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<SEC-DOCUMENT>0001102624-09-000184.txt : 20090423
<SEC-HEADER>0001102624-09-000184.hdr.sgml : 20090423
<ACCEPTANCE-DATETIME>20090423152427
ACCESSION NUMBER:		0001102624-09-000184
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20090423
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090423
DATE AS OF CHANGE:		20090423

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FORGENT NETWORKS  INC
		CENTRAL INDEX KEY:			0000884144
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
		IRS NUMBER:				742415696
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0731

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-20008
		FILM NUMBER:		09766463

	BUSINESS ADDRESS:	
		STREET 1:		108 WILD BASIN RD
		CITY:			AUSTIN
		STATE:			TX
		ZIP:			78746
		BUSINESS PHONE:		5124372700

	MAIL ADDRESS:	
		STREET 1:		108 WILD BASIN RD
		CITY:			AUSTIN
		STATE:			TX
		ZIP:			78746

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VTEL CORP
		DATE OF NAME CHANGE:	19960401

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	VIDEO TELECOM CORP
		DATE OF NAME CHANGE:	19960401
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>asure8k.htm
<DESCRIPTION>ASURE SOFTWARE 8-K
<TEXT>
<table cellpadding="3" border="0" cellspacing="0" width="100%">
<tr><td>
</td></tr>
</table>
<center>
<table border=0 cellpadding=3 cellspacing=0>
<tr><td align="center"><br><br>
<B>UNITED STATES</B><br>
<B>SECURITIES AND EXCHANGE COMMISSION</B><br>
Washington, D.C. 20549<p>
<hr size=1>
<p><b>FORM 8-K<p>
CURRENT REPORT
<p>
Pursuant to Section 13 or 15(d) of the<br>Securities Exchange Act of 1934
</td>
</tr>
</table>
<p>
<b>
<table border=0 cellpadding=0 cellspacing=0>
<tr><td colspan=5 align=center>
<b>Date of Report: April     23, 2009</b><br>
(Date of earliest event reported)<br><br>
</td></tr>
<tr><td colspan=5 align=center>
<b>Forgent Networks, Inc.</b><br>
(Exact name of registrant as specified in its charter)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align=center colspan=2 width="40%" valign="top">
<b>TX</b><br>
(State or other jurisdiction <br>of incorporation)
</td>
<td align=center width="20%" valign="top">
<b>0-20008</b><br>
(Commission File Number)
</td>
<td align=center colspan=2 width="40%" valign="top">
<b>74-2415696</b><br>
(IRS Employer <br>Identification Number)
</td>
</tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align="center" colspan=2>
<b>108 Wild Basin Rd</b><br>
(Address of principal executive offices)
</td>
<td>&nbsp;</td>
<td align="center" colspan=2>
<b>78746</b><br>
(Zip Code)
</td>
</tr>
<tr><td colspan=5 align=center><br>
<b>512-437-2700</b><br>(Registrant's telephone number, including area code)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr><td colspan=5 align=center>
<b>Not Applicable</b><br>(Former Name or Former Address, if changed since last report)<br>
</td></tr>
</table>
</center>
<br><br>
</b>
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:<br>
<dl>
 <dd><font face="wingdings">o</font> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
 <dd><font face="wingdings">x</font> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  <br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  <br>
</dl>
<hr size=1>
<table width=100%>
<tr><td width="100%">
<b>Item 8.01. Other Events</b></b><br>
<br>
Asure Software (a d/b/a of Forgent Networks, Inc.) Update on plan to take company private press release.
<p>
<b>Item 9.01. Financial Statements and Exhibits</b></b><br />
<br>

<p>
<b>(a) Financial statements:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(b) Pro forma financial information:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(c) Shell company transactions:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(d) Exhibits</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  99.1 &nbsp; &nbsp; &nbsp; <a href="forgentnetworksinc8.htm">Press Release of Forgent Networks, Inc. dated April     23, 2009</a></b>
<br>
<p>
<hr size=1>
<b><center>SIGNATURE</center></b>
<p>
&nbsp; &nbsp; &nbsp; Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
              signed on its behalf by the undersigned hereunto duly authorized.<p>
</td></tr>
</table>
<br>
<table>
<tr>
<td width="50%" valign=top>
Dated: April     23, 2009<br>
</td>
<td>
<b>FORGENT NETWORKS, INC.</b>
<p>
By: <u>&nbsp;/s/ Jay C Peterson &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </u> <br>
&nbsp; &nbsp; &nbsp;Jay C Peterson<br>
&nbsp; &nbsp; &nbsp;<i>Chief Financial Officer</i><br>
</td></tr>
</table>
<hr>
<center>
<table border=0 width="100%">
<tr><td colspan=2>
<center><b>Exhibit Index</b></center>
</td>
</tr>
<tr>
<td width=50% align=center><b><u>Exhibit No.</u></b></td>
<td width=50% align=center><b><u>Description</u></b></td>
</tr>
<tr>
<td align=center>99.1</td>
<td align=center>Press Release of Forgent Networks, Inc. dated April     23, 2009</td>
</tr>
</table>
</center>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>forgentnetworksinc8.htm
<DESCRIPTION>ASURE SOFTWARE PRESS RELEASE
<TEXT>

