- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 14 2009 - 12:23PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant:
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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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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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to Rule
14a-12
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Forgent
Networks,
Inc.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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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)(4)
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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Forgent Networks, Inc.
d/b/a Asure Software
108 Wild Basin Road South
Austin, TX 78746
May 12, 2009
To:
Stockholders of Record of Forgent
Networks, Inc. d/b/a Asure Software, as of April 13, 2009 (the
Record
Date
)
Re:
Schedule 13D Filed by Pinnacle Partners,
LLC et al on May 4, 2009 - Threatened Proxy Contest
Dear Stockholder:
On May 4, 2009, Mr. David
Sandberg filed a Schedule 13D with the Securities and Exchange Commission on
behalf of Pinnacle Partners, LLC, Red Oak Partners, LLC, and several other
affiliates (collectively, hereafter Pinnacle). In the Schedule 13D, Pinnacle announced its
intention to initiate a proxy fight in hopes of voting down the going private
transaction that is scheduled to be voted on by the stockholders at the upcoming
special meeting of the stockholders on June 2, 2009. As detailed in its
Proxy Statement, the Company recommends the going private transaction because
it should save the Company an estimated $1 million a year in costs, simplify
the Companys operations from a regulatory compliance standpoint, and help the
Company achieve profitability sooner.
Because of the importance of the going private transaction to the future
of the Company, we believe that it is important for us to provide you some
additional background and insight into Pinnacles actions so that you can have
a clearer understanding of its methods, motivations and possible competing
agenda.
The Company has been
aware of and in regular contact with Mr. Sandberg since late November 2008. At that time, Mr. Sandberg first called
the Companys CFO, Mr. Jay Peterson, and advised Mr. Peterson that (i) he
was representing major shareholders (ii) he was contemplating a tender
offer for a portion of the Companys shares, and (iii) he considered the
Company an asset play, which is generally understood to mean that a company
would sell its assets, liquidate, and cease to operate as a going concern. Shortly thereafter, Mr. Sandberg
requested a face-to-face meeting with Company management. As year end schedules were tight, the meeting
could not be arranged; however, the Company continued to correspond with Mr. Sandberg
by telephone and e-mail. Through December and into January, Mr. Sandberg
continued to press Company management for a face-to-face meeting and for
details regarding the Companys expenses, liabilities and assets; this focus
being consistent with his earlier characterization of the Company as an asset
play. Concurrently, Mr. Sandberg
and certain of his affiliates continued to increase their shareholdings in the
Company.
Mr. Sandberg
responded negatively to the Companys announcement of its proposed going
private transaction on January 29, 2009.
His immediate and strident opposition to the going private transaction
was consistent with what one might expect given an asset play strategy. Since then, Mr. Sandbergs attitude has
devolved into open and unrestrained hostility characterized by personal and
professional attacks on Company management and the members of the Board. This unbecoming behavior has now culminated
in Mr. Sandbergs Schedule 13D filing.
As members of the Board,
we have certain well recognized and well defined duties to our
stockholders. It is those duties that
compel us to write this response. We see
no purpose in engaging in, and thus we will not engage in, a tit-for-tat
response to Mr. Sandbergs indictment of the past performance of Companys
management. Suffice it to say that we
firmly believe that his characterizations of managements past performance are
inaccurate, incomplete and wholly unfair.
His assertions and conclusions apart from being errant and baseless
are born of one who is unencumbered by the fiduciary duties by which your
management and the Board are bound, or by any sense of restraint or balance. He apparently has an agenda that, in his
judgment, is best served by maligning current management at all costs, and he
is advancing that agenda zealously.
Given the importance of
the going private transaction, we do feel that it is important to specifically
address and clarify certain aspects of Mr. Sandbergs arguments against
the proposed going private transaction.
In that respect, we would ask you to consider and reflect upon the following:
1. Pinnacle has intimated in several
places in its Schedule 13D filing that if the going private transaction is
approved, the stockholders will be disabled in certain respects or possibly cheated
out of certain rights under Delaware law.
