SEC Info - Red Oak Partners, LLC - ‘SC 13D/A’ on 5/4/09 re: Asure Software Inc

SEC Info℠

Home

Help

Please Sign In

Red Oak Partners, LLC – ‘SC 13D/A’ on 5/4/09 re: Asure Software Inc

On: Monday, 5/4/09, at 12:20pm ET · Accession #: 1325533-9-15 · File #: 5-43608

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

 5/04/09  Red Oak Partners, LLC             SC 13D/A               4:44K  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 No. 1                                        9     30K 
 2: EX-99.A     Miscellaneous Exhibit                                  6±    28K 
 3: EX-99.B     Miscellaneous Exhibit                                  4±    16K 
 4: EX-99.C     Miscellaneous Exhibit                                  2±     8K

SC 13D/A — Amendment No. 1
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) As Previously Filed Is Amended by Adding the Following Language: 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:

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. 1)*  

      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
145 Fourth Avenue, Suite 15A
New York, NY 10003
 Attention: David Sandberg
 Telephone: (212) 614-8952

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

May 4, 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

SC 13D/A 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
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

SC 13D/A 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
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

SC 13D/A 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
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

SC 13D/A 5th Page of 9 TOC 1st Previous Next ↓Bottom Just 5th
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

SC 13D/A 6th Page of 9 TOC 1st Previous Next ↓Bottom Just 6th
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

SC 13D/A 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
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

SC 13D/A 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
ITEM 4.  Purpose of Transaction.                                                

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

On April 17th, Pinnacle Partners issued a letter, attached as Exhibit A, to     
Asure Software's ("ASUR") Board of Directors through ASUR shareholder James     
Gladney to ASUR Director Lou Mazzucchelli, with an intent for him to pass the   
letter to the rest of ASUR's Board.                                             

On Monday, April 27th David Sandberg met with ASUR's CEO, CFO, Directors Lou    
Mazzucchelli and Ray Miles, Richard Davis of Southwest Securities and ASUR's    
General Counsel from Winstead, Marc Johnson at the Grand Hyatt attached to the  
Dallas/ Fort Worth Airport.  Mr. Sandberg, on behalf of the Pinnacle Fund       
(controlled by Pinnacle Partners), also invited ASUR's shareholders James       
Gladney, Bob Graham, and Tony Tristani, for the purposes of discussing ASUR's   
operating plan with management, the contents of Pinnacle Partner's letter dated 
Apr. 17, and potential alternatives for ASUR.  Mr. Sandberg shared the contents 
of Pinnacle Partners' April 17h letter with Mr. Graham and Mr. Tristani the day 
prior to the meeting.                                                           

On May 1st, Pinnacle Partners issued a letter to ASUR, attached as Exhibit      
B, as well as a request for ASUR's stockholder list, attached as Exhibit C.  In 
the letter, Pinnacle Partners stated its belief that immediate change was       
warranted to salvage remaining value at ASUR and that it intended to commence a 
proxy fight to better inform shareholders of the risks involved with the        
proposed go-private and to reject all of ASUR's proposals up for vote at the    
June 2 election.  Pinnacle Partners also stated its intent to seek to compel an 
annual meeting and to nominate a slate to replace the current Board of          
Directors in its entirety, as well as a list of measures it believed ASUR must  
enact immediately and which it would seek to enact (with Board approval) in     
order for ASUR to achieve financial stability as soon as possible.              

ITEM 7.  Material to be Filed as Exhibits.                                      

Item 7 is hereby amended to add the following exhibits:         

 Exhibit A: Letter to ASUR's Board of Directors from the Reporting
Persons                                                         

 Exhibit B: Letter to ASUR's Board of Directors from the Reporting
Persons                                                         

Exhibit C: Letter to ASUR from the Reporting Persons            

 Page 8 of 9 pages

SC 13D/A Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
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 4, 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                                         

 Page 9 of 9 pages

SC 13D/A	1st Page of 9	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

SC 13D/A	2nd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 2nd

SC 13D/A	3rd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 3rd

SC 13D/A	4th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 4th

SC 13D/A	5th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 5th

SC 13D/A	6th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 6th

SC 13D/A	7th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 7th

SC 13D/A	8th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 8th

SC 13D/A	Last Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 9th

Dates Referenced Herein and Documents Incorporated by Reference

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

Filed on:	5/4/09	1	9
	3/13/09	2		10-Q
	3/11/09	2
	1/31/09	2		10-Q
				List all Filings

↑Top

Filing Submission 0001325533-09-000015 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Red Oak Partners, LLC – ‘SC 13D/A’ on 5/4/09 re: Asure Software Inc

On: Monday, 5/4/09, at 12:20pm ET · Accession #: 1325533-9-15 · File #: 5-43608

Previous ‘SC 13D’: ‘SC 13D/A’ on 4/28/09 · Next: ‘SC 13D/A’ on 5/13/09 · Latest: ‘SC 13D/A’ on 8/15/23

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

SC 13D/A — Amendment No. 1Document 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 No. 1
Document Table of Contents