- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 21 2009 - 5:08PM
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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x
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Definitive Additional Materials
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o
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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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Proposed maximum aggregate value of
transaction:
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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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ASURE SOFTWARE URGES STOCKHOLDERS TO VOTE
WHITE
PROXY CARD;
ALL THREE MAJOR INDEPENDENT PROXY ADVISORY SERVICES CONCLUDE
THAT DISSIDENTS CASE IS NOT STRONG ENOUGH TO WARRANT THEIR
GAINING CONTROL OF THE BOARD
AUSTIN,
Texas, August [21], 2009 Asure Software (NASDAQ: ASUR), a leading
provider of workforce management software, today reiterated its encouragement
for all stockholders to return the Company-provided WHITE proxy card with votes
FOR the election of Richard J. Agnich, Nancy L. Harris, Lou Mazzucchelli, Ray
R. Miles, Richard N. Snyder and James H. Wells to the Board, and FOR the
ratification of Ernst & Young as the Companys independent auditor, at
the Companys annual meeting of stockholders to be held August 28, 2009.
We
are gratified that the three major independent proxy advisory services that
have issued recommendations in this contest have all agreed with our position
that a complete overhaul of the Board is not in the best interests of our
stockholders, said Nancy L. Harris, President and Chief Executive
Officer. In their analyses, each concluded
that the dissident group led by Pinnacle Fund and Red Oak Partners has not
provided a sufficient long-term strategic plan to justify a vote for their
entire slate, nor have they presented a strong enough case to remove all of our
current directors. They also noted that
the current Board and management team have made progress with the long-term
strategic transformation of the Company, as reflected by our recent increases
in bookings, substantial reductions in operating expenses and other
value-creating improvements.
On August 13, 2009, Asure issued preliminary
fiscal fourth-quarter results stating that bookings were up 11%, total backlog
grew 7%, revenue and gross margins were both up 1%, and 108 new customers were
added over the previous quarter.
Two of the proxy advisory services, ISS Governance
Services/Risk Metrics Group and Proxy Governance, Inc., released their reports
on August 20, 2009, with recommendations that stockholders vote for only
two or three of the dissidents nominees, respectively. As noted in
2
Asures release of August 18, 2009, Glass Lewis &
Co. previously issued its recommendation to vote in favor of four of the six Company-supported
nominees.
As we have said repeatedly in our communications to
stockholders, we remain open to having productive discussions with the
dissident group to consider qualified candidates who would bring added strength
to the Board, Harris said. The
consensus seems to be that adding two candidates from the dissident slate would
be appropriate. We acknowledge this and
intend to continue to work with the dissident group to enhance our Board with appropriate
representation if stockholders vote in favor of our slate.
In
its report, ISS/RiskMetrics stated, While recognizing that the company has
suffered from operating and share price performance issues, we note that the
dissident has not provided a detailed operating plan for the company and that several
of the changes proposed by the dissidents are similar to the Boards plan. It adds that the Board deserves credit for
reducing operating expenses, successfully navigating the Company during
challenging economic times, and reshaping the Company with targeted goals for
returning Asure to profitability.
In
a similar vein, Proxy Governance stated in its report, We believe shareholders
should set a very high bar such as endemic and fatal conflicts of interests
or profound inability to address strategic challenges to justify a complete
replacement of the incumbent board, given the corresponding risk of
destabilizing a company. Proxy
Governance then concluded that such standard had not been met in this case.
Important Information
Forgent
Networks, Inc. filed a definitive Proxy Statement with the Securities and
Exchange Commission on July 17, 2009, in connection with Companys Annual
Meeting of Stockholders to be held on August 28, 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 Annual 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
3
Statement
and any other documents the Company files with or furnishes to the Securities
and Exchange Commission in connection with the Annual Meeting of Stockholders
through the Securities and Exchange Commissions website at www.sec.gov and
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, expense management, 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.
Safe
Harbor Statement under the Private Securities Litigation Reform Act of 1995:
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, which include those associated with continued listing
of the Companys securities on the NASDAQ Capital Market, could cause actual
results to differ from those contained in the forward-looking statements.
Contact
Information:
Jay Peterson,
Asure Software: 512-437-2483
Rob
Berick, Dix & Eaton: 216-241-4611
4
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