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Exhibit (a)(1)(B)
 
 
LETTER OF TRANSMITTAL
 
TO TENDER SHARES OF COMMON STOCK OF
 
PROGINET CORPORATION
Pursuant to the Offer to Purchase Dated July 23, 2007
 
 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON
AUGUST 17, 2007 UNLESS THE OFFER IS EXTENDED.

 
The Depositary for the Offer is:

American Stock Transfer &
Trust Company

By Mail:
 
American Stock Transfer & Trust Company
Operations Center
Attn:  Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219
 
By Facsimile:
 
 (718) 234-5001
By Hand or Overnight Courier:
 
American Stock Transfer & Trust Company
Attn:  Reorganization Department
59 Maiden Lane
Concourse Level
New York, NY 10038
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.  You must sign this Letter Of Transmittal in the appropriate space provided below, with signature guarantee if required, and complete the Substitute Form W-9 set forth below.

The instructions contained within this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.


DESCRIPTION OF SHARES OF COMMON STOCK TENDERED
Names(s) and Address(es) of Registered Holder(s)
(Please Fill in, if blank)
Share Certificate(s) and Shares(s) Tendered
(Please attach additional signed list, if necessary)
 
 
 
Common Stock
Share Certificate
Number(s)(1)
Total Number of
Shares of Common
Stock Represented by
Share
Certificate(s)(1)
 
 
Number of Shares
of Common Stock
Tendered(2)
     
     
     
     
     
Total Shares
Tendered
    
(1) Need not be completed by shareholders who deliver Shares by book-entry transfer (“Book-Entry Shareholders”).
(2) Unless otherwise indicated, all Shares represented by Share Certificates delivered to the Depositary will be deemed to have
     been tendered.  See Instruction 4.
□  Check here if Share Certificates have been lost or mutilated.


IF FUNDS ARE TO BE WIRED TO THE NAME SHOWN AT THE TOP OF THIS FORM OR CHECKS ARE TO BE ISSUED IN A NAME OTHER THAN THAT SHOWN AT THE TOP OF THIS FORM OR ARE TO BE SENT TO AN ADDRESS OTHER THAN THAT SHOWN AT THE TOP OF THIS FORM, PLEASE CHECK o THE BOX AND COMPLETE THE FOLLOWING INFORMATION
 
 
 SPECIAL PAYMENT INSTRUCTIONS
To be completed ONLY if checks(s) are to be
issued in the name of someone other than the registered
holder(s)
 
Name: __________________________________
Address: ________________________________
________________________________________
________________________________________
 
EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER


  
SPECIAL DELIVERY INSTRUCTIONS
Part 1: To be completed ONLY if the funds are to be
wired to the registered holder:
 
Account Name: ___________________________
Account Number: _________________________
ABA Number: ____________________________
Further Instructions:   ______________________
 
Part 2: To be completed ONLY if check(s) are to be
mailed to someone other than the registered holder(s) or
such registered holder(s) at an address other than shown
on the top of this form.
 
Name: __________________________________
Address: ________________________________
________________________________________
 

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
 
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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:  __________________________________________________________________________                                                                                                                                                    

Account Number:   ___________________________________________________________________________________                                                                                                                                   

Transaction Code Number: _____________________________________________________________________________ 

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CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY.  ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name(s) of Registered Owners(s): __________________________________________________________________________ 

Date of Execution of Notice of Guaranteed Delivery: ____________________________________________________________ 

Name of Institution that Guaranteed Delivery:  ________________________________________________________________

If delivered by book-entry transfer, check box:    o

Name of Tendering Institution:  ___________________________________________________________________________

Account Number:  _____________________________________________________________________________________                                                                                                                                         

Transaction Code Number:  ______________________________________________________________________
 
 
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY,
SIGN AND COMPLETE THE W-9 FORM

Ladies and Gentlemen:

The undersigned hereby tenders to Red Oak Fund, L.P., a Delaware limited partnership (the “Purchaser”), the above-described shares of shares of common stock, par value $0.01 per share (the “Shares”), of Proginet Corporation, a Delaware corporation (“Proginet”) on the terms and subject to the conditions set forth in the Purchaser’s Offer to Purchase dated July 23, 2007 (the “Offer to Purchase”), and this Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged.  The undersigned understands that the Purchaser reserves the right to transfer or assign, in whole or in part, from time to time, to one or more of its affiliates the right to purchase all or any portion of Shares tendered pursuant to the Offer.
 
The undersigned understands that, under the terms of the Offer, the Purchaser will be obligated to purchase up to 1,500,000 Shares for payment under the Offer.
 
Subject to and effective on acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Purchaser, all right, title and interest in and to all the Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after the expiration date of the Offer (collectively, “Distributions”)) and irrevocably constitutes and appoints American Stock Transfer & Trust Company (the “Depositary”), the true and lawful agent and attorney-in-fact of the undersigned, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to the full extent of the undersigned’s rights with respect to such Shares (and any and all Distributions), to (a) deliver certificates for such Shares (and any and all Distributions) or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of the Purchaser, (b) present such Shares (and any and all Distributions) for transfer on Proginet’s books and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (including any and all Distributions), all in accordance with the terms of the Offer.
 
