 2.56 11/29/05 NO YES 09/30/04 Giant Group, Ltd. CHKR 1 -for- 300 1.85 01/31/05 NO YES 09/30/04 Bishop Capital Corporation BPCC 1 -for- 110 1.00 08/10/05 NO NO 08/16/04 AVOCA, Incorporated AVOA 1 -for- 100 28.00 12/16/04 NO YES 07/14/04 Crown Energy Corporation CROE 1 -for- 1000 0.01 03/30/05 NO NO 06/16/04 TouchTunes Music Corporation TTMC 1 -for- 2000 0.50 01/13/06 NO YES 05/29/04 Webco Industries, Inc. WEB 1 -for- 10 4.75 01/06/05 YES YES 04/21/04 Crown Andersen, Inc. CRAN 1 -for- 500 1.95 10/29/04 YES NO 04/16/04 ASA International Ltd. ASAA 1 -for- 600 5.00 11/15/04 YES NO 03/08/04 Ambassador Food Services Corporation AMBF 1 -for- 30 0.35 10/05/04 YES YES 03/03/04 MPSI Systems, Inc. MPSI 1 -for- 100 0.30 08/13/04 NO NO 01/16/04 Semele Group, Inc. SMLE 1 -for- 4001 1.40 07/09/04 YES NO 01/14/04 Star Multi Care Services, Inc. SMCS 1 -for- 55000 0.13 05/28/04 NO YES 01/09/04 Safeguard Health Enterprises, Inc. SFGD 1 -for- 1500 2.25 06/30/04 NO YES 12/31/03 IBW Financial Corporation IBWF 1 -for- 101 36.50 07/02/04 YES NO 11/17/03 The Seibels Bruce Group, Inc. SBIG 1 -for- 1000 3.00 03/01/04 NO YES 11/13/03 4-D Neuroimaging FDNU 1 -for- 1200 0.15 03/03/04 NO NO 09/25/03 Winter Sports, Inc. WSKI 1 -for- 150 17.50 05/07/04 NO YES 09/18/03 Pacific Aerospace & Elect. PARO 1 -for- 11000 0.168 04/12/04 NO YES 06/10/03 Siena Holdings SIEN 1 -for- 500000 1.41 11/10/03 NO YES 05/22/03 The Deltona Corporation DLTA 1 -for- 500000 0.40 02/02/04 NO NO 05/20/03 Tumbleweed, Inc. TMBL 1 -for- 5000 1.10 12/08/03 YES NO 04/25/03 PML, Inc. PMLI 1 -for- 150 1.50 08/07/03 YES NO 03/17/03 IFX Corporation IFXC 1 -for- 300 0.12 08/13/03 NO YES 02/28/03 South Banking Company SOFK 1 -for- 50 40.00 05/15/03 NO YES 01/09/03 Avery Communications AVYC 1 -for- 5000 1.27 07/08/03 NO YES 12/05/02 Telespectrum Worldwide Inc. TLSW 1 -for- 1000 0.01 03/19/03 NO YES 11/18/02 Kimmins Corporation KMMN 1 -for- 100 1.00 03/17/03 NO YES 11/15/02 Performance Industries, Inc. PRFI 1 -for- 1500 1.00 05/08/03 NO YES 11/06/02 Seven J Stock Farm, Inc. SEVJ 1 -for- 1000 3.89 09/24/03 NO YES 09/11/02 Teltone Corporation TLTN 1 -for- 900 0.24 01/16/03 NO NO 06/04/02 Control Chief Holdings, Inc. DIGM 1 -for- 100 3.73 11/01/02 NO YES 05/15/02 Teraglobal Communications Corp. TGCM 1 -for- 1000 0.29 11/08/02 NO YES 05/10/02 Silver Diner, Inc. SLVR 1 -for- 5000 0.32 10/09/02 NO YES 04/04/02 The Coeur d'Alenes Company CDLA 1 -for- 1000 0.25 12/18/02 YES NO 03/28/02 Zeon Corporation ZEON 1 -for- 500 4.00 05/07/02 NO YES 12/21/01 Metro Global Media, Inc. MGBL 1 -for- 40 1.00 04/09/02 NO YES __________ (1) Defined as the filing of a Form 15 - Certification and Notice of Termination of Registration. (2) Cash paid to all fractional stockholders regardless of whether the shares held were above or below the split amount.

