SEC Info - Red Oak Partners, LLC - ‘SC 13D/A’ on 5/13/09 re: Asure Software Inc

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Red Oak Partners, LLC – ‘SC 13D/A’ on 5/13/09 re: Asure Software Inc

On: Wednesday, 5/13/09, at 3:40pm ET · Accession #: 1325533-9-19 · File #: 5-43608

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer

 5/13/09  Red Oak Partners, LLC             SC 13D/A               2:165K Asure Software Inc

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           9     30K 
                          Ownership                                              
 2: EX-99.A     Miscellaneous Exhibit                               HTML     93K

SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) As Previously Filed Is Amended by Adding the Following Language: Exhibit A Is Hereby Amended to Add the Following Exhibits: Material to be Filed as Exhibits Purpose of Transaction
1	1st Page - Filing Submission
8	Item 4. Purpose of Transaction
"	Item 4. As Previously Filed Is Amended by Adding the Following Language:
"	Item 7. Material to be Filed as Exhibits
"	Item 7. Is Hereby Amended to Add the Following Exhibits:
"	Exhibit A

SC 13D/A 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549    

SCHEDULE 13D  

 Under the Securities Exchange Act of 1934

(Amendment No. 2)*  

      Forgent Networks, Inc.
 -------------------------------------------------
(Name of Issuer)

Common Stock, par value $.01 per share
 -------------------------------------------------
(Title of Class of Securities)

 34629U103
 ---------------------------------------
(CUSIP Number)

 RED OAK PARTNERS, LLC
 654 Broadway, Suite 5
New York, NY 10012
 Attention: David Sandberg
 Telephone: (212) 614-8952

 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

May 13, 2009  
 -------------------------------------------------
 (Date of Event Which Requires Filing of this Statement)

       If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is      
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the  
following box [X].                                                              

       Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7  
for other parties to whom copies are to be sent.                                

* The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities,    
and for any subsequent amendment containing information which would alter       
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 or otherwise subject to the liabilities of that section of the Act  
but shall be subject to all other provisions of the Act (however, see the       
Notes.)                                                                         

 Page 1 of 9 pages

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CUSIP No.:  34629U103                                                           

1.   NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             

Red Oak Partners, LLC                                                 

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
(a) [ ]                                                               
(b) [ ]                                                               

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

AF                                                                    

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM  
2(d) or 2(e) [ ]                                                      

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

New York                                                              

NUMBER OF                        7        SOLE VOTING POWER     0               
SHARES                                                                          
BENEFICIALLY                     8        SHARED VOTING POWER   -  2,285,796    
OWNED BY                                                                        
EACH                             9        SOLE DISPOSITIVE POWER     0          
REPORTING                                                                       
PERSON WITH                      10       SHARED DISPOSITIVE POWER  - 2,285,796 

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

2,285,796                                                             

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]  

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

7.35%**                                                               

14   TYPE OF REPORTING PERSON                                                   

OO                                                                    

_________________________________                                               
**      Based on 31,111,278 shares of common stock of Forgent Networks, Inc.    
outstanding at March 11, 2009, as reported in Forgent Networks, Inc.'s          
Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 filed with 
the Securities and Exchange Commission on March 13, 2009.                       

 Page 2 of 9 pages

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CUSIP No.:  34629U103                                                           

1.   NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             

The Red Oak Fund, LP                                                  

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
(a) [ ]                                                               
(b) [ ]                                                               

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

WC                                                                    

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM  
2(d) or 2(e) [ ]                                                      

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States                                                         

NUMBER OF                        7        SOLE VOTING POWER     0               
SHARES                                                                          
BENEFICIALLY                     8        SHARED VOTING POWER   -  812,177      
OWNED BY                                                                        
EACH                             9        SOLE DISPOSITIVE POWER     0          
REPORTING                                                                       
PERSON WITH                      10       SHARED DISPOSITIVE POWER  - 812,177   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

812,177                                                               

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]  

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

2.61%**                                                               

14   TYPE OF REPORTING PERSON                                                   

PN                                                                    

 Page 3 of 9 pages

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CUSIP No.:  34629U103                                                           

1.   NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             

Pinnacle Partners, LLC                                                

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
(a) [ ]                                                               
(b) [ ]                                                               

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

AF                                                                    

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM  
2(d) or 2(e) [ ]                                                      

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Colorado                                                              

NUMBER OF                        7        SOLE VOTING POWER     0               
SHARES                                                                          
BENEFICIALLY                     8        SHARED VOTING POWER   -  946,950      
OWNED BY                                                                        
EACH                             9        SOLE DISPOSITIVE POWER     0          
REPORTING                                                                       
PERSON WITH                      10       SHARED DISPOSITIVE POWER  - 946,950   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

946,950                                                               

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]  

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

3.05%**                                                               

14   TYPE OF REPORTING PERSON                                                   

OO                                                                    
 Page 4 of 9 pages

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CUSIP No.:  34629U103                                                           

1.   NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             

Pinnacle Fund, LLLP                                                   

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
(a) [ ]                                                               
(b) [ ]                                                               

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

WC                                                                    

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM  
2(d) or 2(e) [ ]                                                      

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Colorado                                                              

NUMBER OF                        7        SOLE VOTING POWER     0               
SHARES                                                                          
BENEFICIALLY                     8        SHARED VOTING POWER   -  946,950      
OWNED BY                                                                        
EACH                             9        SOLE DISPOSITIVE POWER     0          
REPORTING                                                                       
PERSON WITH                      10       SHARED DISPOSITIVE POWER  - 946,950   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

946,950                                                               

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]  

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

3.05%**                                                               

14   TYPE OF REPORTING PERSON                                                   

PN                                                                    

 Page 5 of 9 pages

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CUSIP No.:  34629U103                                                           

1.   NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             

Bear Market Opportunity Fund, L.P.                                    