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions and, when the same are accepted for payment by the Purchaser, the Purchaser will acquire good and marketable title thereto, free and clear of all liens, restrictions, claims and encumbrances, and the same will not be subject to any adverse claim or right.  The undersigned will, on request by the Depositary or the Purchaser, execute any additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and any and all such other Shares or other securities or rights), all in accordance with the terms of the Offer.
 
All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.  Except as stated in the Offer to Purchase, this tender is irrevocable.
 
The undersigned hereby irrevocably appoints David Sandberg and any other designees of the Purchaser, the attorneys-in-fact and proxies of the undersigned, with full power of substitution, to vote at any annual, special or adjourned meeting of Proginet’s stockholders or otherwise in such manner as each such attorney-in-fact and proxy or his/her substitute shall in his/her sole discretion deem proper, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his/her substitute shall in his/her sole discretion deem proper, and to otherwise act as each such attorney-in-fact and proxy or his/her substitute shall in his/her sole discretion deem proper, with respect to the Shares tendered hereby that have been accepted for payment by the Purchaser prior to the time any such action is taken and with respect to which the undersigned is entitled to vote. This appointment is effective when, and only to the extent that, the Purchaser accepts for payment such Shares as provided in the Offer to Purchase. This power of attorney and proxy is irrevocable and is granted in consideration of the acceptance for payment of such Shares and is coupled with an interest in Shares tendered hereby in accordance with the terms of
 
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the Offer. Upon such acceptance for payment, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be effective) by the undersigned.
 
The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer. The Purchaser’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and the Purchaser upon the terms and subject to the conditions of the Offer.

The undersigned understands that all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser in its sole discretion subject to applicable law.  This determination will be final and binding on all parties.  The Purchaser reserves the absolute right to reject any or all tenders that it determines not to be in proper form or the acceptance for payment of which may be unlawful.  The Purchaser also reserves the absolute right, in its sole discretion, to waive any defect or irregularity in any tender of Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders.
 
Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for payment of the purchase price and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.”  Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and/or return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.”  Please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at the book-entry transfer facility designated above.  The undersigned recognizes that the Purchaser has no obligation pursuant to the “Special Payment Instructions” to transfer any Shares from the name of the registered holder(s) thereof if the Purchaser does not accept for payment any of the Shares so tendered.
 

SIGN HERE
(See Instructions 1, 5, and 8)

SIGNATURE(S) OF
STOCKHOLDERS _________________________________________________________________________________________________________________________________________

DATED:____________________________________

Must be signed by registered holder(s) exactly as name(s) appear on first page.  If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the following information:
 
NAME(S) _________________________________________________________________________________________________________________________________________________

CAPACITY (full title)  _______________________________________________________________________________________________________________________________________
 
ADDRESS ________________________________________________________________________________________________________________________________________________
 
AREA CODE AND TELEPHONE NO. ___________________________________________

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GUARANTEE OF SIGNATURE(s)
(SEE INSTRUCTIONS)
NAME OF FIRM  _____________________________________________________________
ADDRESS ___________________________________________________________________
 ____________________________________________________________________________
AUTHORIZED SIGNATURE ___________________________________________________
NAME ______________________________________________________________________
AREA CODE AND TELEPHONE NO. ____________________________________________
 
 
 SUBSTITUTE FORM W-9 REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
 
PART 1 – PLEASE ENTER YOUR                        à ¨¨¨¨¨¨¨¨¨
SOCIAL SECURITY NUMBER OR
EMPLOYER IDENTIFICATION NUMBER
 
PART 2 – CERTIFICATION – Under penalties of perjury, I certify that:
 
      (1)    The number shown on this form is my correct Taxpayer Identification
               Number (or I am waiting for a number to be issued to me),
 
      (2)     I am not subject to backup withholding either because I have not been
               notified by the Internal Revenue Service (“IRS”)that I am subject to
               backup withholding as a result to report all interest or dividends,
               or the IRS has notified me that I am not subject to backup withholding, and
 
      (3)    I am a U.S. person (including a U.S. resident alien).
 
       Certification Instructions – You must cross out item (2) in Part 2 above if
       you have been notified by the IRS that you are subject to backup withholding
       because of underreporting interest or dividends on your tax return.  However, if
       after being notified by the IRS that you were subject to backup withholding you
        received another notification from the IRS stating that you are no longer subject
       to backup withholding, do not cross out item (2).
 
SIGNATURE_____________________________________                DATE_________________________________
PART 3 – CERTIFICATION FOR
FOREIGN RECORD HOLDERS
 
Under penalties of perjury, I certify that I
am not a Unites States citizen or resident
(or I am signing for a foreign corporation,
partnership, estate or trust). 

Signature________________
Date______________
 
  
 
 
NOTE:    FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
 
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE “APPLIED FOR” IN PART 1 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
 
I certify under penalties of perjury that a taxpayer identification number has not been issued to me and that either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Depositary by the time of payment, 28% of all reportable payments made to me will be withheld.

