Amended Statement of Beneficial Ownership (sc 13d/a)
September 19 2016 - 11:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Norsat
International Inc.
(Name of Issuer)
Common Stock, no par
value
(Title of Class of Securities)
656512209
(CUSIP Number)
Privet Fund LP
Attn: Ryan Levenson
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305
With a copy to:
Rick Miller
Bryan Cave LLP
1201 W. Peachtree St., 14th Floor
Atlanta, GA 30309
Tel: (404) 572-6600
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
September 16, 2016
(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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box
¨
.
Note
: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See § 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
(“Act”) 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
).
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
2 of 7
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Privet Fund LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,015,320
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,015,320
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,320
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
þ
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4%
|
14
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
3 of 7
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Privet Fund Management LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC, AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,027,170
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,027,170
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,170
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
|
14
|
TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
4 of 7
Pages
|
1
|
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Ryan Levenson
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
þ
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
1,027,170
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
1,027,170
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,170
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
5 of 7
Pages
|
Reference is hereby made
to the statement on Schedule 13D filed with the Securities and Exchange Commission on February 11, 2015, as amended on March 31,
2015 (the “
Schedule 13D
”), with respect to the common stock, no par value (the “
Common Stock
”),
of Norsat International Inc., a company incorporated under the laws of British Columbia (the “
Corporation
”).
Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and
supplement the Schedule 13D as follows.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended and restated in its
entirety to read as follows:
The aggregate purchase price of the
1,027,170 shares of Common Stock (the “
Shares
”) beneficially owned by the Reporting Persons is
approximately US $5,864,130 not including brokerage commissions, which was funded with partnership funds of Privet Fund LP
and with assets under separately managed accounts with Privet Fund Management LLC. Privet Fund LP effects purchases of
securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as
and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock
exchange rules, and the prime brokers’ credit policies.
|
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended to add the following:
On September 16, 2016, the Reporting
Persons submitted a preliminary, non-binding proposal (the “
Proposal
”) to the Corporation’s
board of directors. Under the Proposal, the Reporting Persons propose to acquire, though a consensual, negotiated
transaction, all of the outstanding Common Shares of the Corporation not already owned by the Reporting Persons for US $8.00
per share, in cash (the “
Proposed Transaction
”), representing a premium of 26% to the closing price of the
Corporation’s Common Stock on September 15, 2016.
The Proposal also requested a period of 60 days
during which the Corporation would deal exclusively with the Reporting Persons and during such period the Reporting Persons would
(a) together with their financing sources, conduct customary due diligence on the Corporation, and (b) negotiate mutually acceptable
definitive transaction agreements with respect to the Transaction that will provide for customary terms and conditions for transactions
of this type.
The foregoing summary of certain provisions
of the Proposal is not intended to be complete. References to the Proposal in this Schedule 13D are qualified in their entirety
by reference to the Proposal itself, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference
as if set forth in its entirety.
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
6 of 7
Pages
|
|
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5(a) is hereby amended and restated in
its entirety to read as follows:
(a) As of the date of this filing, the Reporting
Persons beneficially owned the Shares, or approximately 17.6% of the outstanding Common Stock of the Corporation (calculated based
on information included in the Form 6-K filed by the Corporation on August 4, 2016, which reported that 5,845,308 shares of Common
Stock were outstanding as of June 30, 2016 and August 3, 2016).
|
Item 7.
|
Materials to be Filed as Exhibits.
|
Item 7 is hereby amended to add the following:
Exhibit 99.1 Preliminary, Non-Binding
Proposal from the Reporting Persons to the Board of Directors of the Corporation dated September 16, 2016
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page
7 of 7
Pages
|
Signature
After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: September 19, 2016
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PRIVET FUND LP
|
|
|
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By: Privet Fund Management LLC,
|
|
Its General Partner
|
|
|
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By:
/s/ Ryan Levenson
|
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Name: Ryan Levenson
|
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Its: Managing Member
|
|
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PRIVET FUND MANAGEMENT LLC
|
|
|
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By:
/s/ Ryan Levenson
|
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Name: Ryan Levenson
|
|
Its: Managing Member
|
|
|
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/s/ Ryan Levenson
|
|
Ryan Levenson
|
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