SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. ___)
Filed by
the Registrant o
Filed by
a Party other than the Registrant x
Check the
appropriate box:
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x
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material under Rule 14a-12
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Forgent
Networks, Inc.
108 Wild Basin Road, Austin, Texas
78746
(Name
of Person(s) Filing Proxy Statement if other than the Registrant)
The Red
Oak Fund, LP, a Delaware limited partnership;
Pinnacle
Fund, LLP, a Colorado limited liability limited partnership;
Bear
Market Opportunity Fund, L.P., a Delaware limited partnership;
Pinnacle
Partners, LLC, a Colorado limited liability company;
Red Oak
Partners, LLC, a New York limited liability company;
David
Sandberg.
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1.
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Title
of each class of securities to which transaction
applies:
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2.
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Aggregate
number of securities to which transaction applies:
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3.
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4.
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Proposed
maximum aggregate value of transaction:
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5.
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Total
fee paid:
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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1.
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Amount
Previously Paid:
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2.
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Form,
Schedule or Registration Statement No.:
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3.
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Filing
Party:
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4.
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Date
Filed:
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PRELIMINARY
COPY, DATED MAY 12, 2009
FORGENT
NETWORKS, INC.
SPECIAL
MEETING OF STOCKHOLDERS
JUNE 2,
2009
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PROXY
STATEMENT OF RED OAK
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IN
OPPOSITION TO
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THE
MANAGEMENT OF FORGENT NETWORKS, INC.
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WHY
YOU WERE SENT THIS PROXY STATEMENT
This
proxy statement is being furnished to holders of the common stock of Forgent
Networks, Inc. (“ASUR” or the “Company”) in connection with the
solicitation of proxies by Red Oak Partners, LLC, The Red Oak Fund, L.P.,
Pinnacle Fund LLP, Pinnacle Partners LLC, Bear Market Opportunity Fund, L.P. and
David Sandberg, whom we refer to collectively as “Red Oak” in this proxy
statement, to be used at the Special Meeting of Stockholders (the “Special
Meeting”) of ASUR. The Special Meeting will be held at 10 A.M., on June 2, 2008,
at the Company's executive offices, 108 Wild Basin Road, Austin, Texas 78746. At
the Special Meeting, ASUR is seeking stockholder approval of a
1-for-750 reverse stock split, a 750-for-1 forward stock split (if the reverse
stock split is approved), and to approve the postponement or adjournment of the
special meeting in the event an insufficient number of shares are present to
approve the reverse/forward split. We refer to these as the “Go-Private
Proposals” because their effect would be to terminate the Company’s status as a
reporting company under the Securities Exchange Act of 1934, terminate its
listed status and thereby deprive the stockholders of readily available
information and further limit trading opportunities. The Company’s proxy
statement dated April 20, 2009 contains information regarding the Go-Private
Proposals, including a description of the material features of the Go-Private
plan, and the voting procedures to be followed at the Special
Meeting. These items are listed as proposals 1 through 3 in the
Company proxy statement.
Red Oak
is soliciting proxies AGAINST the approval of the
Go-Private Proposals for the reasons noted in this proxy statement. We urge you
to vote AGAINST
approving the Go-Private Proposals. We are not at this time sending you a
separate proxy card granting us your proxy, because you can vote against the
Go-Private Proposals by checking the “AGAINST” box on the Company’s
proxy card.
Red Oak
beneficially owns an aggregate of 2,285,796 shares of ASUR’s total outstanding
common stock. Red Oak and its affiliates are ASUR’s largest stockholder. Red Oak
owns approximately 7.3% of ASUR’s total outstanding common stock and 7.5% of the
common stock held by the public (namely, the common stock held by stockholders
other than the board and management).
With
regard to stockholder approval of the Go-Private Proposals, the stock exchange
rules governing the voting of shares held by brokerage firms for their customers
preclude a vote on non-routine matters unless the stockholder gives
instructions. Red Oak believes the Go-Private Proposals are not
routine. In addition, to approve proposals 1 and 2 requires the affirmative vote
of a majority of the Company’s outstanding shares. SO YOUR VOTE
COUNTS!
