- Proxy Soliciting Materials (revised) (PRER14A)
June 17 2009 - 5:20PM
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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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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o
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Definitive Additional Materials
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x
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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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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)(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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(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
IMPORTANT NOTICE FROM YOUR BOARD
OF DIRECTORS
June 17, 2009
Dear Fellow Stockholder:
In the next few weeks, we will be sending you
a detailed proxy statement and a
WHITE
proxy card for the Companys
Annual Meeting of Stockholders scheduled for Thursday, July 30, 2009. We have been informed that The Pinnacle Fund,
(controlled by Pinnacle Partners, LLC which is partly controlled by Red Oak
Partners, LLC) (Pinnacle), a dissident stockholder group, intends to nominate
six individuals for election to our Board of Directors with the intention of
launching a hostile and costly proxy contest with respect to such
election. As a result, you may also
receive proxy solicitation materials and a proxy card from Pinnacle seeking
your vote to elect its slate of nominees to the Companys Board of Directors.
PINNACLE
IS ATTEMPTING TO SEIZE CONTROL OF YOUR COMPANY WITHOUT A TENDER OFFER, A
DECEPTIVE TACTIC THEY HAVE USED TO FOOL INVESTORS IN OTHER PROXY CONTESTS.
YOUR BOARD OF DIRECTORS
VIGOROUSLY OPPOSES PINNACLES SELF-SERVING AGENDA AND PROXY SOLICITATION,
AND STRONGLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARDS SENT TO YOU BY
PINNACLE.
In the best interests of all shareholders and
prudent corporate governance, your Board of Directors recommends instead that
you carefully review the Companys proxy statement, which will be mailed to you
within the next few weeks. Following
your review, we ask that you demonstrate your continuing support for your
Companys nominees by signing, dating and mailing the
WHITE
proxy card
that will be mailed to you along with your Companys proxy statement.
DO NOT
BE RUSHED INTO A VOTING DECISION WITHOUT HAVING ALL THE NECESSARY FACTS.
Your Board of Directors, in spite of the
distractions of this pending proxy contest, is unrelenting in its commitment to
creating value for our stockholders and remains confident that our strategic
plan, strong leadership, acknowledged customer and partner relationships, and
seasoned public company and tech industry experience will continue to enhance
long-term value creation for our stockholders.
Thank you for your attention and
cooperation. If you have any questions,
please contact our proxy solicitor, Georgeson Inc., toll free at (800)
248-7558.
On behalf of the Board of Directors:
Richard N. Snyder
Chairman of the Board, President, and Chief
Executive Officer
SUPPLEMENTAL INFORMATION
In connection with its upcoming Annual
Meeting of Stockholders, the Company plans to file a proxy statement with the
Securities and Exchange Commission.
ASURE SOFTWARE STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN
IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a
free copy of the proxy statement and other material (when available) and any
other documents that may be filed by the Company with the Securities and
Exchange Commission in connection with the annual meeting at the Securities and
Exchange Commissions web site at www.sec.gov.
Stockholders of the Company may also obtain free copies of the proxy
statement and other documents filed by the Company in connection with the
annual meeting by directing a request to:
108 Wild Basin Road South, Austin, Texas 78746, Attention: Secretary.
Under applicable regulations of the
Securities and Exchange commission, the Company and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the Companys stockholders in favor of the proposals to be presented by the
Company at the Annual Meeting of Stockholders.
Information about these directors and executive officers, including
their beneficial ownership in the Company, will be included in the proxy statement
that the Company plans to file with the Securities Exchange Commission.
SOLICITATION; EXPENSES
In
addition to the use of the mail, proxies may be solicited by personal
interview, telephone and telegram, electronic mail or other means by directors,
officers and other employees of the Company who will not be specially
compensated for these services. The
Company has engaged Georgeson Inc. to serve as a proxy solicitor for the
Company. The entire expense of
preparing, assembling, printing and mailing this proxy solicitation and related
materials and the cost of soliciting proxies will be borne by the Company. The Company will also request that brokers,
nominees, custodians and other fiduciaries forward soliciting materials to the
beneficial owners of shares held of record by such brokers, nominees,
custodians and other fiduciaries. The
Company will reimburse such persons for their reasonable expenses in connection
therewith.
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