Red Oak Partners and Pinnacle Fund Ask Asure to Re-open Earnings Call to Allow Shareholders to Ask Questions About the Company a
June 29 2009 - 1:45PM
PR Newswire (US)
NEW YORK, June 29 /PRNewswire/ -- Pinnacle Fund announced today
that it wrote a letter to Asure's ("ASUR's") Board of Directors and
management requesting that they re-open their recent earnings call
and allow shareholders, individuals, and interested parties to ask
the company questions in an open question and answer session. Red
Oak sent its letter after two communications, one to Asure's
Chairman Dick Snyder and one to Asure's Director Lou Mazzuchelli,
directly addressing this same topic went unanswered. Additionally,
Pinnacle Fund asked why Asure has refused to answer questions about
its recent abandoned stockholder meeting and about compensation
practices raised in a letter sent on June 15th. David Sandberg, the
portfolio manager of the Pinnacle Fund, states, "We are
increasingly concerned with Asure's unwillingness to communicate
with its shareholders even though they pat themselves on the back
for a 'history of transparency' per their May 18, 2009 press
release. We informed ASUR of at least seven individuals who were
not permitted to ask questions on the Company's June 18th earnings
call (importantly, only one of these individuals was affiliated
with Red Oak or Pinnacle). For essentially every quarter in the
past, ASUR provided a question and answer session for shareholders,
consistent with company and industry practice. Its June 12
announcement of the recent earnings call even provided instructions
for participating, but when people tried to speak they could not.
The net effect of this is that shareholders were denied the chance
to ask questions about the company they own. We would like to see
ASUR correct this." Mr. Sandberg continued, "We asked ASUR to hold
another call and even informed them that Red Oak and Pinnacle
employees would refrain from asking any questions on a new call
provided other shareholders and interested parties are permitted to
ask questions. We still received no response. If this is good
corporate governance then -- along with appointing a
non-independent Nancy Harris to replace resigning independent
Director Kathleen Cote and with Mr. Snyder remaining as executive
chairman instead of as non-executive chairman -- Mr. Snyder's idea
of upholding 'the highest corporate governance standards' per his
June 18 press release leaves much to be desired. Perhaps ASUR's
memory is short, but their Go-Private effort failed by a wide
enough margin that they called off the entire special meeting. It
seems obvious that shareholders want the accountability,
visibility, and communication of a public company and we see no
reason they do not deserve this. We are disappointed that ASUR is
trying to deprive shareholders of their chance to question
management." Separately, ASUR indicated it will not provide
information requested by Pinnacle on June 15. The request asked
for: 1. Final vote tallies for each proposal scheduled to be voted
upon at the June 2, 2009 special meeting related to proposed
Go-Private transactions. Pinnacle asked for the company's tally
after ASUR's director Lou Mazzuchelli indicated that the voting
results stated in Pinnacle's June 4 press release were incorrect.
Pinnacle believes that if Asure wants to claim Pinnacle's count was
incorrect, shareholders have a right to see the "official" voting
results and assess whether there was considerable support outside
of shares owned or controlled by Red Oak. This important
information about shareholder preferences regrettably represents
the sole tangible product from what Pinnacle questioned as a
wasteful effort and spend from the outset. 2. All board and
management correspondence related to the cancellation of the June
2nd meeting. Pinnacle believes the shareholders should know why the
meeting was cancelled. 3. The amounts spent or incurred with
respect to the effort to Go-Private, including legal fees, fairness
opinions, proxy solicitor fees, printing and mailing expenses,
special meeting costs, and all other expenses related to this
effort. Pinnacle believes that a comparison of ASUR's expenditures
with its own will provide shareholders with valuable insight about
the current Board's and management's ability to manage costs in the
best interests of shareholders. Given the discussion of ASUR's
inability to manage costs, this information is clearly relevant. 4.
The aggregate cash compensation paid to Richard Snyder's son,
Jeremy, since he first joined Asure software, along with his last
three year's base salaries, itemized per year. If Asure is going to
promote its "history of transparency" in public press releases (see
their June 18 press release), why is the chairman's son's salary a
secret? 5. The aggregate amount spent by Asure software related to
visits by its executives and employees to the "Cooper Clinic" in
Dallas. Pinnacle has been told that ASUR has annually sent its
executives and certain employees to this celebrity-caliber health
facility, which advertises its "luxurious amenities" and its
"elegant 62-room boutique." Information on amounts spent related to
this "perk" are directly relevant to assessing how ASUR's Board and
management have managed costs and prevented corporate waste.
Pinnacle tried to determine the amounts spent, but the Company
apparently prefers to keep this a secret. If no amounts were ever
spent, Pinnacle would appreciate this information as well.
Regardless, Pinnacle believes shareholders have a right to know how
their money has been spent. Pinnacle's letter also addressed ASUR's
assertion that Pinnacle is attempting to seek control of Asure
without paying a premium. Pinnacle rejects this claim and pointed
out that its slate will not allow Red Oak to control Asure because
Red Oak and Pinnacle employees comprise just two of the six
nominees. Pinnacle's June 29 letter, its June 15 request for
information, and all communications with Asure since the June 2
Go-Private vote date have been filed as proxy solicitation
communications pursuant to the SEC rules. These 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,
and are dated the same date as this press release. Important
Information 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:
Pinnacle Fund CONTACT: David Sandberg for Pinnacle Fund,
+1-212-614-8952, or
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