- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 21 2009 - 4:57PM
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 18, 2009
To:
Stockholders of Record of Forgent Networks, Inc.
d/b/a Asure Software, as of April 13, 2009 (the
Record Date
)
Re:
Response to Schedule 13D Filed by Red Oak
Partners, LLC on May 13, 2009
Dear Stockholder:
This
letter is being furnished to you in response to the preliminary proxy statement
filed by Red Oak Partners, LLC as part of its Schedule 13D filing with the SEC
on May 13
th
, 2009.
Red Oaks preliminary proxy statement is currently subject to SEC
review.
The
Board of Directors and management of the Company have carefully reviewed the
arguments advanced by Red Oak and believe them to be misleading and based on
faulty reasoning. The Board of Directors and management also believe that it is
of critical importance for each stockholder to be fully informed of the facts
and rationale behind this vote so as to understand why it is in stockholders
best interest to vote
FOR
this
proposal.
WE ARE IN FAVOR OF THE GOING PRIVATE PROPOSAL BECAUSE:
(1)
The Company currently faces delisting from NASDAQ, which may reduce the
already limited liquidity for all stockholders, while preserving the high cost
of being public and lengthening the time to profitability.
(2)
The Company will save an estimated $1 Million a year in costs
associated with being public and thus expects to achieve profitability sooner.
(3)
Paying a premium to buy out fractional stockholders in order to go
private is not only legal and fair to all stockholders, but also common
practice in such transactions.
The
Company has a very experienced Board and management that have spent months,
along with outside experts, exhaustively evaluating various alternatives that
could bring the Company to profitability sooner and increase stockholder value.
The resulting analysis was clear that:
1) the Company was spending over $1 Million a year just on the cost
of being public, which is out of
proportion when compared to the Companys revenue from its early stage software
business. 2) The Companys stock currently has limited liquidity due to the
early stage of the Company and market conditions. In addition, since the
Company does not meet the $1.00 minimum bid requirement for NASDAQ it faces
delisting. This would further decrease liquidity for the stock but not reduce
the cost burden of being publicly traded.
3) The company has aggressively cut cost and will continue to do so but
certain expenses such as its non-terminable building lease are contractual
obligations that do not accommodate a short term solution.
The
Company has never considered going private in order to escape or reduce public
or regulatory scrutiny, transparency or accountability. The Company has a
demonstrated history of compliance and financial transparency of which it is
very proud and it is the intent of the Board to continue these high standards
as a private company. The proposed going private transaction also in no way
diminishes the Companys legal standing and responsibilities as a Delaware
company under Delaware law.
THE COMPANYS RESPONSE TO WHAT RED OAK WANTS:
·
The
Company has for some time had a near term succession plan that will reorganize
management to be more streamline and efficient after the going private
transaction.
·
The
Company pays employees at all levels based upon salary survey data drawn from
companies of commensurate size and geographic region. In addition, the Board
has an independent Compensation Committee that approves managements
recommendations on compensation.
·
The
Company already has plans to reduce service provider costs such as auditing and
legal but only when the Company is private and no longer has the stringent
requirement of public reporting. To reduce provider quality while a public
company is risky and irresponsible.
·
The
Company has studied the long-term stock performance of several other companies
who increased their stock price via a reverse stock split in order to remain
listed on NASDAQ. The Company has
concluded that the reverse stock split approach provides little assurance of a
sustained increased stock price.
·
The
Company believes that a share repurchase at this time would have little lasting
effect upon the share price, would unwisely deplete the Companys remaining
cash, and would not be in the stockholders best interest.
·
The
Company has always held its annual meetings in a timely, consistent manner in
accordance with Delaware law. Red Oak appears to be motivated to hold an annual
meeting before the going private transaction is voted on in order to deny
stockholders the right to choose.
·
The
current Board of Directors and management is highly qualified and well vested
with beneficial ownership of 6.04% of the Company. We believe that a Board with
excessive stock ownership may not act with the same level of independence or
long term perspective that best serves stockholder interests.
The
Company senior management and certain Board Members have met with or spoken to
representatives of Red Oak on multiple occasions at their request. During those
discussions the Company shared its plans and rationale as described above. Red
Oak has failed to provide the Company with acceptable alternative plans.
WE URGE YOU TO VOTE FOR THE GOING
PRIVATE PROPOSALS
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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