- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 27 2009 - 5:17PM
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 (Amendment No. )
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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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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-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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No fee required.
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) 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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Aggregate number of securities to
which transaction applies:
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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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Fee paid previously with preliminary
materials.
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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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Form, Schedule or Registration
Statement No.:
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Date Filed:
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Forgent
Networks (d/b/a Asure Software) Letter to Stockholders
AUSTIN, TX, May 27,
2009Asure Software (NASDAQ: ASUR)
Open letter to
shareholders
You should have received
a proxy from Asure Software asking for your vote regarding taking the company
private. To many of you, this idea may seem alarming because it immediately
calls into question how you will trade this stock in the future once it is no
longer listed on NASDAQ and does not report as a public company. We understand
those concerns because the Board of Directors has wrestled with those same
issues as both fellow shareholders and concerned members of an independent
board that is entrusted with doing what is best for all of our shareholders.
There has been a
significant amount of communication to you that has been offered by people and
groups outside of the company expressing their opinions and concern regarding
the company and the go private transaction. Much of this information is
confused and misleading. The Board would like you to have the facts because we
know you want to be fully informed when you cast your final vote regarding this
very important issue.
I would like to share
some candid thoughts with you regarding how Asures Board and Management
arrived at the plan to take the company private and the vision we have for the
company going forward.
Companies become publicly
traded when they have the size, growth and profitability to create an
attractive market in their shares. Asure
has none of those qualifications today because it is a start over. The current company is attempting to inherit
the benefits of being publicly traded by growing into the shell of a company
that formerly existed but had a much larger infrastructure. We have approached
this assignment in two ways: Cutting cost and growing revenue. The revenue growth has come from small
acquisitions that were affordable and organic growth in attractive markets. The
inherited cost structure has been grossly out of proportion to the new software
revenue even though the costs have been reduced over 93% since the start. Our
goal has been to reach cash flow positive by spending only what is necessary to
grow revenue.
Today, if you look at
just the software portion of the business, it is near break even and growing
which indicates that this portion of the P&L is balanced. The overhead
expenses, however, remain too high which means we burn cash. We have continued
to cut overhead spending but with the slower revenue growth due to the economic
downturn, profitability will be seriously delayed unless we reduce overhead
expenses dramatically.
There are two major
components of overhead that offer the relief we seek: The cost associated with
being publicly traded and our building lease. The building lease is fifteen
years with four remaining and we have explored for years every legal method of
extricating the company without result to date. The cost associated with being
publicly traded is a collection of expenses related to government compliance,
legal and accounting that amount to more than $1 million a year.
We have chosen to pay for
top tier services because the Board believes that it is in all shareholders
best interest to ensure the integrity of financial and compliance
reporting. However, it is difficult for
a company of our size to afford those public company expenses. While some would argue that we could remain
public and save expense by cutting the quality of services and take more risk
with compliance, the Board has always placed a premium on the integrity of
financial and compliance reporting and believes that such risk is not in
shareholders best interest.
Going private would
eliminate some cost, such as Sarbanes Oxley compliance, completely and would
considerably reduce the risk of switching to lower cost services such as legal
and accounting. The net result would be a savings of about $250,000 per quarter
which would reduce the cash out flow significantly and accelerate the time to
profitability. Revenues are growing quarterly and we expect to reach break even
under these conditions by the end of 2009.
If we are unsuccessful in
taking the company private and reducing these expenses, then the choices would
include taking longer to reach profitability or reducing cost in the core
software business. The choice to remove $250,000 per quarter from operations
could significantly impair the ability to grow revenue and to remain
competitive. Said differently, if we
were unsuccessful in taking the company private, we would be faced with
incurring significant risk or cutting the core business to afford
infrastructure costs that frankly dont contribute to helping the company
achieve its revenue goals.
These are difficult
choices that the Board has carefully considered for more than a year with the
help of many outside professionals. After careful consideration, the best
choice seems clear: Go private, save expenses, keep the business healthy and
reach profitability.
The Board cares about
share liquidity yours and their own. They believe that liquidity is already
an issue today because the stock is so thinly traded. If the company is
delisted from NASDAQ, as it currently faces, then not only will liquidity
decline further on the Over the Counter Bulletin Board but be burdened with
public company expenses. While it is possible to delay delisting by exercising
a reverse stock split, history indicates that the move can be temporary and
share prices return to below the minimum bid price unless
accompanied by an event
such as profitability.
The Board believes that a
profitable, private software company that is growing in a strong market, such
as Work Force Management, will be an attractive acquisition candidate in a few
years that could provide an attractive return to our shareholders. In the
meantime, we intend for the stock to be traded on the Over the Counter Market
Pink Sheets,that provides significant liquidity to over five thousand other
companies today. In fact, over $123 Billion traded on the Pink Sheets in 2008
which is an 800% increase in volume since 2001.
These are difficult circumstances
that lead to difficult choices. On the other hand, we have great opportunities
ahead if we execute our business plan. We have a growing software business;
cash without the need to borrow; no debt and an experienced team that is
passionate about being successful.
Please give your full
consideration to this proposal and vote FOR the proposals on your proxy.
Sincerely,
Richard N. Snyder
Chairman and Chief
Executive Officer
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.
About
Asure Software
Headquartered in Austin,
Texas, Asure Software (ASUR), (a d/b/a of Forgent Networks, Inc.), empowers
small to mid-size organizations and divisions of large enterprises to operate
more efficiently, increase worker productivity and reduce costs through a
comprehensive suite of on-demand workforce management software and services.
Asures market-leading suite includes products that optimize workforce time and
attendance tracking, benefits enrollment and tracking, pay stubs and W2
documentation and meeting and event management. With additional offices in
Warwick, Rhode Island, Vancouver, British Columbia, and Mumbai, India, Asure
serves 3,500 customers around the world. For more information, please visit
www.asuresoftware.com.
Statements in this press
release regarding Asures business which are not historical facts are forward-looking
statements that involve risks and uncertainties. Such risks and uncertainties
include those associated with continued listing of the Companys securities on
the NASDAQ Capital Market and those associated with effecting a reverse split
in order to become a privately held company.
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