S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 2003

REGISTRATION NO. 333-___________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NORSTAN, INC.
(Exact name of Registrant as specified in its charter)

MINNESOTA
(State or other jurisdiction of incorporation)

41-0835746
(IRS Employer Identification No.)

5101 SHADY OAK ROAD
MINNETONKA, MN 55343
(Address of principal executive offices)

2000 EMPLOYEE STOCK PURCHASE PLAN OF NORSTAN, INC.
(Full title of Plan(s))

Scott G. Christian
Chief Financial Officer
Norstan, Inc.
5101 Shady Oak Road
Minnetonka, MN 55343
(Name and address of agent for service)

(952) 352-4000
(Telephone Number, Including Area Code, of Agent for Service

Copy to:

Philip J. Tilton, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Wells Fargo Center
Minneapolis, MN 55402-4140
(612) 672-8200

This Registration Statement will become effective immediately upon filing with the Securities and Exchange Commission. Sales of the registered securities will begin as soon as reasonably practicable after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE

	Proposed Maximum	Proposed Maximum
Title of Securities	Amount to be	Offering Price Per		Amount of Aggregate
to be Registered	Registered (2)	Share(1)		Offering Price(1)		Registration Fee
stock options and common stock ($0.10 per value per share)	500,000 shares	$	3.60	$	1,800,000	$	145.62

(1)	Estimated solely for purposes of computing the registration fee in accordance with Rule 457(h) and based upon the average of the high and low sale prices of the Registrant’s common stock as reported on The Nasdaq Stock Market on August 15, 2003.
(2)	This Registration Statement will cover any additional shares of common stock which become issuable under the 2000 Employee Stock Purchase Plan of Norstan, Inc. by reason of any stock dividend, stock split, recapitalization or any other similar transaction with receipt of consideration which results in an increase in the number of shares of the Registrant’s outstanding common stock.

TABLE OF CONTENTS

PART II — INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference.
	Item 6. Indemnification of Officers and Directors.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
POWER OF ATTORNEY
EXHIBITS
EX-5 Opinion/Consent of Maslon Edelman & Brand LLP
EX-23(a) Consent of Deloitte & Touche LLP
EX-99 2000 Employee Stock Purchase Plan

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and Exchange Commission (“SEC”) are incorporated herein by reference and made a part hereof:

(1)	the Registrant’s Annual Report on Form 10-K for the year ended April 30, 2003 filed with the SEC on July 25, 2003;
(2)	the Registrant’s Schedule 14A, Notice of the 2003 Annual Meeting of Shareholders and Proxy Statement filed with the SEC on August 7, 2003;
(3)	the description of the Registrant’s common stock contained in its registration statement on Form 8-A filed pursuant to Section 12 of the Exchange Act (and all amendments thereto and reports filed for the purpose of updating such description);
(4)	the Registrant’s registration statement on Form S-8 No. 333-32394 filed with the SEC on March 14, 2000;
(5)	the Registrant’s registration statement on Form S-8 No. 333-55764 filed with the SEC on February 16, 2001; and
(6)	the Registrant’s registration statement on Form S-8 No. 333-86410 filed with the SEC on April 17, 2002.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

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Item 6. Indemnification of Officers and Directors.

     The Company is governed by Minnesota Statutes Chapter 302A. Minnesota Statutes Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to any proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the proceedings, if, with respect to the acts or omissions of such person complained of in the proceeding, such person has not been indemnified by another organization or employee benefit plan for the same expenses with respect to the same acts or omissions; acted in good faith; received no improper personal benefit and Section 302A.255, if applicable, has been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and in the case of acts or omissions by persons in their official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions by persons in their capacity for other organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation.

Item 8. Exhibits.

5	Opinion of Maslon Edelman Borman & Brand, LLP.
23(a)	Consent of Deloitte & Touche LLP.
23(b)	Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5).
24	Power of Attorney (included on signature page).
99	2000 Employee Stock Purchase Plan of Norstan, Inc. as amended September 13, 2002.

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

     (i) To include any prospectus required by Section 10(2)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

     (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3)  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Security Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Minnetonka, State of Minnesota, as of June 12, 2003.

NORSTAN, INC

By: /s/ Scott G. Christian
Scott G. Christian
Chief Financial Officer (Principal
Financial and Accounting Officer)

POWER OF ATTORNEY

     We, the undersigned officers and directors of Norstan, Inc. hereby severally constitute Scott G. Christian and Philip J. Tilton and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names, in the capacities indicated below the registration statement filed herewith and any amendments to said registration statement, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Norstan, Inc. to comply with the provisions of the Securities Act of 1933 as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

     Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below as of June 12, 2003 by the following persons in the capacities and as of the date indicated.