The
persons and entities which constitute Red Oak are described below in the section
entitled “Certain Information Regarding the Participants.” This proxy statement
sometimes refers to Red Oak as “we,” “us,” “our” and variants of those
words.
The
principal executive offices of ASUR are located at 108 Wild Basin Road, Austin,
Texas 78746. This proxy statement is first being mailed to stockholders on or
about May__, 2009.
WE
ARE OPPOSING THE GO-PRIVATE PROPOSALS BECAUSE:
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(1)
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Taking
ASUR private is likely to result in severely limited liquidity for
remaining shareholders.
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(2)
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The
benefits claimed by the Company from implementing this proposal can for
the most part be obtained without depriving the stockholders of a public
market.
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(3)
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Paying
out $0.36 per share to only certain holders is wasteful and
unfair.
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We
believe that the attempt to take the Company private is not in the best interest
of stockholders. It will eliminate the requirement that stockholders
and the public receive regular financial disclosure and will cause the Company’s
shares to be removed from NASDAQ. The lack of listing and the
non-availability of public financial information is highly likely to result in a
lack of liquidity for stockholders wishing to sell and to limit the Company’s
access to additional capital if needed. Although there can be no
assurance the Company shares will continue to be listed on NASDAQ if the
Go-private Proposals are defeated, there will still be more opportunities for
liquidity if financial information continues to be publicly
available.
The
Company has attempted to justify these drastic measures by claiming they will
result in reduced costs. We agree the Company spends too much but believe the
claimed cost savings can be largely achieved without the detriment to the
shareholders resulting from the Go-Private Proposals.
WHAT
RED OAK WANTS
We agree
that actions to enhance stockholder value are needed, and if the Go-Private
Proposals are defeated we will seek to work with the existing board of
directors, or to elect new directors who will seek to advance this goal. Even if
the Go-Private Proposals are adopted we presently intend to nominate a slate of
directors for election at the next Company annual meeting which will be
comprised of shareholders holding significant investments in the Company. Red
Oak is not seeking to control the Company, and intends that a majority of the
nominees will be persons not affiliated with Red Oak.
Red Oak
believes that the Company’s value can be enhanced by taking some or all of the
following actions:
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Rightsizing
the Company’s compensation beginning from the top down. The Company should
combine the CEO and COO functions immediately as we firmly believe the
Company does not require a CEO separate from the
COO.
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•
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According
to the Company’s proxy statement filed in 2008, the CEO/COO and CFO
functions were paid nearly $1 million in FY 2007 and have been paid
salaries nearly equal to the Company’s entire current market
capitalization value since 2003. This level of spending must be reduced to
align with ASUR’s level of profitability. Further, with an
estimated $6 million/year in compensation expense across roughly 55 US
employees and 40 employees in India, we believe the average US Employee
earns more than $90,000/year, an amount we also believe must be managed
better.
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The
Company should realign service provider costs, including terminating Ernst
& Young as auditor, Winstead PC as legal counsel, and immediately
repricing ASUR’s egregious $360,000/year D&O policy. A
company of ASUR’s size should retain less expensive advisors. We note that
in its Company proxy statement, ASUR claims to pay more than $150,000/year
in legal bills related to being a public company. We are
confident this can be reduced by a significant amount while the Company
remains public.
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•
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The
Company should implement a reverse stock split in order to regain NASDAQ
compliance with respect to a $1/share price. We recommend a
10-for-1 split, which would leave ASUR with just over 3 million shares
outstanding and could produce a price above
$1/share.
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•
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The
Company should adopt a significant share repurchase program which would
offer further liquidity to those shareholders who wish to sell while
simultaneously allowing for accretive purchase transactions for the
benefit of remaining shareholders.
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The
Company should hold annual meetings in a timely manner subsequent to each
fiscal year end. We note that with a July fiscal year end,
ASUR’s 2009 annual meeting should have occurred in the March or April time
frame. No such meeting has yet been announced and shareholders
should be granted their rights to such a meeting on a regular – and timely
– basis. We believe it’s in shareholders’ best interests to
hold the 2009 meeting as soon as
possible.