<p></p>
<b>Asure Software Provides Update on Plan to Take Company Private</b>
<p>AUSTIN, TX -- (Marketwire - April     23, 2009) -  Asure Software (NASDAQ: ASUR), a leading
provider of workforce management software, today announced that the special
meeting of shareholders to consider privatizing the Company has been
scheduled for 10:00 a.m. local time on Tuesday, June 2, 2009 at the
Company's executive offices, 108 Wild Basin Road, Austin, Texas 78746.  The
following items will be submitted for shareholder vote at such meeting: (1)
an amendment to the Company's Restated Certificate of Incorporation to
effect a 1-to-750 reverse stock split of the Company's common stock; (2) an
amendment to the Company's Restated Certificate of Incorporation to effect
a 750-to-1 forward stock split of the Company's common stock; and (3) the
postponement or adjournment of the special meeting to permit further
solicitation of proxies in the event that an insufficient number of shares
of common stock are present in person or by proxy to approve the stock
splits.
</p>
<p>
The Company also announced today that it has filed a definitive Proxy
Statement and Schedule 13E-3 with the Securities and Exchange Commission
("SEC") outlining the terms of the Company's proposed going private
transaction.  Frequently asked questions regarding the proposed transaction
are provided in the opening pages of the Proxy Statement.
</p>
<p>
"The plan to privatize the Company remains on track. Proxies were mailed to
Asure shareholders this week and assuming the shareholders approve the
proposal, the Company will become private in June 2009. The privatization
will enable the Company to save in excess of $1M a year by suspending
public reporting. However, we intend to keep remaining shareholders
informed and continue an open dialogue as we execute our strategy.  These
savings, combined with our positive outlook on revenue and other recent
expense reductions, will put us on a solid path to build a profitable
business in the very near future," commented Richard Snyder, Asure's
Chairman and Chief Executive Officer.
</p>
<p>
Under the terms of the proposed transaction, shareholders owning fewer than
750 shares of the Company's common stock immediately prior to the date the
transaction takes effect would be entitled to receive cash of $0.36 per
share.  Shareholders owning 750 shares or more would continue to hold their
shares following the completion of the transaction.
</p>
<p>
The proposed transaction is anticipated to reduce the number of
shareholders of record to fewer than 300.  As a result, Asure would
terminate the registration of its common stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended.  This would cause the common
stock to cease to be listed and traded on the Nasdaq Capital Market and
would suspend the Company's periodic reporting requirements with the SEC.
The shares may subsequently be eligible for listing and trading on the Pink
Sheets&#174;, but such trading opportunities will be dependent upon whether
any broker-dealers commit to make a market for the Company's common stock.
</p>
<p>
Among other benefits, it is anticipated that Asure will achieve cost
savings through the de-registration and delisting of the Company's common
stock.  Such cost savings would not be available to the Company if its
pending involuntarily delisting from the Nasdaq Capital Market went into
effect and its shares moved to the OTC Bulletin Board, which would involve
similar public reporting requirements and compliance costs.  Further, the
Board of Directors believes the transaction is consistent with the
Company's long-term growth strategy.
</p>
<p>
The Company's Board of Directors has unanimously approved the proposed
going private transaction.  In reaching this conclusion, the Board has
determined the transaction to be in the best interest of the Company and
its shareholders, consistent with the Board's long-term plan to maximize
shareholder value.  The Board has also determined the transaction to be
substantively and procedurally fair to both cashed-out and continuing
shareholders.
</p>
<p>
Additional details of the transaction may be found in Asure's definitive
Proxy Statement filed on April 21, 2009 with the SEC.  A copy of the
definitive Proxy Statement may be downloaded from the Internet at no charge
from the SEC filings site located at www.sec.gov/edgar.shtml.
</p>
<p>
About Asure Software
</p>
<p>
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 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.
</p>
<p>
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 include those associated with
continued listing of the Company's securities on the NASDAQ Capital Market
and those associated with effecting a reverse split in order to become a
privately held company.

</p>
<pre>
Investor contacts:
Jay Peterson
512-437-2476
jay_peterson@asuresoftware.com</a>

Sean Collins
Senior Partner
CCG Investor Relations
310-477-9800, ext. 202
www.ccgir.com</a>

Media contact:
Lisa Flynn
512-437-2678
lisa_flynn@asuresoftware.com</a>


</pre>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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