Pinnacle Fund Issues Letter to Asure Software to Nominate Directors for Election at the 2009 Annual Meeting
May 29 2009 - 2:56PM
PR Newswire (US)
NEW YORK, May 29 /PRNewswire/ -- Pinnacle Fund (controlled by
Pinnacle Partners, LLC which is partly controlled by Red Oak
Partners, LLC) announced today that on May 28, 2009 it sent a
letter stating its intent to nominate Directors for election to
Asure Software's ("ASUR's" or the "Company's") Board of Directors
at the 2009 Annual Meeting. Pinnacle and Red Oak believe this slate
of nominees - all directly referred by significant ASUR
shareholders - possess more direct payroll industry experience,
more direct Iemployee experience (including two former Iemployee
Board members), and greater experience in valuing companies than
ASUR's current Board. Pinnacle notes that, ASUR management publicly
confirmed its intent to hold a timely Annual Meeting in both its
first and second quarter public earnings conference calls held in
December 2008 and in March 2009, respectively. In the December 2008
call, ASUR stated that they would hold an Annual meeting in the
March or April timeframe and in the March 2009 conference call they
stated they would hold it in the May/ June/ July time-frame.
To-date, ASUR's Board has failed to call or indicate its intention
to call a 2009 Annual Meeting and has instead pushed aggressively
for a Go-Private transaction which Pinnacle and Red Oak continue to
believe deserves to be rejected and is not in shareholders' best
interests. Pinnacle sent its notice now because, despite the Annual
Meeting not being called, the restrictions in ASUR's charter and
bylaws provide for a May 30, 2009 cutoff date for stockholders to
give notice they will nominate directors. David Sandberg, the
portfolio manager of the Pinnacle Fund, states, "We have announced
our slate now to comply with the deadlines established in ASUR's
charter and bylaws. We continue to believe the Go-Private
transactions should fail and ASUR should hold an Annual Meeting for
2009, which we will seek to compel if necessary. We would prefer to
work with the Company's current board and management to address and
resolve our concerns and to coordinate a smooth transition,
including immediately assisting the Company in advance of the
Annual Meeting to reduce excess costs which we believe will have no
impact on operational performance and which should be reduced now
and not months from now. However, unless the board and management
demonstrate a reciprocal interest in working with their
shareholders, our ability to work together appears limited and a
proxy fight more inevitable for the upcoming Director elections.
Due to the costs involved, this contest- like their effort to
Go-Private - will be to the detriment of all shareholders."
Pinnacle's letter - including information about each Director
Nominee - is contained in the notification letter filed as an
exhibit to Red Oak's recently amended Schedule 13-D. Red Oak's
filings can be found at http://www.sec.gov/ by selecting "Search"
at the top right and then typing "forgent" into the box asking for
the Company Name. If you have further questions please contact
David Sandberg at (212) 614-8952 or . Important Information
Pinnacle Fund, LLLP ("Pinnacle") filed a definitive proxy statement
with the Securities and Exchange Commission on May 28, 2009, in
connection with the special meeting of stockholders of Forgent
Networks, Inc. (the "Company") to be held on June 2, 2009.
Stockholders are strongly advised to carefully read Pinnacle's
definitive proxy statement, as it contains important information.
Pinnacle 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 Pinnacle's definitive proxy statement.
Stockholders may obtain, free of charge, copies of Pinnacle's
definitive proxy statement and any other documents Pinnacle files
with or furnishes to the Securities and Exchange Commission in
connection with the special meeting of stockholders through the
Securities and Exchange Commission's website at
http://www.sec.gov/, and through the following website:
http://www.ourmaterials.com/pinnaclefund. After the Company
announces its annual meeting at which the Company's stockholders
will elect a new board of directors, Pinnacle intends to file a
definitive proxy statement soliciting votes for Pinnacle's nominees
to the Company's board of directors. Pinnacle is not asking you at
this time to vote on its slate of directors. Once Pinnacle's
definitive proxy statement for the annual meeting becomes
available, Pinnacle strongly advises stockholders to carefully read
that definitive proxy statement, as it will contain important
information. Information concerning Pinnacle and any other persons
deemed participants in Pinnacle's solicitation of proxies from
stockholders in connection with the annual meeting will be
available in Pinnacle's definitive proxy statement for the annual
meeting. Once Pinnacle's definitive proxy statement for the annual
meeting becomes available, stockholders will be able to obtain,
free of charge, copies of that statement and any other documents
Pinnacle files with or furnishes to the Securities and Exchange
Commission through the Securities and Exchange Commission's website
at http://www.sec.gov/. DATASOURCE: Red Oak Partners, LLC CONTACT:
David Sandberg of Red Oak Partners, LLC, +1-212-614-8952, Web Site:
http://www.redoakpartners.com/
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