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The
Company should elect a board comprised of shareholders with vested
interests. The current Board and management team hold a
combined 2.3% of ASUR’s common stock, which is less than numerous
individual shareholders and institutions. We do not believe
that a board with low ownership delaying its annual meetings represents
good corporate governance. As noted above, we do not seek to
control the Board and welcome a board of independent
holders.
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Red Oak
has met and spoken with certain members of senior management and the Board of
the Company several times during 2009. During those discussions we made
recommendations on ways for ASUR to enhance shareholder value, as discussed
above.
WE
URGE YOU TO VOTE AGAINST THE GO-PRIVATE PROPOSALS.
WHO
CAN VOTE AT THE SPECIAL MEETING
The
record date for determining stockholders entitled to notice of and to vote at
the Special Meeting is April 13, 2009 (the “Record Date”). Stockholders of the
Company as of the Record Date are entitled to one vote at the Special Meeting
for each share of common stock of the Company, $0.01 par value per share (the
“Common Stock”), held on the Record Date. The Company stated in its proxy
statement that it had 31,106,298 shares of Common Stock issued and outstanding
on the Record Date.
HOW
TO VOTE BY PROXY
Whether
you plan to attend the Special Meeting or not, we urge you to vote AGAINST the approval of
proposals 1, 2 and 3, the Go-Private Proposals, by completing and returning the
proxy card which the Company sent to you, or to contact the bank or broker
responsible for your account to instruct them as to how you want to vote. Please
contact us at 212 614 8952 if you require assistance in voting your
shares. If you have already executed a Company-provided proxy card
you can revoke that proxy and we will be happy to assist you to do
so.
Properly
executed proxies will be voted in accordance with the directions indicated
thereon. This means if you check “AGAINST” the Company will follow
your direction. If you sign the Company’s proxy card but do not make
any specific choices, the Company-designated proxy holder will vote your shares
FOR the Go-Private Proposals.
You
should refer to the Company’s proxy statement and form of proxy distributed by
the Company for additional information.
If any of
your shares are held in the name of a brokerage firm, bank, bank nominee or
other institution on the record date, only that entity can vote your shares and
only upon its receipt of your specific instructions. Accordingly, please contact
the person responsible for your account at such entity and instruct that person
to execute and return the Company’s proxy card on your behalf indicating a vote
AGAINST proposals 1, 2 and 3. You should also sign, date and mail the voting
instruction form your broker or banker sends you when you receive it (or, if
applicable, vote by following the instructions supplied to you by your bank or
brokerage firm, including voting by telephone or via the Internet). Please do
this for each account you maintain to ensure that all of your shares are
voted.
A large
number of banks and brokerage firms are participating in a program that allows
eligible stockholders to vote by telephone or via the Internet. If your bank or
brokerage firm is participating in the telephone voting program or Internet
voting program, then such bank or brokerage firm will provide you with
instructions for voting by telephone or the Internet on the voting form.
Telephone and internet voting procedures, if available through your bank or
brokerage firm, are designed to authenticate your identity to allow you to give
your voting instructions and to confirm that your instructions have been
properly recorded to vote AGAINST proposals 1, 2 and 3 . Stockholders voting via
the Internet should understand that there might be costs that they must bear
associated with electronic access, such as usage charges from Internet access
providers and telephone companies. If your bank or brokerage firm does not
provide you with a voting form, but you instead receive the Company’s proxy
card, you should mark the proxy card to indicate a vote AGAINST proposals 1, 2
and 3, date it and sign it, and return it in the Company-provided
envelope.
VOTING
AND PROXY PROCEDURES
The
presence, in person or by proxy, of a majority of the shares of Common Stock
outstanding entitled to vote at the Special Meeting will constitute a quorum. If
you return valid proxy instructions or attend the meeting in person, your shares
will be counted for purposes of determining whether there is a quorum, even if
you abstain from voting. Broker non-votes also will be counted for purposes for
determining the existence of a quorum. A broker non-vote occurs when a broker,
bank or other nominee holding shares for a beneficial owner does not vote on a
particular proposal because the broker, bank or other nominee does not have
discretionary voting power with respect to that item and has not received voting
instructions from the beneficial owner.