     
Signature:                                                                                                       
  
Date:                                                                      
 
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INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

     1. Guarantee of Signatures. If checks are to be issued in a name other than that shown at the top of this form or are to be sent to an address other than that shown at the top of this form, the signatures on this Letter of Transmittal must be guaranteed by a member firm of a registered national securities exchange or a commercial bank or trust company having an office, branch or agency in the United States. This Letter of Transmittal is to be used only if you may effect the tender offer transaction yourself and do not intend to request your broker to effect the transaction for you.
 
     2. Delivery of Letter of Transmittal. A properly completed and duly executed Letter of Transmittal, should be mailed or delivered to the Depositary on or prior to the Expiration Date at the appropriate address as noted on the bottom on the last page herein and must be received by the Depositary prior to the Expiration Date.  The method of delivery of all documents is at the election and risk of the tendering stockholder.
 
     3. Inadequate Space. If the space provided is inadequate, the number of Shares should be listed on a separate signed schedule attached hereto.
 
     4. Partial Tenders. If fewer than all of the Shares in your investment account or evidenced by any certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the column entitled “Number of Shares of Common Stock Tendered.”  If applicable, a new certificate for the remainder of the Shares evidenced by your old certificate(s) will be sent to you as soon as practicable after the Expiration Date of the Offer. All Shares represented by certificate(s) listed or in your investment account are deemed to have been tendered unless otherwise indicated.
 
     5. Signatures on Letter of Transmittal, Authorization and Endorsements.

     (a) If the Letter of Transmittal is signed by the registered holder of the Shares tendered hereby, the signatures(s) must correspond with the name(s) in which the Shares are registered.
 
     (b) If the Shares are held of record by two or more joint holders, all such holders must sign this Letter of Transmittal.
 
     (c) If any tendered Shares are registered in different names it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of Shares.
 
     (d) When this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and, if applicable, of the certificates transmitted hereby, no endorsements of certificates or separate authorizations are required.
 
     (e) If this Letter of Transmittal or any certificates or authorizations are signed by trustees, executors, administrators, guardians, attorneys in fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and must submit proper evidence satisfactory to the Purchaser of their authority so to act.
 
     6. Transfer Taxes. The Purchaser will pay all the taxes, if any, payable on the transfer to it of Shares purchased pursuant to the Offer. If tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.
 
     7. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser in its sole discretion, whose determination shall be final and binding, subject to applicable law. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in appropriate form or the acceptance of or payment for which would, in the opinion of counsel for the Purchaser, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender with respect to any particular Shares or any particular stockholder, and the
 
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Purchaser’s interpretations of the terms and conditions of the Offer (including these instructions) will be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Purchaser shall determine. Tenders will not be deemed to have been made until all defects and irregularities have been cured or waived. Neither the Purchaser, American Stock Transfer & Trust Company, the Depositary, nor any other person shall be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice.
 
     8. Important Tax Information. Under Federal income tax law, a stockholder whose tendered Shares are accepted for payment is required by law to provide the Depositary (as payer) with his correct taxpayer identification number, which is accomplished by completing and signing the Signature Form.
 
    9.    28% Backup Withholding. In order to avoid backup withholding of U.S. federal income tax with respect to payments of cash payable under the Offer, a stockholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such stockholder’s correct taxpayer identification number (“TIN”) on Substitute Form W-9 attached to this Letter of Transmittal and certify under penalties of perjury that such TIN is correct and that such stockholder is not subject to or is exempt from backup U.S. federal income tax withholding. If a stockholder does not provide such stockholder’s correct TIN or fails to provide the certifications described above, the Internal Revenue Service (the “IRS”) may impose a $50 penalty on such stockholder and payment of cash to such stockholder pursuant to the Offer may be subject to backup withholding of 28%.
 
Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the U.S. federal income tax liability of the person subject to the backup withholding, provided that the required information is timely furnished to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the stockholder upon filing an income tax return.
 
The box in part 1 of the Substitute Form W-9 may be filled in as “applied for” if the tendering stockholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If this is done, the stockholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Even if  the part 1 is completed with “applied for” and the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 28% on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such stockholder if a TIN is provided to the Depositary within 60 days.
 
Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign stockholders should complete and sign the main signature form and the appropriate Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding.  You should consult with your tax advisor regarding the foregoing.
 
10.    Lost, Destroyed or Stolen Certificates. If any certificate representing Shares has been lost, destroyed or stolen, the stockholder should promptly notify Proginet’s transfer agent, American Stock Transfer & Trust Company at (877) 248-6417 or (718) 921-8317. The stockholder will then be instructed by the transfer agent as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed.
 
IMPORTANT:    THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE HEREOF), TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT’S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY.
 
The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each stockholder of Proginet or such stockholder’s bank, broker, dealer, trust company or other nominee to the Depositary at one of its addresses set forth on the first page of this letter of transmittal.
 
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DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ON THE FIRST PAGE OF THIS LETTER OF TRANSMITTAL WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal and the notice of guaranteed delivery may be directed to:

Red Oak Capital Partners LLC
145 Fourth Avenue, Suite 15A
New York, New York  10003
(212) 614-8952


You may also contact your bank, broker, dealer, trust company or other nominee for assistance concerning the Offer.



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