SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Forgent Networks, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
34629U103
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(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)
July 14, 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 11 pages
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 - 3,201,523
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 3,201,523
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,523
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.29%**
14 TYPE OF REPORTING PERSON
OO
_________________________________
** Based on 31,114,915 shares of common stock of Forgent Networks, Inc.
outstanding at June 12, 2009, as reported in Forgent Networks, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended April 30, 2009 filed with
the Securities and Exchange Commission on June 15, 2009.
Page 2 of 11 pages
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 - 1,120,857
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,120,857
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,120,857
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.60%**
14 TYPE OF REPORTING PERSON
PN
Page 3 of 11 pages
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 - 1,553,997
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,553,997
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,553,997
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%**
14 TYPE OF REPORTING PERSON
OO
Page 4 of 11 pages
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 - 1,553,997
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 1,553,997
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,553,997
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%**
14 TYPE OF REPORTING PERSON
PN
Page 5 of 11 pages
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 11 pages
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 - 3,201,523
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 3,201,523
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,523
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.29%**
14 TYPE OF REPORTING PERSON
IN
Page 7 of 11 pages
This Amendment No. 8 ("Amendment No. 8") to Schedule 13D amends and supplements
the statement on Schedule 13D originally filed by Red Oak Partners, LLC (the
"Reporting Persons") on April 20, 2009, as amended by amendments 1 through 7
(as amended, the "Schedule 13D") relating to the common stock, par value $.01
per share (the "Common Stock"), of Forgent Networks, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 108 Wild Basin Road, Austin, Texas 78746. Except as specifically
amended and supplemented by this Amendment No. 8, all other provisions of the
Schedule 13D remain in full force and effect. Unless otherwise indicated, each
capitalized term used but not defined herein shall have the meaning assigned to
such term in the Schedule 13D.
ITEM 4. Purpose of Transaction.
Item 4 is previously amended by adding Pinnacle's proxy statement which
is filed as Exhibit A to this amendment.
ITEM 5. Interest in Securities of the Issuer.
(a) The Fund beneficially owns 3,201,523 shares of Common Stock,
representing 10.29% of all of the outstanding shares of Common Stock. Red Oak
Partners, as the general partner of the Fund, and Mr. Sandberg, as the managing
member of Red Oak Partners, each may be deemed to beneficially own the
3,201,523 shares of Common Stock held by the Fund. Each Reporting Person
disclaims beneficial ownership with respect to any shares of Common Stock other
than the shares owned directly and of record by such Reporting Person. The
percentage set forth in this response is based on the 31,114,915 shares of
Common Stock outstanding as of June 12, 2009, as reported directly by the
Issuer on their 10-Q for the quarter ended April 30, 2009.
(b) Red Oak Partners, the Fund and Mr. Sandberg have shared power
(with each other, and not with any third party) to vote or direct the vote of
and to dispose or direct the disposition of the 3,201,523 shares of Common
Stock held by the Fund.
(c) Since June 23, 2009 (the date through which transactions in
Shares were reported in Amendment No. 7, the most recent Schedule 13D filing by
the Reporting Persons regarding the Issuer's Shares), the Reporting Persons
have effected the following Share transactions in shares of Common Stock, of
the Issuer:
Trade Date Txn Type Quantity Unit Cost
Pinnacle Fund LLLP
6/22/2009 Buy 12,217 0.248
6/23/2009 Buy 2,683 0.250
6/26/2009 Buy 11,060 0.250
6/29/2009 Buy 8,450 0.260
6/30/2009 Buy 9,000 0.260
Red Oak Fund LP
6/22/2009 Buy 12,217 0.248
6/23/2009 Buy 2,683 0.240
6/26/2009 Buy 11,061 0.250
6/30/2009 Buy 20,047 0.250
(d) Not applicable.
(e) Not applicable.
Page 8 of 11 pages
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 as previously filed is amended to add the following language:
On June 30, the Issuer filed an action in the United States District Court for
the Western district of Texas against the filing persons and others (James
Gladney, Robert Graham, Antoine Tristani, Pat Goepel, Fenil Shah, Sarla Software
LLC, Chimanlal Shah, Falguni Shah, Ruchir Shah, Snehal Shah, Vibha Shah, and
Ushma Shah) alleging that they had formed a 'group' for the purpose of taking
control of the issuer and liquidating its assets and improperly failed to
disclose the formation of the group, and alleging that all such persons are the
beneficial owners of the stock held by the others. In support of this position
the Issuer has referred to similar statements allegedly made by some of the
persons named as defendants in opposing the Issuer's failed go-private scheme
and has claimed that Pinnacle/Red Oak purported to speak on behalf of all
defendants as a group. A copy of the Issuer's Complaint is attached as Exhibit
B.
As stated above, the filing parties own about 10.2894% of Forgent's
common stock. According to their most recently filed report on Schedule 13D,
Fenil Shah and those filing with him, who are the eight last-named defendants,
own 2,111,864 shares consisting of approximately 6.8% of Forgent's common stock.