In voting
with respect to proposals 1, 2 and 3, the Go-Private Proposals, you may vote in
favor of the proposal, against the proposal or abstain from voting. Proposals 1
and 2 will be approved only if a quorum is present and a majority of the total
outstanding shares vote in favor of the proposals. As a result, for
proposals 1 and 2 abstentions and broker non-votes will have the effect of a
vote against the approval of the Go-Private plan. For this reason the Company
has asked in proposal 3 for authority to postpone the meeting and solicit
additional votes in favor of the management proposals. We are asking you to vote
AGAINST proposal 3, and on proposal 3 the vote of a majority of the shares
voting, if a quorum is present, will determine the outcome.
Any proxy
may be revoked by you at any time prior to the time a vote is taken by
delivering to the Secretary of the Company a notice of revocation bearing a
later date, by delivering a duly executed proxy bearing a later date or by
attending the Special Meeting and voting in person (but attendance at the
Special Meeting will not by itself constitute revocation of a prior-delivered
proxy).
Only
holders of record as of the close of business on the Record Date will be
entitled to vote at the Special Meeting. If you were a stockholder of record on
the Record Date, you will retain your voting rights for the Special Meeting even
if you sell your shares after the Record Date. Accordingly, it is important that
you vote the shares held by you on the Record Date, or grant a proxy to vote
such shares, even if you sell such shares after the Record Date.
ALTHOUGH YOU MAY VOTE MORE THAN ONCE,
ONLY ONE PROXY WILL BE COUNTED AT THE SPECIAL MEETING, AND THAT WILL BE YOUR
LATEST-DATED, VALIDLY EXECUTED PROXY.
SOLICITATION
OF PROXIES; EXPENSES
The
entire expense of preparing and mailing this Proxy Statement and any other
soliciting material and the total expenditures relating to the solicitation of
proxies (including, without limitation, costs, if any, related to advertising,
printing, fees of attorneys, financial advisors, solicitors, accountants, public
relations, transportation and litigation) will be borne by Red
Oak. In addition to the use of the mails, proxies may be solicited by
Red Oak Partners, other Participants (as defined below) and/or their employees
by telephone, telegram, and personal solicitation, for which no additional
compensation will be paid to those persons engaged in such
solicitation.
Red Oak
estimates that its total expenditures relating to the solicitation of proxies
will be approximately $40,000 (including, without limitation, costs, if any,
related to advertising, printing, fees of attorneys, accountants, public
relations, transportation, and litigation). Total cash expenditures to date
relating to this solicitation have been approximately $5,000.
Red Oak
may seek reimbursement from the Company for its actual expenses in connection
with this solicitation.
CERTAIN
INFORMATION REGARDING THE PARTICIPANTS
The
“Participants” consist of the following investment entities and individuals: Red
Oak Fund, Pinnacle Fund, Bear Fund, Red Oak Partners, Pinnacle Partners and
David Sandberg. Red Oak Partners manages Red Oak Fund and Bear
Fund. Red Oak Partners also 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 reported
in this proxy statement.
The
principal office or business address of Red Oak Fund, Red Oak Partners and David
Sandberg is 654 Broadway, Suite 5, New York, NY 10012. 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.
Appendix A lists
certain information regarding ownership of the Common Stock by the Participants
and transactions in the Common Stock made by the Participants during the past
two years. Red Oak beneficially owns 2,285,796 shares of Common Stock, or
approximately 7.3% of the outstanding shares. Red Oak may change its ownership
of the Company or alter its investment strategy at any time.
No
Participant has during the last ten years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). Except as set
forth herein, no Participant is now, or within the past year has been, a party
to any contract, arrangement or understanding with any person with respect to
any securities of the Company (including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving or
withholding of proxies).
There are
no material proceedings to which any Participant or any associate of any
Participant is a party adverse to the Company or any of its subsidiaries or has
a material interest adverse to the Company or any of its subsidiaries. Except as
described herein, no Participant and no associate of any Participant has any
interest in the matters to be voted upon at the Special Meeting, other than an
interest, if any, as a stockholder of the Company.
