ASURE SOFTWARE INC — Remuneration Information 2009

Aug 10, 2009

DEFA14A 1 a09-21765_1defa14a.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: |
| | (5) | Total fee paid: |
| 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
filing by registration statement number, or the Form or Schedule and the date
of its filing. | |
| | (1) | Amount Previously Paid: |
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Statement No.: |
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| | (4) | Date Filed: |

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VOTE TODAY

Vote with the WHITE proxy card today

Inside: The truth about your investment

Dear Fellow Stockholder:

*VOTE today using the WHITE proxy card FOR Asure’s continued success*

*or call to cast your VOTE today at 800-248-7558.*

With the upcoming Annual Meeting of Stockholders you have an opportunity to support your Company’s leadership team and its vision for ensuring long-term growth and increasing shareholder value. Since 2007, this team has worked to increase revenue by more than 150%, improve margins, and operate more efficiently by reducing our workforce by 51%.

Today, this growth is being threatened by Pinnacle/Red Oak, a New York-based hedge fund, that is attempting to take control of Asure without paying a premium for the Company. Amid a string of fictional statements made publicly by David Sandberg, the principle of Red Oak, Pinnacle/Red Oak to date has not provided a strategic plan for the ongoing profitable growth of the Company, nor have they provided consistent communications that indicate a true understanding of the business and its rapidly evolving markets.

*Today, we urge you to use the WHITE proxy card you received in the packet from Asure to VOTE in support of Asure’s growth. The facts speak for themselves.*

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	FICTION Pinnacle/Red Oak says	FACT The truth about Asure
1	iEmployee was an
independent, growing and thriving company before ASUR acquired it in 2007.	When Asure acquired
iEmployee, its growth had stalled and it had serious operational issues—the
company did not always follow GAAP accounting standards, was bloated in
headcount, lacked effective sales and marketing programs, and suffered from
high customer attrition.
2	Asure’s performance
results have been poor.	Pinnacle/Red Oak’s
references to total losses incurred by the Company since 2003 cover a time
period during which the company’s operations were not comparable to its
current business model. During the more
relevant time period, the Company has reduced its cash flow burn rate and
plans to break even by the end of calendar 2009, with the objective of
reaching $30 million in revenues and 10% profit exiting fiscal 2013.
3	The incumbent Board and
management have ignored shareholder concerns and limited discussion with
holders.	It is the Company’s
long-time policy to take questions only from analysts and registered brokers
during quarterly earnings conference calls. Private investors are not, and
never have been, eligible to ask questions on our earnings calls. The Company has
submitted all necessary regulatory filings and disclosures on a timely basis
and has not had a financial restatement or audit adjustment in the past 10
years. Asure’s leadership team is always available for discussion with any
stockholder or other parties who are interested in our business.
4	Asure directors have
re-priced options twice.	Asure has NEVER
re-priced options for its directors. It has re-priced stock options for
employees to maintain an important incentive program.

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The choice is clear: While Pinnacle/Red Oak resorts to questionable tactics, misleading comments and unproven assertions, your current Board of Directors and Management Team is transparent and is executing on a growth strategy that is clearly producing results.

*Use the WHITE proxy card to VOTE TODAY for Asure’s continual success.*

Important Information:

Asure, its directors, and certain of its officers and other employees are participants in the solicitation of proxies from Asure’s stockholders in connection with Asure’s 2009 Annual Meeting on August 28, 2009.

*Important Information*

Forgent Networks, Inc. filed a definitive Proxy Statement with the Securities and Exchange Commission on July 17, 2009, in connection with Company’s 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 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 Annual Meeting of Stockholders through the Securities and Exchange Commission’s website at www.sec.gov and through the Company’s website at www.asuresoftware.com.

*“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:*

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, which include those associated with continued listing of the Company’s securities on the NASDAQ Capital Market, could cause actual results to differ from those contained in the forward-looking statements.

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