According to a press release issued by defendant James Gladney on May 20, 2009,
Mr. Gladney held about 1,200,000 shares of Forgent common stock as of that
date. Pinnacle has been informed that Mr. Tristani owns no shares of Forgent
common stock. As noted in Pinnacle's preliminary proxy filing, Mr. Graham and
Mr. Goepel, own 960,698 and 121,837 shares, respectively, consisting of
approximately 3.09% for Mr. Graham and approximately 0.39% for Mr. Goepel.
Pinnacle's nominee Jeffrey Vogel owns 60,000 shares, or approximately 0.19%, of
the Forgent common stock.
Although other shareholders may have made comments similar to those expressed by
Pinnacle in opposition to ASUR's go-private scheme, this is not surprising
given that the other statements apparently were made after Pinnacle publicly
stated its reasons for opposing the go-private scheme. Pinnacle has made its
own decisions at all times and has no agreements or understandings with respect
to voting except for requesting the giving or withholding of revocable proxies.
Pinnacle has no commitments from or understandings with its nominees about how
they will vote if elected. Although Pinnacle intends to vote in favor of its
nominees at the upcoming Annual Meeting set for July 30, 2009, it does not know
how its nominees will vote and each is free to vote however they choose. Red
Oak and Pinnacle have no agreements or affiliations with any other ASUR
shareholders or Board candidates. If Pinnacle's entire slate of nominees is
elected, it will hold only two board seats because its nominees are independent
of Pinnacle and Red Oak. The sole relationship Pinnacle has with the remaining
nominees is that the nominees have agreed to serve on the Board of ASUR if
elected by a plurality of votes of shareholders owning ASUR's common stock.
Pinnacle solicited other holders for possible nominees when assembling its
slate, and contacted other potential nominees including persons not claimed by
ASUR to be part of a group, but made its own decisions about whom to nominate,
did not accept all the suggestions made or all of the potential nominees, and
neither sought nor obtained commitments from those suggesting nominees that they
would vote for Pinnacle's slate.
Page 9 of 11 pages
Pinnacle denies any plan or intent to treat ASUR as an 'asset play.' Pinnacle
notes that it first invested in the company's stock less than two weeks after
ASUR's now-CEO Nancy Harris publicly claimed in ASUR's October 2008 earnings
conference call (where ASUR reported its July 31, 2008 quarter) that ASUR would
be EBITDA and cash positive for its fiscal 2009 year. Mrs. Harris' statements
echoed ASUR's CFO Jay Peterson's guidance from the prior quarter's earnings
call. At the time of the October 2008 call and Mrs. Harris' statements, ASUR
was nearly quarter of the way into its 2009 fiscal year. An analysis of ASUR's
assets and liabilities at this time would have demonstrated that purchasing at
the then current prices would have meant buying for much more than any
anticipated liquidation proceeds because of - among other things - ASUR's large
remaining lease obligation and the Jenkins legal claim of which judgment was
already made against ASUR (and which ASUR is appealing). Because Red Oak and
Pinnacle first purchased ASUR's stock at 26 cents per share - or 2x what an
"asset play" strategy would have yielded at the time -- there was never an
"asset" or dissolution play available or intended by Pinnacle and Red Oak.
Pinnacle believes that ASUR's focus on Pinnacle's supposed intention to dissolve
ASUR is a waste of company assets. Accordingly, to put to rest those
allegations, on July 13 Pinnacle sent a letter to ASUR's Board of Directors in
which Pinnacle proposed an agreement whereby Pinnacle, for a period of three
years, would not propose any liquidation, and would agree not to vote for any
liquidation of the Company proposed by others unless a majority of ASUR's other
holders did so. Pinnacle informed ASUR that it is willing to agree not to
pursue a dissolution because it has no intention of dissolving ASUR in the first
place. A copy of Pinnacle's July 13 letter is attached as Exhibit C.
Pinnacle denies that it has acted in concert with or formed a group for any
purpose, although it is gratified that other holders - as well as both leading
advisory firms - supported it in its opposition to the failed go-private scheme
and is hopeful that others will support its slate. Any time Pinnacle has
expressed to the management of ASUR that significant holders had certain views,
such as opposing the go-private scheme, those comments were based on comments
received or seen by Pinnacle, and were not meant to imply that any other holder
had expressly or implicitly authorized Pinnacle to speak for them. Pinnacle does
not believe that sharing its views with others - or allowing others to express
their views without any agreement or commitment to cooperate in any other manner
- is reflective of, or constitutes the formation a 'group' or a common plan of
action. Instead, Pinnacle believes shareholders are allowed to talk to one
another, whether they agree or disagree, and that such communication does not
amount to a coordinated effort to purchase or sell stock to effect control of a
company.
ITEM 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
Exhibit A: Proxy Statement
Exhibit B: Forgent's complaint
Exhibit C: Pinnacle's July 13 Letter to Forgent
Page 10 of 11 pages
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: July 14, 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 11 of 11 pages