 


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Exhibit - B Reverse Split Transactions – Premium Analysis Continued on next page  Date Proposed Announced Company Symbol Payment 1 Day 30 Day 60 Day 90 Day 120 Day 08/22/08 Gouverneur Bancorp Inc. GOVB 10.00 $ 21.2% 18.1% 16.3% 13.7% 13.1% 08/12/08 Levcor International Inc. LVCI 0.16 -5.9% -13.2% -21.9% -28.3% -31.8% 06/12/08 Peoples-Sidney Financial Corp. PPSF 13.47 7.3% 8.3% 13.6% 13.2% 15.7% 04/10/08 Enterprise Informatics Inc. EINF 0.05 0.0% 48.6% 22.0% -12.8% -31.4% 04/14/08 First Bancorp of Indiana Inc. FBPI 14.00 16.6% 15.8% 15.6% 8.5% 3.6% 02/25/08 Oregon Pacific Bancorp ORPB 13.00 32.7% 34.2% 36.2% 35.1% 33.9% 01/11/08 Clarkston Financial Corp CKFC 10.00 37.8% 7.3% 3.1% -2.1% -6.6% 12/28/07 Peoples Bancorp PBNI 16.75 17.4% 12.3% 7.7% 1.8% -1.1% 12/21/07 Jaclyn Inc. JCLY 10.21 70.2% 63.4% 64.4% 41.9% 26.3% 10/25/07 CB Financial Corporation CBFA 20.00 31.2% 33.4% 31.1% 30.5% 31.4% 10/05/07 Magstar Technologies Inc. MGSR 0.43 41.7% 64.1% 46.3% 32.9% 27.6% 10/04/07 Medaire, Inc. MDE 1.11 18.1% 8.9% 2.6% 3.2% 7.4% 09/21/07 Orion Healthcorp Inc. ORNH 0.23 43.8% 33.2% 39.5% 35.6% 29.2% 07/24/07 NBO Systems Inc. N/A 0.00 N/A N/A N/A N/A N/A 07/19/07 Citizens Financial Corp CFIN 7.25 11.6% 11.8% 16.4% 18.6% 19.1% 06/05/07 Harolds Stores, Inc. HRLSQ 0.30 7.1% 20.6% -7.6% -18.1% -19.1% 04/16/07 Northway Financial Inc. NWYF 37.50 24.6% 18.8% 16.5% 14.9% 14.1% 12/08/06 Essential Group, Inc. N/A 0.01 N/A N/A N/A N/A N/A 06/01/06 EUPA International Corporation EUPA 0.40 939.9% 953.9% 1064.1% 1106.1% 1093.0% 05/16/06 Bactolac Pharmaceutical Inc. ANII 4.00 11.1% 9.5% 13.5% 18.5% 14.3% 03/15/06 Home City Financial Corporation HCFC 16.20 6.1% 4.9% 5.9% 6.8% 7.1% 10/07/05 ITEC Attractions, Inc. ITAT 0.27 11.1% 11.5% 12.7% 24.6% 27.8% 10/07/05 County Bank Corp. CYBK 55.00 2.4% 1.8% 0.2% -0.2% -0.2% 09/30/05 Marlton Technologies, Inc. N/A 1.25 4.2% 1.0% 20.7% 31.3% 25.4% 09/14/05 FC Banc Corporation FCBZ 29.12 25.4% 24.8% 23.1% 23.9% 24.4% 07/22/05 McRae Industries, Inc. MRI 14.25 13.8% 13.8% 17.8% 19.4% 16.9% 07/13/05 News Communications, Inc. NCOM 1.10 57.1% 68.7% 62.7% 59.0% 55.7% 06/23/05 Liberate Technologies LBRTQ 0.20 -20.0% -20.0% -11.5% -0.6% 12.9% 06/16/05 Refocus Group, Inc. RFCG 0.35 40.0% 40.1% 54.9% 74.0% 97.5% 06/09/05 Community Investors Bancorp, Inc. CIBI 15.00 12.4% 12.9% 14.1% 13.4% 11.5% 05/18/05 Home Loan Financial Corporation HLFC 20.75 30.8% 22.8% 13.0% 8.4% 6.5% 04/20/05 Synbiotics Corporation SBIO 0.13 36.8% 27.9% 22.2% 13.1% 2.8% 04/01/05 Mercury Air Group, Inc. MAX 4.00 21.4% 15.3% 8.0% 2.1% -11.9% 03/24/05 Lincoln Logs, Ltd. LCLG 0.49 -2.0% -5.2% -6.3% -10.7% -9.7% 03/03/05 ASB Financial Corporation ASBP 23.00 11.3% 12.4% 9.3% 8.0% 7.5% 02/24/05 Davel Communications, Inc. DAVL 0.02 7.1% 6.6% 10.8% 16.6% 31.6% 02/15/05 Decatur First Bank Group, Inc. N/A 17.50 N/A N/A N/A N/A N/A 01/13/05 Trek Resources, Inc. TKRD 2.50 163.2% 162.1% 171.2% 189.8% 212.8% 12/23/04 Benchmark Bancshares BMRB 19.00 N/A N/A N/A N/A N/A 12/22/04 KS Bancorp, Inc. KSBI 24.00 51.1% 49.6% 49.8% 49.0% 49.0% 12/21/04 Horizon Telecom, Inc. HRZCA 165.00 175.0% 96.8% 93.4% 92.2% 91.6% 12/16/04 Mai Systems Corporation MAIY 0.17 41.7% 12.9% 4.9% -3.5% -2.5% Payment Premium (over prior average trading price) Recent Reverse Split Going Private Transactions - Premuim Analysis

 


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Exhibit - B Reverse Split Transactions – Premium Analysis (cont.)  Date Proposed Announced Company Symbol Payment 1 Day 30 Day 60 Day 90 Day 120 Day Payment Premium (over prior average trading price) Recent Reverse Split Going Private Transactions - Premuim Analysis 11/28/04 Gateway Bancshares, Inc. N/A 37.00 N/A N/A N/A N/A N/A 11/23/04 Sterling Sugars, Inc. STSU 9.00 37.4% 36.8% 37.6% 37.9% 38.9% 11/05/04 Bestway, Inc. BSTW 13.00 36.8% 36.2% 17.7% 12.2% 9.0% 10/12/04 Spectrum Laboratories, Inc. SPTM 2.56 N/A N/A N/A N/A N/A 09/30/04 Giant Group, Ltd. CHKR 1.85 23.2% 24.6% 6.4% -1.0% -8.5% 09/30/04 Bishop Capital Corporation BPCC 1.00 -33.3% -35.5% -44.8% -40.7% -38.1% 08/16/04 AVOCA, Incorporated AVOA 28.00 30.2% 27.5% 24.6% 22.4% 25.8% 07/14/04 Crown Energy Corporation CROE 0.01 N/A N/A N/A N/A N/A 06/16/04 TouchTunes Music Corporation TTMC 0.50 143.9% 129.8% 106.3% 83.0% 89.3% 05/29/04 Webco Industries, Inc. WEB 4.75 -2.5% 1.6% 7.2% 13.4% 17.0% 04/21/04 Crown Andersen, Inc. CRAN 1.95 16.8% 18.7% 11.2% -1.6% -9.8% 04/16/04 ASA International Ltd. ASAA 5.00 30.9% 32.9% 30.8% 39.0% 51.4% 03/08/04 Ambassador Food Services Corporation AMBF 0.35 25.0% 29.3% 29.5% 29.5% 29.5% 03/03/04 MPSI Systems, Inc. MPSI 0.30 N/A N/A N/A N/A N/A 01/16/04 Semele Group, Inc. SMLE 1.40 N/A N/A N/A N/A N/A 01/14/04 Star Multi Care Services, Inc. SMCS 0.13 -10.0% 0.0% -8.8% 3.9% 13.6% 01/09/04 Safeguard Health Enterprises, Inc. SFGD 2.25 16.0% 17.3% 20.9% 29.2% 34.1% 12/31/03 IBW Financial Corporation IBWF 36.50 65.9% 65.9% 68.8% 78.9% 84.6% 11/17/03 The Seibels Bruce Group, Inc. SBIG 3.00 76.5% 63.8% 63.6% 64.5% 65.5% 11/13/03 4-D Neuroimaging FDNU 0.15 149.0% 137.1% 151.1% 155.6% 128.5% 09/25/03 Winter Sports, Inc. WSKI 17.50 34.5% 34.0% 34.2% 34.3% 37.1% 09/18/03 Pacific Aerospace & Elect. PARO 0.17 -52.5% -49.7% -49.3% -46.5% -41.5% 06/10/03 Siena Holdings SIEN 1.41 33.0% 28.9% 31.9% 35.8% 34.9% 05/22/03 The Deltona Corporation DLTA 0.40 25.0% 28.0% 26.8% 26.5% 26.3% 05/20/03 Tumbleweed, Inc. TMBL 1.10 -34.1% -21.8% -19.5% -20.4% -22.3% 04/25/03 PML, Inc. PMLI 1.50 N/A N/A N/A N/A N/A 03/17/03 IFX Corporation IFXC 0.12 286.7% 124.6% 107.8% -22.5% -44.9% 02/28/03 South Banking Company SOFK 40.00 N/A N/A N/A N/A N/A 01/09/03 Avery Communications AVYC 1.27 N/A N/A N/A N/A N/A 12/05/02 Telespectrum Worldwide Inc. TLSW 0.01 0.0% 10.3% 62.6% 80.7% 87.1% 11/18/02 Kimmins Corporation KMMN 1.00 81.8% 185.2% 186.5% 212.0% 232.5% 11/15/02 Performance Industries, Inc. PRFI 1.00 N/A N/A N/A N/A N/A 11/06/02 Seven J Stock Farm, Inc. SEVJ 3.89 14.4% 13.1% 13.3% 13.7% 13.8% 09/11/02 Teltone Corporation TLTN 0.24 199.7% 153.3% 124.1% 112.8% 108.6% 06/04/02 Control Chief Holdings, Inc. DIGM 3.73 26.4% 21.2% 22.8% 28.5% 35.5% 05/15/02 Teraglobal Communications Corp. TGCM 0.29 -9.4% 6.9% -25.0% -77.7% -90.0% 05/10/02 Silver Diner, Inc. SLVR 0.32 28.0% 28.7% 30.3% 35.0% 37.4% 04/04/02 The Coeur d'Alenes Company CDLA 0.25 66.7% 66.7% 108.0% 158.9% 194.4% 03/28/02 Zeon Corporation ZEON 4.00 60.0% 77.1% 87.3% 86.4% 65.1% 12/21/01 Metro Global Media, Inc. MGBL 1.00 1900.0% 1109.7% 918.7% 951.4% 995.9% High 1900.0% 1109.7% 1064.1% 1106.1% 1093.0% Low -52.5% -49.7% -49.3% -77.7% -90.0% Mean 76.5% 62.5% 60.0% 58.9% 59.4% Median 25.0% 22.8% 20.9% 19.4% 24.4%

