SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Forgent Networks, Inc.
-------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
34629U103
---------------------------------------
(CUSIP Number)
RED OAK PARTNERS, LLC
145 Fourth Avenue, Suite 15A
New York, NY 10003
Attention: David Sandberg
Telephone: (212) 614-8952
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 2008
-------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
Page 1 of 11 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Red Oak Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 2,285,796
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 2,285,796
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,285,796
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.35%**
14 TYPE OF REPORTING PERSON
OO
_________________________________
** Based on 31,111,278 shares of common stock of Forgent Networks, Inc.
outstanding at March 11, 2009, as reported in Forgent Networks, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 filed with
the Securities and Exchange Commission on March 13, 2009.
Page 2 of 11 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Red Oak Fund, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 812,177
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 812,177
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
812,177
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.61%**
14 TYPE OF REPORTING PERSON
PN
Page 3 of 11 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pinnacle Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 946,950
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 946,950
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%**
14 TYPE OF REPORTING PERSON
OO
Page 4 of 11 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pinnacle Fund, LLLP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 946,950
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 946,950
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%**
14 TYPE OF REPORTING PERSON
PN
Page 5 of 11 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Bear Market Opportunity Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 526,669
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 526,669
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,669
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.69%**
14 TYPE OF REPORTING PERSON
PN
Page 6 of 11 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Sandberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 2,285,796
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 2,285,796
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,285,796
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.35%**
14 TYPE OF REPORTING PERSON
IN
Page 7 of 11 pages
ITEM 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D
(this "Statement") relates is the common stock, par value $0.01 per share (the
"Common Stock" or the "Shares"), of Forgent Networks, Inc. (the "Issuer"), with
its principal executive offices located at 108 Wild Basin Road,Austin, Texas
78746.
ITEM 2. Identity and Background.
(a)-(c) and (f) The names of the persons filing this statement on
Schedule 13D (the "Reporting Persons") are:
The Red Oak Fund, LP, a Delaware limited partnership ("Red Oak Fund");
Pinnacle Fund, LLLP, a Colorado limited liability limited partnership
("Pinnacle Fund");
Bear Market Opportunity Fund, L.P., a Delaware limited partnership
("Bear Fund");
Pinnacle Partners, LLC, a Colorado limited liability company
("Pinnacle Partners");
Red Oak Partners, LLC, a New York limited liability company ("Red Oak
Partners"); and
David Sandberg, a United States citizen.
This Statement is being filed by David Sandberg, the controlling member
of Red Oak Partners. Red Oak Partners (i) manages Red Oak Fund and Bear Fund
and (ii) is general partner of Pinnacle Partners, which manages Pinnacle Fund
(each of Pinnacle Fund, Red Oak Fund and Bear Fund, a "Fund" and, collectively,
the "Funds"). The Funds are private investment vehicles formed for the purpose
of investing and trading in a wide variety of securities and financial
instruments. The Funds directly own the shares as reported in this Statement.
Each of the filers hereto disclaims beneficial ownership with respect to any
shares other than shares owned directly by such filer.
The principal office or business address of Red Oak Fund, Red Oak
Partners and David Sandberg is 145 Fourth Avenue, Suite 15A, New York, NY
10003. The principal office or business address of Pinnacle Partners and
Pinnacle Fund is 32065 Castle Court, Suite 100, Evergreen, CO 80439. The
principal office or business address of Bear Fund is 112 E. Pecan Street, Suite
806, San Antonio TX 78205.
(d)-(e) During the last five years, none of the Reporting Persons have
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. Source and Amount of Funds or Other Consideration
The source of cash funds for the purchased securities was working
capital of the Funds, and the amount of funds totaled $428,550.91.
Page 8 of 11 pages
ITEM 4. Purpose of Transaction.
The Reporting Persons purchased the Common Stock subject to this
Statement for investment purposes. The Reporting Persons will review their
investments in the Common Stock from time to time, and, subject to applicable
law and regulation and depending upon certain factors, including, without
limitation, the financial performance of the Company, the availability and
price of the Common Stock or other securities related to the Company, and other
general market and investment conditions, the Reporting Persons may determine
to:
- acquire additional Common Stock through open market purchases or
otherwise;
- sell Common Stock through the open market or otherwise; or
- otherwise engage or participate in a transaction with the purpose or
effect of changing or influencing the control of the Company.
The reporting persons are concerned with Forgent's performance and currently
intend to nominate a slate of Directors for election at the next annual
meeting. However, the reporting persons are open to initially working with
management and the Board in the near-term to address and resolve its concerns.
Such concerns include Forgent attempting to go private in advance of holding
its annual meeting, maintaining excessive operating costs and management
compensation, and others.
ITEM 5. Interest in Securities of the Issuer.
(a) The Fund beneficially owns 2,285,796 shares of Common Stock,
representing 7.35% of all of the outstanding shares of Common Stock. Red Oak
Partners, as the general partner of the Fund, and Mr. Sandberg, as the managing
member of Red Oak Partners, each may be deemed to beneficially own the
2,285,796 shares of Common Stock held by the Fund. Each Reporting Person
disclaims beneficial ownership with respect to any shares of Common Stock other
than the shares owned directly and of record by such Reporting Person. The
percentage set forth in this response is based on the 31,111,278 shares of
Common Stock outstanding as of March 11, 2009, as reported directly by the
Issuer on their 10-Q for the quarter ended January 31, 2009.
(b) Red Oak Partners, the Fund and Mr. Sandberg have shared power
(with each other, and not with any third party) to vote or direct the vote of
and to dispose or direct the disposition of the 2,285,796 shares of Common
Stock held by the Fund.
(c) Transactions by the Reporting Persons effected in Common
Stock that have taken place in the last sixty days are attached as Exhibit A.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Not applicable.
Page 9 of 11 pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: April 20, 2009
/s/ David Sandberg
- -------------------------
David Sandberg
Red Oak Partners LLC
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
Pinnacle Partners, LLP
By: Red Oak Partners LLC, its general partner
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
The Red Oak Fund, L.P.
By: Red Oak Partners LLC, its general partner
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
Pinnacle Fund, LLLP
By: Pinnacle Partners, LLC, its general partner
By: Red Oak Partners LLC, its general partner
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
Bear Market Opportunity Fund, L.P.
By: Red Oak Partners, LLC, its investment advisor
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
Page 10 of 11 pages
Exhibit A
TRANSACTIONS IN THE PAST SIXTY DAYS
WITH RESPECT TO THE COMPANY'S COMMON STOCK
Trade Date Txn Type Quantity Unit Cost
Pinnacle Fund LLLP
2/27/2009 Buy 114,405 0.141
3/3/2009 Buy 8,450 0.135
3/4/2009 Buy 4,600 0.138
3/5/2009 Buy 11,850 0.135
3/6/2009 Buy 12,500 0.139
3/9/2009 Buy 2,300 0.13
3/11/2009 Buy 1,900 0.14
3/16/2009 Buy 23,592 0.115
Bear Market Opportunity Fund LP
2/19/2009 Buy 80,178 0.154
2/27/2009 Buy 114,405 0.141
3/2/2009 Buy 700 0.14
3/3/2009 Buy 8,450 0.135
3/5/2009 Buy 11,850 0.135
Red Oak Fund LP
3/6/2009 12,500 0.139
3/10/2009 5,144 0.13
3/16/2009 23,593 0.115
Page 11 of 11 pages