Amended Statement of Beneficial Ownership (sc 13d/a)
April 17 2017 - 7:41AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
April 13, 2017
(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 6
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 6
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 6
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 6
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, September 19, 2016, and March 17, 2017 (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 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On April 13, 2017, Privet Fund Management LLC
(“
Privet Management
”) sent a letter to the board of directors of the Corporation (the “
Letter
”)
indicating its interest in acquiring 100% of the Common Stock not already owned by the Reporting Persons at a price of US$11.00
per share in cash pursuant to a plan of arrangement. This follows the Corporation’s announcement on March 27, 2017 that it
entered into an arrangement agreement (the “
Arrangement Agreement
”) to be acquired by Hytera Communications
Co., Ltd. for US$10.25 per share in cash. Privet Management has requested access to updated financial and legal diligence so that it can deliver a proposal to the Corporation that is deemed to be a "Superior Proposal" as defined in the Arrangement Agreement.
The Letter is non-binding and is subject to
satisfactory completion of Privet Management’s due diligence review of the Corporation, the receipt of financing by Privet
Management and the negotiation and execution of a mutually acceptable definitive acquisition agreement between Privet Management
and the Corporation.
The foregoing summary of certain provisions
of the Letter is not intended to be complete. References to the Letter in this Schedule 13D are qualified in their entirety by
reference to the Letter itself, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference as
if set forth in its entirety.
Item 7. Materials to be Filed as Exhibits.
Item 7 is hereby amended to add the following:
Exhibit 99.1 Indication of Interest
Letter from Privet Fund Management LLC to the Board of Directors of the Corporation dated April 13, 2017
Exhibit 99.2 Cover E-mail to Dr. Amiee
Chan, President and CEO of the Corporation, dated April 13, 2017, transmitting the Indication of Interest Letter
SCHEDULE 13D
CUSIP No.
656512209
|
|
Page 6
of 6
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: April 17, 2017
|
PRIVET
FUND LP
|
|
|
|
By:
Privet Fund Management LLC,
|
|
its
General Partner
|
|
|
|
By:
/s/ Ryan Levenson
|
|
Name:
Ryan Levenson
|
|
Its:
Managing Member
|
|
|
|
PRIVET
FUND MANAGEMENT LLC
|
|
|
|
By:
/s/
Ryan Levenson
|
|
Name:
Ryan Levenson
|
|
Its:
Managing Member
|
|
|
|
/s/ Ryan Levenson
|
|
Ryan
Levenson
|
Norsat International Inc. (New) (AMEX:NSAT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Norsat International Inc. (New) (AMEX:NSAT)
Historical Stock Chart
From Apr 2023 to Apr 2024