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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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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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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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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of each class of securities to which transaction
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Aggregate
number of securities to which transaction applies:
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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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maximum aggregate value of transaction:
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fee paid:
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Fee
paid previously with preliminary
materials.
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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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Schedule or Registration Statement No.:
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On May
18, 2009, Pinnacle Fund LLLP and Red Oak Partners, LLC issued the following
press release:
Red Oak
Partners and Pinnacle Fund Respond to Statements in Asure Software's May 12
Letter and File Preliminary Proxy Statement to Oppose Vote to
Go-Private.
New York,
New York, May 18, 2009. Pinnacle Fund (controlled by Pinnacle Partners, LLC
which is partly controlled by Red Oak Partners, LLC) announced that on
Wednesday, May 13th it filed a preliminary proxy statement with the Securities
and Exchange Commission ("SEC") to oppose Asure Software's ("ASUR's") go-private
proposals and also attached the statement to its amended filing on
Schedule 13D. Additionally, Pinnacle issued a letter today in response to
Asure's May 12th letter, which Asure filed with the SEC in its May 14th DEFA14A
filing. Pinnacle's response letter is attached as an exhibit to an amendment
being filed today to Red Oak's Schedule 13D.
"I
encourage shareholders to read our definitive proxy statement when it becomes
available before making any voting decisions, as well as both our preliminary
proxy filed on May 13th and our letter attached as an exhibit to today's 13D
filing," said David Sandberg, Portfolio Manager of the Pinnacle Fund, LLLP.
"Asure's letter attempts to ignore continued excessive spending on management
compensation, a continued omission or delay in announcing an annual meeting
date, and conveniently omits to point out that major cost savings would result
from things Asure can do without depriving holders of publicly available
information. We continue to oppose this go-private transaction and are confident
that these proposals will be rejected." Information about Red Oak, Pinnacle, and
its affiliates who are participating in Pinnacle's opposition to Asure's
go-private proposals can be found in Red Oak's preliminary proxy materials and
its Schedule 13D filing. Red Oak's filings can be found at www.sec.gov by
selecting "Search" at the top right and then typing "forgent" into the box
asking for the Company Name. Red Oak's filings which are referenced
in this press release are dated May 13th and May 18th, 2009.
Contact:
Red Oak
Partners, LLC
David
Sandberg, 212-614-8952
dsandberg@redoakpartners.com
Red Oak
also has filed an amendment to its Schedule 13D filing which attaches this press
release and a letter Pinnacle Fund sent to the company's board of directors.
That amendment and its exhibits are attached to this filing to the extent they
may be deemed to constitute soliciting materials. Pinnacle and Red Oak have
filed preliminary proxy materials with the Securities and Exchange Commission
and intend to disseminate definitive proxy materials as soon as practical. Red
Oak and Pinnacle encourage all holders of ASUR stock to read their definitive
proxy materials before determining how to vote at the Company's special meeting
of stockholders currently scheduled for June 2, 2009. In addition to the methods
for accessing such materials identified in the press release and quoted above,
once definitive materials are available stockholders may obtain them by
contacting Red Oak at the address mentioned above.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Forgent Networks, Inc.
-------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------
(Title of Class of Securities)
34629U103
---------------------------------------
(CUSIP Number)
RED OAK PARTNERS, LLC
654 Broadway, Suite 5
New York, NY 10012
Attention: David Sandberg
Telephone: (212) 614-8952
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 18, 2009
-------------------------------------------------
(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 9 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 9 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 9 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 9 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 9 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 9 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 9 pages
ITEM 4. Purpose of Transaction.
Item 4 as previously filed is amended by adding the following
language:
On May 18th, Pinnacle Partners issued a letter, attached as Exhibit A, to Asure
Software's ("ASUR") Board of Directors in response to their May 12th letter
which was filed with the Securities and Exchange Commission ("SEC") on May 14th
and issued via press release on May 15th.
On May 18th, Pinnacle Partners also issued a press release, attached as Exhibit
B. The press release indicated that Pinnacle had filed with the SEC a copy of
its May 18th letter in a 13D filing. It also indicated that on May 13th
Pinnacle filed its preliminary proxy statement in a PREC14A filing in
opposition to the proposed "going private" transactions to be voted on at a
Company special meeting currently scheduled to be held June 2, 2009. In its
letter, Pinnacle asked that Asure's CEO - who during an April meeting had
indicated to several investors his plans to step down in six months - step down
immediately and without severance. Pinnacle also highlighted other measures to
reduce costs which were independent of any go-private efforts and stated that
it believes it is inappropriate that ASUR has not explained that these savings
can occur without going private.
ITEM 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
Exhibit A: Letter to Board of Directors
Exhibit B: Preliminary Proxy Statement
Page 8 of 9 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: May 18, 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 9 of 9 pages