Except as
described herein or in Appendix A, neither
any Participant nor any associate of any Participant (1) has engaged in or has a
direct or indirect interest in any transaction or series of transactions since
the beginning of the Company’s last fiscal year, or in any currently proposed
transaction, to which the Company or any of its subsidiaries is a party where
the amount involved was in excess of $120,000; (2) has been indebted to the
Company or any of its subsidiaries; (3) has borrowed any funds for the purpose
of acquiring or holding any securities of the Company, or is presently, or has
been within the past year, a party to any contract, arrangement or understanding
with any person with respect to either any securities of the Company, any future
employment by the Company or its affiliates, or any future transaction to which
the Company or any of its affiliates will or may be a party; or (4) is the
beneficial or record owner of any securities of the Company or any parent or
subsidiary thereof.
Red Oak
has not paid any additional compensation to Mr. Sandberg as a result of this
proxy solicitation for the Special Meeting. The partnerships managed by Red Oak
Partners, LLC will generally reimburse, or indemnify Mr. Sandberg for any
expenses, and/or liabilities, he may incur in connection with the Special
Meeting. There are no other arrangements or understandings with Mr. Sandberg
other than as set forth herein.
OTHER
MATTERS
The
Company’s proxy statement contains information regarding (1) the security
ownership of management and beneficial owners of more than 5% of the Common
Stock; (2) the Company’s Board of Directors; (3) the meetings of the Company’s
Board of Directors and all committees thereof concerning the Go-private
Proposals. Red Oak has no knowledge of, or responsibility for, the accuracy of
the Company’s disclosures in its proxy materials.
YOUR
VOTE IS IMPORTANT-PLEASE CALL IF YOU HAVE QUESTIONS
If
you have any questions or require any assistance, please contact Red Oak, at the
following address and telephone number:
654
Broadway, Suite 5, New York, NY 10012
212 614
8952
Dsandberg@redoakpartners.com
IT
IS IMPORTANT THAT YOU RETURN YOUR PROXY PROMPTLY. PLEASE SIGN AND DATE YOUR
COMPANY PROXY CARD AFTER INDICATING A VOTE AGAINST PROPOSALS 1, 2, AND 3
PROMPTLY AND RETURN TO THE COMPANY SECRETARY.
Sincerely,
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/s/
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David
Sandberg
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Red
Oak Partners
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May ___,
2009
Appendix
A
Additional
Information Regarding Red Oak
Transactions In Stock of the
Company
The
following transactions are the only transactions during the past two years with
regard to the Common Stock made by Red Oak.
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PURCHASER
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TRADE
DATE
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QUANTITY
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Pinnacle
Fund
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10/28/2008
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32300
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Red
Oak Fund
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10/29/2008
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19291
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Red
Oak Fund
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10/30/2008
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3044
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Red
Oak Fund
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10/31/2008
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51600
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Pinnacle
Fund
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10/31/2008
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51600
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Pinnacle
Fund
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11/3/2008
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12000
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Pinnacle
Fund
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11/5/2008
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14000
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Red
Oak Fund
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11/5/2008
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14000
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Red
Oak Fund
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11/6/2008
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8050
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Pinnacle
Fund
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11/6/2008
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8050
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Pinnacle
Fund
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11/7/2008
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21900
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Red
Oak Fund
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11/7/2008
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21900
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Red
Oak Fund
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11/10/2008
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30000
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Pinnacle
Fund
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11/10/2008
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30000
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Pinnacle
Fund
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11/11/2008
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27500
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Red
Oak Fund
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11/11/2008
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27500
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Red
Oak Fund
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11/12/2008
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9049
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Pinnacle
Fund
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11/12/2008
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9051
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Pinnacle
Fund
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11/13/2008
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32493
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Red
Oak Fund
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11/13/2008
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16000
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Red
Oak Fund
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11/14/2008
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5200
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Pinnacle
Fund
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11/17/2008
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100
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Pinnacle
Fund
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11/18/2008
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38254