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
(a) [ ]                                                               
(b) [ ]                                                               

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

WC                                                                    

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM  
2(d) or 2(e) [ ]                                                      

6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              

NUMBER OF                        7        SOLE VOTING POWER     0               
SHARES                                                                          
BENEFICIALLY                     8        SHARED VOTING POWER   -  526,669      
OWNED BY                                                                        
EACH                             9        SOLE DISPOSITIVE POWER     0          
REPORTING                                                                       
PERSON WITH                      10       SHARED DISPOSITIVE POWER  - 526,669   

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

526,669                                                               

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]  

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

1.69%**                                                               

14   TYPE OF REPORTING PERSON                                                   

PN                                                                    

 Page 6 of 9 pages

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CUSIP No.:  34629U103                                                           

1.   NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             

David Sandberg                                                        

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
(a) [ ]                                                               
(b) [ ]                                                               

3    SEC USE ONLY                                                               

4    SOURCE OF FUNDS                                                            

AF                                                                    

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM  
2(d) or 2(e) [ ]                                                      

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States                                                         

NUMBER OF                        7        SOLE VOTING POWER                     
SHARES                                                                          
BENEFICIALLY                     8        SHARED VOTING POWER   -  2,285,796    
OWNED BY                                                                        
EACH                             9        SOLE DISPOSITIVE POWER                
REPORTING                                                                       
PERSON WITH                      10       SHARED DISPOSITIVE POWER  - 2,285,796 

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

2,285,796                                                             

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]  

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

7.35%**                                                               

14   TYPE OF REPORTING PERSON                                                   

IN                                                                    

 Page 7 of 9 pages

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ITEM 4.  Purpose of Transaction.                                                

Item 4 as previously filed is amended by adding the following   
language:                                                                       

On May 13th, 2009 the filing persons filed with the Securities and Exchange     
Commission a preliminary proxy statement in opposition to the proposed "going   
private" transactions to be voted on at a Company special meeting currently     
scheduled to be held June 2, 2009. That statement, when final, will be used to  
seek votes against the going private proposals. The statement also discloses an 
intention to nominate candidates for election to the Company's board at the     
next annual meeting, whether or not the going private proposals are adopted,    
and advocates certain changes in Company policies. Red Oak and the other filing 
persons specifically disclaim any intention to assume control of the Company,   
and stated that they expect a majority of their nominees will be persons not    
affiliated with Red Oak.  The Company has at this time not set a date for its   
next stockholder meeting to elect directors.   Because Red Oak intends to       
commence a proxy fight to oppose the intended going-private transaction and has 
expressed the intent to seek a change in control of the Company (even though    
Red Oak does not itself seek to control the Company), the statements in the     
preliminary proxy statement are hereby incorporated into this Item 4 in         
response to parts (a) through (f) of Item 4. The preliminary proxy statement is 
attached as  "Exhibit  A ."                                                     

ITEM 7.  Material to be Filed as Exhibits.                                      

Item 7 is hereby amended to add the following exhibits:         

Exhibit A: Preliminary Proxy Statement                          

 Page 8 of 9 pages

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SIGNATURES

       After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this        
Statement is true, complete and correct.                                        

Dated:  May 13, 2009                                                            

/s/ David Sandberg                                                              
-------------------------                                                       
David Sandberg                                                                  

Red Oak Partners LLC                                                            

By: /s/ David Sandberg                                                          
-------------------------------                                         
David Sandberg, Managing Member                                         

Pinnacle Partners, LLP                                                          
By: Red Oak Partners LLC, its general partner                                   

By: /s/ David Sandberg                                                          
-------------------------------                                         
David Sandberg, Managing Member                                         

The Red Oak Fund, L.P.                                                          
By: Red Oak Partners LLC, its general partner                                   

By: /s/ David Sandberg                                                          
-------------------------------                                         
David Sandberg, Managing Member                                         

Pinnacle Fund, LLLP                                                             
By: Pinnacle Partners, LLC, its general partner                                 
By: Red Oak Partners LLC, its general partner                                   

By: /s/ David Sandberg                                                          
-------------------------------                                         
David Sandberg, Managing Member                                         

Bear Market Opportunity Fund, L.P.                                              
By: Red Oak Partners, LLC, its investment advisor                               

By: /s/ David Sandberg                                                          
-------------------------------                                         
David Sandberg, Managing Member                                         

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

	6/2/09	8		8-K, DEF 14A
Filed on:	5/13/09	1	9	PREC14A
	3/13/09	2		10-Q
	3/11/09	2
	1/31/09	2		10-Q
				List all Filings

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Filing Submission 0001325533-09-000019 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Red Oak Partners, LLC – ‘SC 13D/A’ on 5/13/09 re: Asure Software Inc

On: Wednesday, 5/13/09, at 3:40pm ET · Accession #: 1325533-9-19 · File #: 5-43608

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Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment to General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents