Red Oak Partners and Pinnacle Fund Ask Asure to Re-open Earnings Call to Allow Shareholders...
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Red Oak Partners and Pinnacle Fund Ask Asure to Re-open Earnings Call to Allow
Shareholders to Ask Questions About the Company and Call for Disclosure of
Information
NEW YORK, June 29 /PRNewswire/ -- Pinnacle Fund announced today that it wrote
a letter to Asure's ("ASUR's") Board of Directors and management requesting
that they re-open their recent earnings call and allow shareholders,
individuals, and interested parties to ask the company questions in an open
question and answer session. Red Oak sent its letter after two
communications, one to Asure's Chairman Dick Snyder and one to Asure's
Director Lou Mazzuchelli, directly addressing this same topic went unanswered.
Additionally, Pinnacle Fund asked why Asure has refused to answer questions
about its recent abandoned stockholder meeting and about compensation
practices raised in a letter sent on June 15th.
David Sandberg, the portfolio manager of the Pinnacle Fund, states, "We are
increasingly concerned with Asure's unwillingness to communicate with its
shareholders even though they pat themselves on the back for a 'history of
transparency' per their May 18, 2009 press release. We informed ASUR of at
least seven individuals who were not permitted to ask questions on the
Company's June 18th earnings call (importantly, only one of these individuals
was affiliated with Red Oak or Pinnacle). For essentially every quarter in
the past, ASUR provided a question and answer session for shareholders,
consistent with company and industry practice. Its June 12 announcement of
the recent earnings call even provided instructions for participating, but
when people tried to speak they could not. The net effect of this is that
shareholders were denied the chance to ask questions about the company they
own. We would like to see ASUR correct this."
Mr. Sandberg continued, "We asked ASUR to hold another call and even informed
them that Red Oak and Pinnacle employees would refrain from asking any
questions on a new call provided other shareholders and interested parties are
permitted to ask questions. We still received no response. If this is good
corporate governance then -- along with appointing a non-independent Nancy
Harris to replace resigning independent Director Kathleen Cote and with Mr.
Snyder remaining as executive chairman instead of as non-executive chairman --
Mr. Snyder's idea of upholding 'the highest corporate governance standards'
per his June 18 press release leaves much to be desired. Perhaps ASUR's
memory is short, but their Go-Private effort failed by a wide enough margin
that they called off the entire special meeting. It seems obvious that
shareholders want the accountability, visibility, and communication of a
public company and we see no reason they do not deserve this. We are
disappointed that ASUR is trying to deprive shareholders of their chance to
question management."
Separately, ASUR indicated it will not provide information requested by
Pinnacle on June 15. The request asked for:
1. Final vote tallies for each proposal scheduled to be voted upon at the
June 2, 2009 special meeting related to proposed Go-Private
transactions.
Pinnacle asked for the company's tally after ASUR's director
Lou Mazzuchelli indicated that the voting results stated in
Pinnacle's June 4 press release were incorrect. Pinnacle believes
that if Asure wants to claim Pinnacle's count was incorrect,
shareholders have a right to see the "official" voting results
and assess whether there was considerable support outside of shares
owned
or controlled by Red Oak. This important information about shareholder
preferences regrettably represents the sole tangible product from what
Pinnacle questioned as a wasteful effort and spend from the outset.
2. All board and management correspondence related to the cancellation of
the June 2nd meeting. Pinnacle believes the shareholders should know
why
the meeting was cancelled.
3. The amounts spent or incurred with respect to the effort to Go-Private,
including legal fees, fairness opinions, proxy solicitor fees, printing
and mailing expenses, special meeting costs, and all other expenses
related to this effort. Pinnacle believes that a comparison of
ASUR's expenditures with its own will provide shareholders with
valuable insight about the current Board's and management's
ability to manage costs in the best interests of shareholders. Given
the
discussion of ASUR's inability to manage costs, this information is
clearly relevant.
4. The aggregate cash compensation paid to Richard Snyder's son,
Jeremy, since he first joined Asure software, along with his last three
year's base salaries, itemized per year. If Asure is going to
promote its "history of transparency" in public press releases
(see their June 18 press release), why is the chairman's son's
salary a secret?
5. The aggregate amount spent by Asure software related to visits by its
executives and employees to the "Cooper Clinic" in Dallas.
Pinnacle has been told that ASUR has annually sent its executives and
certain employees to this celebrity-caliber health facility, which
advertises its "luxurious amenities" and its "elegant
62-room boutique." Information on amounts spent related to this
"perk" are directly relevant to assessing how ASUR's Board
and management have managed costs and prevented corporate waste.
Pinnacle tried to determine the amounts spent, but the Company
apparently
prefers to keep this a secret. If no amounts were ever spent, Pinnacle
would appreciate this information as well. Regardless, Pinnacle
believes
shareholders have a right to know how their money has been spent.
Pinnacle's letter also addressed ASUR's assertion that Pinnacle is attempting
to seek control of Asure without paying a premium. Pinnacle rejects this
claim and pointed out that its slate will not allow Red Oak to control Asure
because Red Oak and Pinnacle employees comprise just two of the six nominees.
Pinnacle's June 29 letter, its June 15 request for information, and all
communications with Asure since the June 2 Go-Private vote date have been
filed as proxy solicitation communications pursuant to the SEC rules. These
filings can be found at www.sec.gov by selecting "Search" at the top right and
then typing "forgent" into the box asking for the Company Name, and are dated
the same date as this press release.
Important Information
Pinnacle intends to file a definitive proxy statement soliciting votes for
Pinnacle's nominees to the Company's board of directors. Pinnacle is not
asking you at this time to vote on its slate of directors. Once Pinnacle's
definitive proxy statement for the annual meeting becomes available, Pinnacle
strongly advises stockholders to carefully read that definitive proxy
statement, as it will contain important information. Information concerning
Pinnacle and any other persons deemed participants in Pinnacle's solicitation
of proxies from stockholders in connection with the annual meeting will be
available in Pinnacle's definitive proxy statement for the annual meeting.
Once Pinnacle's definitive proxy statement for the annual meeting becomes
available, stockholders will be able to obtain, free of charge, copies of that
statement and any other documents Pinnacle files with or furnishes to the
Securities and Exchange Commission through the Securities and Exchange
Commission's website at www.sec.gov.
SOURCE Pinnacle Fund
David Sandberg for Pinnacle Fund, +1-212-614-8952, or
dsandberg@redoakpartners.com
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