Science & Technology
Science and Technology
Science and Technology
Thu, July 16, 2009
Wed, July 15, 2009
Asure Software: Asure Software Responds to Pinnacle Fund and Red Oak Partners' Proposed Settlement
AUSTIN, TX--(Marketwire - July 15, 2009) - Asure Software's (
"After reviewing Pinnacle's settlement proposal, we quickly concluded that their proposed settlement actually ignores the primary thrust of the company's lawsuit and instead focuses on a wholly tangential allegation," said Nancy Harris, Chief Executive Officer at Asure. "That being said, we are very interested in finding a mutually agreeable basis for settlement in this case and in the overall dispute with Pinnacle. We have tried on numerous occasions to reach a settlement with Pinnacle on a variety of issues, but the group seems disinterested in participating in a good faith discussion of relevant matters."
Asure sued Pinnacle and certain other stockholders who have been acting in concert with Pinnacle because, as alleged in the lawsuit, they have, collectively, violated the federal securities laws by failing to disclose the existence of their group. The lawsuit is intended to force compliance with the federal securities laws.
"We think it is extremely unfortunate that Pinnacle and its group are amassing shares illegally in an attempt to seize control of the company without paying shareholders a premium for the company, and they've offered us no choice but to do everything we can, including filing suit against them, to defend our stockholders against their actions," Harris said. "Pinnacle's hostile takeover attempt has forced the Company to spend what will ultimately amount to hundreds of thousands of dollars in expense and yet it is the only thing we can do to protect our shareholders against this piracy."
"Pinnacle clearly seems confused in this matter. Their proposed settlement focuses solely on the company's assertion that Pinnacle is planning to liquidate the company. While Pinnacle has in fact previously characterized the company as an 'asset play' -- a clear indication of Pinnacle's intention to liquidate the company (and a characterization that Pinnacle is now disavowing at every opportunity) -- that is not the primary complaint in our suit," Harris said.
"Moreover, it is equally important to note that while Pinnacle is now disavowing its initial plans to liquidate the company, Pinnacle has still not articulated any comprehensive plan for achieving profitability and increasing stockholder value. They are attempting to convince shareholders to elect a Board of Directors that has no public company board experience to speak of and have not outlined any plans for the company's future. Again, in light of the situation, we are left with no other option than to vigorously defend shareholders against their attempt to take control of the company," Harris said.
The Company has responded to Pinnacle's proposed settlement with a counter proposal of settlement.
The full text of Asure's offer of settlement to Pinnacle Fund is included below:
Dear Mr. Sandberg:
I am in receipt of your letter to the Board of Directors of Forgent Networks, Inc. d/b/a Asure Software ("Asure") dated July 13, 2009. As Executive Chairman of the Board, I have been asked to respond.
First, I would like to address a point of apparent confusion in your letter. Asure has sued you and the other members of your group primarily because, as alleged in that lawsuit, you have, collectively, violated the federal securities laws by failing to disclose the existence of your group. Secondarily, the issue of your intention to liquidate the company is a matter of misrepresentation on your part; the lawsuit is intended to force compliance with the federal securities laws. Through your concerted actions, your group has given the company little choice but to file the lawsuit to protect the interests of our stockholders.
As I read, your suggested bases for a proposed settlement of the lawsuit ignores this fundamental violation of the securities laws and is, therefore, wholly unacceptable. However, as we, too, are interested in preserving stockholder value and would like nothing more than to conclude this litigation quickly (on terms compatible with and protective of our stockholders' interests), please accept this as our counter offer and proposal for settlement:
-- You will immediately amend your Schedule 13D filing to (i) disclose all of the members of your group (including the named defendants in the lawsuit and any others acting in concert with you), (ii) disclose the full direct and beneficial ownership of Asure common stock by the members of your group, and (iii) make such other amendments as are required under applicable law given the misstatements and omissions contained in your earlier Schedule 13D filings. -- You will immediately withdraw your slate of director nominees. -- You and each of the members of your group will immediately execute and deliver to Asure's corporate secretary comprehensive non-disparagement agreements, in form and substance acceptable to the Company in its sole discretion.
Upon the full and complete satisfaction of each of the foregoing requirements by you and each member of your group, the company will agree to dismiss the current lawsuit against you and your group members.
Very truly yours, FORGENT NETWORKS, INC. D/B/A ASURE SOFTWARE Richard Snyder Executive Chairman of the Board MGJ:sb cc: Board of Directors Pinnacle Group Members Nancy Harris, President
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, expense management, 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 ].
"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.