 


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Exhibit - B Reverse Split Transactions – Cash Position Analysis  Cash as a % Date Termination Payment of Payment Announced Company Symbol Filing (2) Price Cash (3) Price 08/22/08 Gouverneur Bancorp Inc. GOVB 10/06/08 10.00 $ 7.35 73.5% 08/12/08 Levcor International Inc. LVCI 09/12/08 0.16 0.02 10.2% 06/12/08 Peoples-Sidney Financial Corp. PPSF 07/31/08 13.47 8.84 65.6% 04/10/08 Enterprise Informatics Inc. EINF 05/08/08 0.05 0.01 24.2% 04/14/08 First Bancorp of Indiana Inc. FBPI 05/19/08 14.00 3.98 28.4% 02/25/08 Oregon Pacific Bancorp ORPB 03/19/08 13.00 1.91 14.7% 01/11/08 Clarkston Financial Corp CKFC 05/28/08 10.00 6.76 67.6% 12/28/07 Peoples Bancorp PBNI 05/28/08 16.75 3.97 23.7% 12/21/07 Jaclyn Inc. JCLY 05/20/08 10.21 0.61 5.9% 10/25/07 CB Financial Corporation CBFA 03/03/08 20.00 11.29 56.5% 10/05/07 Magstar Technologies Inc. MGSR 02/13/08 0.425 0.07 15.5% 10/04/07 Medaire, Inc. MDE 01/15/08 1.11 0.08 7.3% 09/21/07 Orion Healthcorp Inc. ORNH 12/10/07 0.23 0.00 1.3% 07/24/07 NBO Systems Inc. N/A 01/24/08 0.0005 0.01 2512.9% 07/19/07 Citizens Financial Corp CFIN 11/14/07 7.25 4.73 65.3% 06/05/07 Harolds Stores, Inc. HRLSQ 12/07/07 0.30 0.14 47.6% 04/16/07 Northway Financial Inc. NWYF 09/21/07 37.50 10.55 28.1% 12/08/06 Essential Group, Inc. N/A 03/08/07 0.01 0.26 2643.7% 06/01/06 EUPA International Corporation EUPA 01/29/07 0.40 0.03 6.4% 05/16/06 Bactolac Pharmaceutical Inc. ANII 09/21/06 4.00 0.40 10.1% __________ (1) The 20 most recently completed reverse split going private transactions. (2) Defined as the filing of a Form 15 - Certification and Notice of Termination of Registration. (3) Represents balance sheet cash and equivalents per share at the time of the reverse split transaction. Per Share Reverse Split Going Private Transactions Recently Completed (1)