NAME	TITLE
/s/ Paul Baszucki Paul Baszucki	Chairman of the Board of Directors
/s/ James C. Granger James C. Granger	Chief Executive Officer and Director (Principal Executive Officer)
/s/ Constance M. Levi Constance M. Levi	Director
/s/ Alan L. Mendelson Alan L. Mendelson	Director
/s/ John R. Eickhoff John R. Eickhoff	Director
/s/ Jagdish N. Sheth Jagdish N. Sheth	Director
Mercedes Walton	Director
/s/ James E. Ousley James E. Ousley	Director

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EXHIBITS

Exhibit
Number	Description of Exhibit
5	Opinion of Maslon Edelman Borman & Brand, LLP.
23(a)	Consent of Deloitte & Touche LLP.
23(b)	Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5).
24	Power of Attorney (included on signature page).
99	2000 Employee Stock Purchase Plan of Norstan, Inc. as amended September 13, 2002.

6 EX-5 3 c79199exv5.txt EX-5 OPINION/CONSENT OF MASLON EDELMAN & BRAND LLP EXHIBIT 5 August 18, 2003 Norstan, Inc. 5101 Shady Oak Road Minnetonka, MN 55343 RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT") Gentlemen: We have acted as counsel for Norstan, Inc., a corporation organized under the laws of the State of Minnesota (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act") of 500,000 shares of the Company's common stock, $.10 par value (the "common stock"), issuable under the 2000 Employee Stock Purchase Plan of Norstan, Inc. (the "Plan") and, subject to adjustment as provided in the Plan under the Registration Statement on Form S-8 proposed to be filed with the Securities and Exchange Commission. We have made such legal and factual examinations and inquiries, including an examination of originals, or copies certified or otherwise identified to our satisfaction as being true reproductions of originals, of all such corporate records of the Company, agreements and other instruments, certificates of public officials and officers and representatives of the Company, and such other documents as have deemed necessary as a basis for the opinions hereafter expressed. Without limiting the generality of the foregoing, in our examination, we have assumed without independent verification, that (i) each of the parties thereto has duly and validly executed and delivered each instrument, document and agreement to which such party is a signatory, and such party's obligations set forth therein are its legal, valid, and binding obligations, enforceable in accordance with their respective terms, (ii) each natural person executing any such instrument, document or agreement is legally competent to do so, and (iii) all corporate records made available to us by the Company and all public records reviewed are accurate and complete. Based upon the foregoing and having regard to legal considerations that we deem relevant, we are of the opinion that, when the shares of common stock have been registered under the Securities Act, and when the Company has received the consideration to be received for said shares in accordance with the provisions of the Plan and said shares of common stock have been issued by the Company, said shares of common stock will be duly authorized, validly issued, fully paid, and nonassessable. We are qualified to practice law in the State of Minnesota. The opinions set forth herein are expressly limited to the laws of the State of Minnesota. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents, or other authorizations or approvals as may be required by, any federal law, including any federal securities law, or any state securities or blue sky laws. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm therein. Very truly yours, /s/ Maslon Edelman Borman & Brand, LLP 2 EX-23.(A) 4 c79199exv23wxay.txt EX-23(A) CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Norstan, Inc. on Form S-8 of our report dated June 12, 2003 (except for Note 7 as to which the date is July 15, 2003), appearing in the Annual Report on Form 10-K of Norstan, Inc. for the year ended April 30, 2003. /s/ Deloitte & Touche LLP Minneapolis, Minnesota August 18, 2003 EX-99 5 c79199exv99.txt EX-99 2000 EMPLOYEE STOCK PURCHASE PLAN EXHIBIT 99 2000 EMPLOYEE STOCK PURCHASE PLAN OF NORSTAN, INC. AS AMENDED SEPTEMBER 13, 2002 1. Purpose. Norstan, Inc. (hereinafter referred to as the "Company") proposes to grant to employees of the Company and of such subsidiaries as the Company's Board of Directors (the "Board of Directors") may designate from time to time the opportunity to purchase common stock of the Company. Such common stock shall be purchased pursuant to this Plan, which is the 2000 EMPLOYEE STOCK PURCHASE PLAN OF NORSTAN, INC. (hereinafter referred to as the "Plan"). The Plan is intended to encourage stock ownership by all employees of the Company, and to be incentive to them to remain in its employ, improve operations, increase profits and contribute more significantly to the Company's success. 2. Rules of Interpretation. The Company intends that the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended ("Section 423"), and shall be construed in a manner consistent with the requirements of Section 423, or any successor provision, and the regulations thereunder. 