- Proxy Soliciting Materials (revised) (PRRN14A)
May 18 2009 - 12:32PM
Edgar (US Regulatory)
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:
o
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Preliminary
Proxy Statement
|
o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
o
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Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
x
|
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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computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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applies:
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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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paid previously with preliminary
materials.
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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,
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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.
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