An investigation on behalf of investor in SumTotal Systems, Inc. (NASDAQ: SUMT) over possible breaches of fiduciary duty and other violations of state law by the board of directors of SumTotal Systems Inc (NASDAQ: SUMT) in connection with an offer made by Vista Equity Partners Fund to purchase SUMT for $3.25 per share was announced.

The Private-equity firm Vista Equity Partners offered on Monday to buy SumTotal Systems Inc., a maker of employee management software, for $103 million. Vista Equity Partners already owns 13 percent of SumTotal and is offering $3.25 per share in cash. According to the investigation by a law firm, even though the offer price was a 62% premium to SumTotal's April 3, 2009 share closing price of $2.01, the offered price is below the $4.60 its stock traded at as recently as October 2008 and below the median share price target of $4.50 set by analysts, and therefore the investigation in potential breaches of fiduciary duty and other violations of state law by the board of directors of SumTotal Systems Inc was announced.

Pressuring SumTotal, Vista Equity Partners reportedly also said it was nominating three directors to SumTotal's board. Shareholders would vote on the candidates at the annual meeting on June 12. In a letter to SumTotal, the managing principal of Vista Equity Partners, Robert F. Smith, said the company's 'ability to realize significant value for its stockholders as a standalone public company during a lengthy and highly precarious business model transition is, candidly, subject to significant risk and uncertainty.' SumTotal Systems, Inc., which is located in Mountain View, CA is a global provider of learning, performance, and talent management solutions. SumTotal Systems, Inc shares traded on Friday as high as $3.10 per share, down from $5 per share in 2008, and almost $9 per share in 2007.