SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. _)
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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, LLLP, 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.
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Red Oak Partners and Pinnacle Fund Thank Asure Holders for Support in Successful
Proxy Contest, Hope to Work with Asure Software to Enact Appropriate Change in
the Interests of Shareholders
New York, New York, June 4, 2009. Pinnacle Fund (controlled by Pinnacle
Partners, LLC which is partly controlled by Red Oak Partners, LLC) today
thanked the stockholders of Asure Software ("ASUR" or the "Company") for their
support of Pinnacle's successful efforts to oppose Asure's Go-Private proposals.
Pinnacle noted that, although only Asure has access to full voting results and
proxies could have been revoked, according to the information available to
Pinnacle more than 44% of the shares voted outright against the Go-Private
proposals and another 5% abstained. Further, Pinnacle was informed that in
addition approximately another 3% of shares voted or planned to vote against
the proposals as well, resulting in an estimated 52% to 32% margin of victory.
David Sandberg, the portfolio manager of the Pinnacle Fund, stated, "We are
pleased with the outcome but disappointed with the process because we believe a
significant amount of shareholder money was wasted on this effort and this could
have been avoided. Pinnacle kept its expenses to a minimum while Asure's
solicitation effort, which - according to numerous shareholders who contacted
Pinnacle - included as many as four phone calls per shareholder from Asure's
proxy solicitors, appears to have imposed a significant cost on the Company and
its shareholders. As an already large shareholder at the time, we openly
expressed our concerns to management regarding the Go-Private efforts, beginning
the day it was announced in January. They initially informed us that we were
the only shareholders to oppose this effort, something we did not believe
(clearly we were right). Nevertheless, we are happy to see the proposals voted
down and appreciate ASUR's Board at least canceling its special meeting to save
some costs." Mr. Sandberg continued, "Sometimes change is good, whether it be
at a successful or a struggling company. I believe shareholders have a clear
interest in pursuing a different direction. This is not so much a criticism of
management as it is a preference to pass the torch, and to this effect, we
recently named a superb slate of Board candidates which includes two prior Board
members of Iemployee who served while it was a thriving and growing company;
two individuals with a history of successfully building and growing technology
companies and two representatives from Red Oak who possess significant public
market and micro-cap knowledge and have a highly vested interest in Asure's
success. We are excited with our slate, believe that change is both wanted by
Asure's shareholders and is a good thing, and hope that Asure's management and
Board will consider that their duty is to represent the best interests of their
shareholders and recognize it's their shareholders who are pursuing this.
Although clearly prepared to do so, we hope to not have to engage ASUR in
another costly proxy contest and instead wish to work with its Board as soon as
possible towards cost reductions and Board elections."
If you have further questions please contact David Sandberg at (212) 614-8952 or
dsandberg@redoakpartners.com.
Pinnacle intends to file a definitive proxy statement soliciting votes for
Pinnacle's nominees to the Company's board of directors. Pinnacle is not asking
you at this time to vote on its slate of directors. Once Pinnacle's definitive
proxy statement for the annual meeting becomes available, Pinnacle strongly
advises stockholders to carefully read that definitive proxy statement, as it
will contain important information. Information concerning Pinnacle and any
other persons deemed participants in Pinnacle's solicitation of proxies from
stockholders in connection with the annual meeting will be available in
Pinnacle's definitive proxy statement for the annual meeting. Once Pinnacle's
definitive proxy statement for the annual meeting becomes available,
stockholders will be able to obtain, free of charge, copies of that statement
and any other documents Pinnacle files with or furnishes to the Securities and
Exchange Commission through the Securities and Exchange Commission's website at
www.sec.gov.