 


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Exhibit - C Weighted Average Cost of Capital Calculation  Cost of Cost of Cost of Symbol Company Equity (1) Preferred Debt (2) WACC (3) CNQR Concur Technologies, Inc. 15.0% na 4.1% 14.9% PROJ Deltek, Inc. 24.5% na 4.6% 14.0% EPIC Epicor Software Corp. 17.1% na 5.0% 9.0% SFSF SuccessFactors, Inc. 20.6% na 8.9% 20.6% TLEO Taleo Corp. 26.4% na 3.7% 26.4% UCNN UCN Inc. 23.1% na 9.0% 20.5% ULTI Ultimate Software Group Inc. 18.7% na 3.1% 18.5% VCSY Vertical Computer Systems 24.5% 7.6% 10.5% 20.8% XXXX Travis 27.3% na na 27.3% High 27.3% 7.6% 10.5% 27.3% Low 15.0% 7.6% 3.1% 9.0% Mean 21.9% 7.6% 6.1% 19.1% Median 23.1% 7.6% 4.8% 20.5% __________ (1) Risk free rate + (Beta * risk premium) + size premium. Risk free rate, the yield for the generic 30 yr. U.S. Treasury Bond; long-term equity risk premium and small cap size premium (Source: Ibbotson's SBBI Yearbook 2008). The source used for Beta is Capital IQ, the median Beta is used where data is unavailable. Market value of common equity is based on the closing price on 12/5/2008. (2) Calculated as cash paid for interest divided by average debt, except where not representative. (3) Reflects an after-tax cost of debt. Weighted Average Cost of Capital

 


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Exhibit - D Pink OTC Markets Pink OTC Markets Inc. provides the leading inter-dealer electronic quotation and trading system in the over-the-counter (OTC) securities market. We create innovative technology and data solutions to efficiently connect market participants, improve price discovery, increase issuer disclosure, and better inform investors. Pink OTC Markets operates the third largest U.S. equity trading venue which includes both the elite OTCQX market tiers for strong OTC-traded companies that can satisfy financial and disclosure listing standards and Pink Sheets for all other OTC quoted securities. Pink Sheets is neither a Securities and Exchange Commission Registered Stock Exchange nor a FINRA broker/dealer. Pink Sheets is considered a Non-exclusive Securities Information Processor and an Interdealer Quotation System, for which registration is not required under current securities laws. However, Pink Sheets quotation and trading system is only open to registered broker/dealers and those broker/dealers are subject to FINRA Rules and regulations regarding their conduct and use of the Pink Sheets. Issuers are subject to Federal and State securities laws. Over 230 financial services firms, including the ten largest U.S. investment banks, actively make markets in OTCQX and Pink Sheets securities. In 2007, these firms traded over $160 billion of OTCQX and Pink Sheets securities. Pink OTC Markets offers widespread access to all U.S. broker-dealers, enabling investors to seamlessly trade these securities through their institutional, online, or full service brokers Pink Sheets follows regular market hours, from 9:30am until 4:00pm ET. Pink Sheets follows the market calendar of the Nasdaq Stock Market and is closed on the days that Nasdaq is closed. The Quotation system is available from 7:00am to 5:00pm every business day. However, individual traders at a market maker control when the trader's quotes are open and firm. Pink OTC Markets is headquartered in New York City. Source: www.pinksheets.com See also Frequently Asked Questions on this site.