3. Administration of the Plan. This Plan shall be administered by the Board of Directors of the Company; however, the Board of Directors may, from time to time, delegate its administrative or other duties under the Plan to an agent. The Board of Directors shall have full power and authority to construe, interpret and administer this Plan and to make determinations which shall be final, conclusive and binding upon all persons, including without limitations, the Company, its shareholders, and any employee participating in this Plan. The Board of Directors shall have the power to provide regulations for the administration of this Plan and to make any changes in such regulations as from time to time it deems necessary. 4. Stock Subject to the Plan. A total of 1,800,000 shares of the common stock, par value $.10 per share, of the Company may be issued under this Plan, subject to adjustment as provided herein. 5. Offerings. There will be four annual offerings of the Company's common stock under the Plan each calendar year (the "Offering Period(s)"). In each calendar year, the first Offering Period will begin on January 1 and end on March 31, the second Offering Period will begin on April 1 and end on June 30, the third Offering Period will begin on July 1 and end on September 30, and the fourth Offering Period will begin on October 1 and end on December 31. The first day of each Offering Period shall be deemed the "Offering Commencement Date" and the last day the "Offering Termination Date" for such Offering Period. 6. Eligibility. Any employee of the Company or its Subsidiaries who has attained the age of 18 and completed one month of employment is eligible to participate in this Plan. For purposes of this Plan, "Subsidiary" means any entity, at least 75 percent of the outstanding voting stock or voting power of which is beneficially owned, directly or indirectly, presently or in the future, by the Company. 7. Participation. Any eligible employee may elect to participate in this Plan at any time during the continuance of this Plan by delivering to the Company an authorization for payroll deductions, executed by the participating employee (the "Participant"), in such form as may be prescribed by the Company from time to time (a "Subscription Agreement"). Such elections are to be effective the first day of the next pay period succeeding processing of the authorization form and will apply to the current Offering Period and any subsequent Offering Period until such election is changed or revoked by the Participant. An employee's participation in this Plan is entirely voluntary. Each employee shall understand that there are risks involved in stock ownership and that the Company, its Subsidiaries and their officers and directors are making no recommendations to their employees regarding the purchase of shares of the Company, which is a personal decision for each employee. 8. Employee Contributions. A Participant shall, by completing a Subscription Agreement, authorize payroll deductions in an amount specified by the Participant in said form. No payroll deduction shall be less than $10.00 per pay period, nor more, per pay period, than 10% of the gross pay of the Participant. Such authorization form shall be effective for the current Offering Period and all future Offering Periods until changed or revoked by the Participant. Subsequent to the completion of such authorization form, not more than one change in the authorized payroll deduction may be made by the Participant in each Offering Period. The effective date of any change in future payroll deductions will be the first day of the next pay period succeeding processing of the change form. Payroll deductions which are authorized by Participants who are paid compensation in foreign currency shall be used to purchase the maximum number of shares allowed pursuant to the Plan. Prior to each Offering Period's purchase/exercise, the Participants' functional currency payroll deductions will be converted to United States dollars based on the applicable exchange rate as of the Offering Termination Date. 9. Number of Shares. On the Commencement Date of each Offering Period, each Participant shall be deemed to have been granted an option to purchase a maximum number of shares of common stock equal to: (i) that percentage of the Participant's compensation which the Participant has elected to have withheld (but not in any case in excess of 10%) multiplied by the Participant's gross pay during the Offering Period then divided by the applicable Stock Price determined as provided in Section 10 below, or (ii) the flat per pay period dollar amount which the Participant has elected to have withheld (but not in any case in excess of 10% of the Participant's gross pay) multiplied by the number of pay periods during the Offering Period then divided by the applicable Stock Price determined as provided in Section 10 below. 10. Stock Price. The option price of stock purchased with payroll deductions made during any Offering Period (the "Stock Price") for a Participant therein shall be the lower of: (i) 85 percent of the closing price of the stock on the Offering Commencement Date for such Offering Period or the nearest prior business day on which trading occurred on the NASDAQ National Market System, or (ii) 85 percent of the closing price of the stock on the Offering Termination Date for such Offering Period or the nearest prior business day on which trading occurred on the NASDAQ National Market System. 11. Limitations on Purchase. Anything herein to the contrary notwithstanding: (i) no Participant shall have the right to purchase common stock nor be granted options to purchase common stock under the Plan and all other employee stock purchase plans of the Company, if any, at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such stock (determined at the beginning of each calendar year) for each calendar year in which such option is outstanding at any time. The foregoing provision shall be interpreted so as to comply with Section 423(b)(8). 