ASURE SOFTWARE INC — Proxy Solicitation & Information Statement 2009

May 22, 2009

DEFA14A 1 a09-14206_2defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

| UNITED
STATES | | |
| --- | --- | --- |
| SECURITIES AND EXCHANGE COMMISSION | | |
| Washington, D.C. 20549 | | |
| SCHEDULE 14A | | |
| Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) | | |
| Filed by the Registrant x | | |
| Filed by a Party other than the
Registrant o | | |
| Check the appropriate box: | | |
| o | Preliminary Proxy Statement | |
| o | Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| o | Soliciting Material Pursuant to
§240.14a-12 | |
| Forgent
Networks, Inc. | | |
| (Name
of Registrant as Specified In Its Charter) | | |
| (Name
of Person(s) Filing Proxy Statement, if other than the Registrant) | | |
| Payment of Filing Fee (Check the
appropriate box): | | |
| x | No fee required. | |
| o | Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title of each class of securities to
which transaction applies: |
| | (2) | Aggregate number of securities to
which transaction applies: |
| | (3) | 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): |
| | (4) | Proposed maximum aggregate value of
transaction: |
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| o | Fee paid previously with preliminary
materials. | |
| o | 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
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| | (1) | Amount Previously Paid: |
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| | (4) | Date Filed: |

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Asure Software

(d/b/a of Forgent Networks, Inc.)

108 Wild Basin Road

Austin, Texas 78746

May 22, 2009

Dear Stockholder:

The June 2, 2009 Special Meeting of Stockholders of Asure Software is fast approaching, and, if you have not had a chance to vote your proxy we encourage you to vote now.

*Your Board of Directors recommends that stockholders vote for each of the items on the agenda.*

*We are in favor of the going private proposal because:*

(1) The Company currently faces delisting from NASDAQ, which reduces the benefits of being publically trade while continuing the high cost of being public which will lengthen the time to profitability.

(2) The Company will save an estimated $1 Million a year in costs associated with being public and thus expects to achieve profitability sooner.

(3) To preserve share liquidity the company intends to trade its stock on the Over the Counter Pink Sheet market.

Once private, the company plans to continue to provide timely information to shareholders regarding the performance of the business.

Please refer to the proxy materials that were previously sent to you if you have any questions or require any additional information.

*Your vote is important. To make sure that your shares are represented at the meeting, please follow the simple instructions on your proxy card to vote today by telephone, via the internet or by mail.*

Very truly yours,

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 Company’s 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 Company’s Proxy Statement. Stockholders may obtain, free of charge, copies of the Company’s 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 Commission’s website at www.sec.gov, through the Company’s 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. Asure’s 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 Asure’s 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 Company’s 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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