On this point, Pinnacle is at least terribly confused. Whether the going private transaction is
approved or not, the Company will remain a Delaware corporation governed by
Delaware law. No stockholder rights
under Delaware law of any consequence to the going private transaction or the
proper governance of the Company will be diminished in any respect. For Pinnacle to suggest otherwise is simply
irresponsible.
2.
Pinnacle has stated that
the Company should abandon the going private transaction because it believes
that the only shareholders who support Asures board and management team are,
in fact, Asures board and management team. Again, Pinnacle is simply
wrong. The company is very encouraged with the significant number of
positive votes that indicate strong shareholder support.
3. Pinnacle has stated that the decision
to go private is a substantively poor, imprudent decision. As the
stockholders of the Company, that is exactly what you are being given the
opportunity to decide at the upcoming stockholders meeting. The Company has a
seasoned, experienced Board and seasoned, experienced management. The Board and the management, with assistance
from highly qualified and experienced professionals, have analyzed this
question fully and completely over many months.
In the end, the Board and management have concluded, for all of the
reasons set forth in the Proxy Statement, that the going private transaction is
unquestionably in the best interest of the Company and its stockholders.
Pinnacle simply disagrees; that much is clear. But what is not clear, or
defensible, is its reasoning. Mr. Sandbergs
disapproval of current management aside, he has not raised a single
consideration relative to the going private transaction that has not already
been fully reviewed and evaluated by the Board.
While the Board appreciates Mr. Sandbergs interest and activism,
the Board is comfortable with its decision to go forward with, and recommends,
the going private transaction.
4. Finally, Pinnacle has stated that
the $0.36 per share purchase price to be paid to the stockholders who will be
cashed out in the going private transaction represents an excessive premium
when compared to the Companys current stock price. It has also stated that Company management
acknowledged that the premium was excessive. Company management has never
characterized the premium as excessive. Company management has only
acknowledged that, given the recent decline in the Companys stock price, if
the per share purchase price were to be reset now, it would likely be lower. It
should be noted that the Board has previously considered possibly resetting the
per share purchase price given the recent decline in the stock price. In the Boards judgment, the modest cost
savings to be achieved by resetting the per share purchase price now did not
justify the additional cost and likely delay in consummating the going private
transaction. Consequently, the Board determined earlier
not to reset the per share purchase price and continues to hold that view at
this time.
In conclusion, a few
things are quite clear: Mr. Sandberg
is obviously hostile toward the current management and is prepared to liberally
condemn them whenever and wherever he can; he is opposed to the going private
transaction; and, ideally, he would prefer that you, his fellow stockholder,
not have the right to vote on the going private transaction. Each of those positions is being advanced
under the guise of protecting your rights as a stockholder and preserving your
share value. We are not persuaded and
suggest that you should be wary of Mr. Sandbergs proposals. We believe that the Company is addressing
Pinnacles legitimate concerns; just not in the manner it has suggested.
Pinnacle has given us no reason to believe that its approach will result in
greater cost savings or lead the Company to profitability any sooner, and we
believe that Pinnacles approach will possibly result in increased risk to the
Company and its stockholders. In the
end, it is far easier to reconcile Mr. Sandbergs statements and actions
with his announced asset play strategy than it is to reconcile them with what
is in the best interests of the Company and its stockholders. After due consideration, we hope and trust
that you will agree.
Thank you for your
consideration.
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The
Board of Directors of Forgent Networks, Inc.
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d/b/a
Asure Software
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Important
Information
Forgent Networks, Inc.
filed a definitive Proxy Statement with the Securities and Exchange Commission
on April 21, 2009, in connection with Companys Special Meeting of
Stockholders to be held on June 2, 2009.
Stockholders
are strongly advised to read the Proxy Statement carefully, as it contains
important information.
The
Company and certain other persons are deemed participants in the solicitation
of proxies from stockholders in connection with the Special Meeting of
Stockholders. Information concerning such participants is available in the
Companys Proxy Statement. Stockholders
may obtain, free of charge, copies of the Companys Proxy Statement and any
other documents the Company files with or furnishes to the Securities and
Exchange Commission in connection with the Special Meeting of Stockholders
through the Securities and Exchange Commissions website at www.sec.gov,
through the Companys website at www.asuresoftware.com.
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