SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Forgent Networks, Inc.
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(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
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
PINNACLE FUND, LLLP
654 Broadway, Suite 5 | New York, New York 10012
Telephone (212) 614-8952 | Facsimile (646) 390-6784
May 18, 2009
VIA OVERNIGHT DELIVERY AND FACSIMILE
Management and Board of Directors
Forgent Networks, Inc.
108 Wild Basin Road
Austin, TX 78746
Re: Response to Statements from your May 12 Letter
Dear Management and the Board of Directors:
I am writing to respond to certain statements in your May 12 letter. You
mischaracterize Pinnacle's positions and your letter is one more attempt to
ignore the serious disagreement which many Asure ("ASUR") stockholders have
with your attempt to take the company private and continue excessive spending
on management compensation and other matters. Pinnacle's and Red Oak's views
are spelled out in our 13D filing and our preliminary proxy statement which we
hope we will soon be able to deliver to stockholders so they can judge our
arguments for themselves.
In the meantime, please note that we have never characterized ASUR as an "asset
play" and if we regarded it as such would not have recommended to you several
important cost-saving measures. While we have correctly pointed out that the
company was trading at a severe discount to its cash on hand, as we told Jay
Peterson in November, we viewed the company as attractive in part because of
its public forecasts of positive EBITDA and cash flow. We wish those forecasts
had proved to be correct but hope that under a new board of directors and a
slimmed down management team these goals can be achieved. As our proxy filing
will reveal, we believe that a new board, not controlled by Pinnacle or Red Oak,
but responsive to stockholders, should seek to cut costs and return the company
to profitable operations.
You are correct when you say we have tried many times to speak with you but
mistaken when you try to characterize this as inappropriate. Why should
management not be willing to hear suggestions from significant holders? In
fact the first time your CEO agreed to speak with us was for 15 minutes by
telephone on March 5 and he finally met in person on April 27. You keep trying
to cast our information requests as an "asset play," which you seem to view as
sinister. This is egregious because you know from our face-to-face meeting
that we are seeking cost reductions and believe operations can improve. You
also conveniently omit to point out that major cost savings would result from
things you could do without depriving holders of publicly available
information. You can reduce the cost of the $360,000/year D&O insurance when
the policy comes up for renewal in July, you can retain less expensive advisors
(instead of having Winstead charge you $150,000+ per year for public filings per
your CFO's statements during our meeting in Dallas on April 27), and you can
eliminate excess senior management by not having both a CEO and a COO. During
our April meeting your CEO told me and others that he planned to leave in six
months anyway and have the COO take over a dual CEO/COO role. We believe this
departure should occur immediately and without severance (based on the
aggregate losses generated under his tenure) as there is simply no need for
Asure's shareholders to pay six additional months of his salary given he has
already indicated his intent to leave. We think it is inappropriate that you
have not explained that these savings can occur without going private.
Your comments about our requests to hold an annual meeting make us think you do
not trust your stockholders. You have ignored our requests for a stockholder
vote to elect directors, either in connection with or before the meeting to
vote on going private. With a fiscal year that ended last July, there would
seem to have been ample time to hold an annual meeting by now and you could
have saved a lot of costs by combining the two meetings. We are sorry you regard
our complaints about missed forecasts, excess overhead, and an inability in our
meeting to reconcile inconsistent statements as personal or professional
attacks. It did seem to us that your management was unprepared to answer
questions and was unable to answer several questions. You have still not
provided answers despite the statement during our April 27 meeting in Dallas by
your director Mr. Miles that the request to explain apparent discrepancies
would be addressed.
Finally, we remain of the view that the price to be paid in the going private
transaction is excessive and we believe that if Southwest had based its opinion
on actual operating results instead of missed forecasts it would not have
recommended that price. You own letter admits that current stock prices do not
support paying such a price and we believe that current operating results do
not support that price either.
We remain opposed to what we regard as a wasteful transaction which has
generated large fees to advisors and which we believe has distracted the board
from taking immediate steps to reduce costs and improve operations. We are
confident that these proposals will be rejected.
Sincerely,
PINNACLE FUND, LLLP
By: PINNACLE PARTNERS, LLC,
its general partner
By: RED OAK PARTNERS, L.P.,
its general partner
By: ______________________________
David Sandberg, Managing Member
cc: Corporate Secretary
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