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Red
Oak Fund
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11/18/2008
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38256
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Red
Oak Fund
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11/19/2008
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5500
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Pinnacle
Fund
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11/19/2008
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5500
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Pinnacle
Fund
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11/20/2008
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20791
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Red
Oak Fund
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11/20/2008
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40000
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Red
Oak Fund
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11/21/2008
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10339
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Pinnacle
Fund
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11/21/2008
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10338
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Pinnacle
Fund
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11/24/2008
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800
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Red
Oak Fund
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12/2/2008
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5000
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Red
Oak Fund
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12/3/2008
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10002
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Pinnacle
Fund
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12/3/2008
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10002
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Pinnacle
Fund
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12/4/2008
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18774
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Red
Oak Fund
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12/4/2008
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18774
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Red
Oak Fund
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12/5/2008
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4950
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Pinnacle
Fund
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12/5/2008
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4950
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Pinnacle
Fund
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12/12/2008
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12710
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Red
Oak Fund
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12/12/2008
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12710
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Red
Oak Fund
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12/15/2008
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18525
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Pinnacle
Fund
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12/15/2008
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18524
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Pinnacle
Fund
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12/17/2008
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35100
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Red
Oak Fund
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12/17/2008
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35100
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Red
Oak Fund
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12/18/2008
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7900
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Pinnacle
Fund
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12/18/2008
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7900
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Pinnacle
Fund
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12/19/2008
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15600
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Red
Oak Fund
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12/19/2008
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15600
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Red
Oak Fund
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12/22/2008
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4300
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Pinnacle
Fund
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12/22/2008
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4300
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Pinnacle
Fund
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12/23/2008
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16700
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Red
Oak Fund
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12/23/2008
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16700
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Red
Oak Fund
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12/26/2008
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25650
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PURCHASER
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TRADE
DATE
|
QUANTITY
|
|
|
Pinnacle
Fund
|
12/26/2008
|
25650
|
|
|
Pinnacle
Fund
|
12/29/2008
|
67900
|
|
|
Red
Oak Fund
|
12/29/2008
|
67900
|
|
|
Red
Oak Fund
|
12/30/2008
|
31569
|
|
|
Pinnacle
Fund
|
12/30/2008
|
31569
|
|
|
Pinnacle
Fund
|
12/31/2008
|
7000
|
|
|
Red
Oak Fund
|
12/31/2008
|
7000
|
|
|
Red
Oak Fund
|
2/2/2009
|
143998
|
|
|
Pinnacle
Fund
|
2/2/2009
|
175997
|
|
|
Red
Oak Fund
|
2/3/2009
|
45533
|
|
|
Bear
Fund
|
2/9/2009
|
400
|
|
|
Bear
Fund
|
2/10/2009
|
1777
|
|
|
Bear
Fund
|
2/11/2009
|
285300
|
|
|
Bear
Fund
|
2/12/2009
|
23609
|
|
|
Bear
Fund
|
2/19/2009
|
80178
|
|
|
Bear
Fund
|
2/27/2009
|
114405
|
|
|
Pinnacle
Fund
|
2/27/2009
|
114405
|
|
|
Bear
Fund
|
3/2/2009
|
700
|
|
|
Bear
Fund
|
3/3/2009
|
8450
|
|
|
Pinnacle
Fund
|
3/3/2009
|
8450
|
|
|
Pinnacle
Fund
|
3/4/2009
|
4600
|
|
|
Pinnacle
Fund
|
3/5/2009
|
11850
|
|
|
Bear
Fund
|
3/5/2009
|
11850
|
|
|
Pinnacle
Fund
|
3/6/2009
|
12500
|
|
|
Red
Oak Fund
|
3/6/2009
|
12500
|
|
|
Pinnacle
Fund
|
3/9/2009
|
2300
|
|
|
Red
Oak Fund
|
3/10/2009
|
5144
|
|
|
Pinnacle
Fund
|
3/11/2009
|
1900
|
|
|
Pinnacle
Fund
|
3/16/2009
|
23592
|
|
|
Red
Oak Fund
|
3/16/2009
|
23593
|
In
aggregate, Red Oak owns 2,285,796 shares of Common Stock of the Company acquired
at an aggregate cost of approximately $428,550.91.
The funds
used by Red Oak came from available capital and from time to time by margin
provided by Jefferies & Company on such firm’s usual terms and
conditions.
Red Oak
is not required to file reports under Section 16 of the Securities Exchange Act
of 1934, as amended, with respect to the Common Stock.