2 (ii) No Participant shall be granted an option if, immediately after the grant, such Participant would own stock and/or hold outstanding options to purchase stock possessing 5 percent or more of the total combined voting power or value of all classes of stock of the Company. For purposes of determining stock ownership under this subparagraph (iii), the rules of Section 424(d) of the Internal Revenue Code, or any successor provision, shall apply. (iii) The Board of Directors may, in its discretion, limit the number of shares available for the Plan during any Offering Period, as it deems appropriate. 12. Exercise of Option/Stock Purchase. Provided that a Participant has been continuously employed by the Company or its Subsidiaries through the end of a given Offering Period, then the Participant's option for the purchase of stock granted during such Offering Period will be deemed to have been exercised automatically on the applicable Offering Termination Date for the purchase of the number of shares, including fractional shares, of common stock which the accumulated payroll deductions the Participant has made during the Offering Period will purchase at the applicable Stock Price (but not in excess of the number of shares for which outstanding options have been granted to the Participant pursuant to Section 9 and/or in excess of any limits set forth in Section 11). Shares purchased under the Plan will come from the Company's authorized but unissued shares of common stock. 13. Delivery of Stock. As promptly as practicable after the Offering Termination Date of each Offering Period, the Company will deliver to each Participant in such Offering Period, as appropriate, the shares of common stock purchased therein upon exercise of such Participant's option. The Company may determine, in its discretion, the manner of delivery of shares of common stock purchased under the Plan, which may be by electronic account entry into new or existing accounts, delivery of stock certificates or such other means as the Company, in its discretion, deems appropriate. 14. Stock Transfer Restrictions. The Plan is intended to satisfy the requirements of Section 423 of the IRS Code. A Participant will not obtain the benefits of this provision if such Participant disposes of shares of common stock acquired each Offering Period pursuant to the Plan within two (2) years from the Offering Commencement Date of the applicable Offering Period or within one (1) year from the date such common stock is purchased by the Participant, the Offering Termination Date, whichever is later. 15. Refund of Employee Contributions. At any time prior to the Offering Termination Date of an Offering Period, all amounts contributed hereunder by a Participant by authorized payroll deductions during the applicable Offering Period shall be refunded, without interest, to the Participant at his or her request. If a Participant causes his or her contributions for any Offering Period to be refunded, payroll deductions shall not resume in any succeeding Offering Period until the Participant delivers to the Company a new Subscription Agreement. If the Board of Directors of the Company suspends or terminates this Plan as hereinafter provided, it shall cause all amounts deducted hereunder from the Participants' gross pay during the Offering Period in which such suspension or termination occurs to be refunded, without interest, to the Participants. 16. Termination of Employment. If a Participant's employment with the Company or its Subsidiaries is terminated for any reason, or upon the death of the Participant, all amounts deducted under this Plan from the Participant's gross pay during the Offering Period in which such termination or death occurs shall be refunded, without interest, to the Participant. 3 17. Assignment. The interest of a Participant hereunder with respect to any options/shares is not subject to the claims of creditors, or to assignment or transfer other than by will or the laws of descent and distribution. 18. Dilution or Other Adjustments, Dividends. In the event of any change in the capital structure of the Company, including but not limited to a change resulting from a stock dividend or split-up, or combination or reclassification of shares, the Board of Directors shall make such adjustments with respect to the shares subject to this Plan, or any provision of this Plan, as it deems equitable to prevent dilution or enlargement of the interests of Participants in this Plan. 19. Merger, Consolidation, Reorganization, Liquidation. If the Company or any of its Subsidiaries shall become a party to any corporate merger, consolidation, major acquisition of property for stock, reorganization, liquidation, or similar transaction, the Board of Directors shall have the power to make such arrangements as it deems necessary, which may include termination of this Plan, with respect to the amounts deducted hereunder from the Participants' gross pay, and such arrangements shall be binding upon all persons, including without limitation, the Company, its shareholders, and any Participant in this Plan. 20. Amendment and Termination. The Board of Directors shall have the right at any time during the continuance of this Plan to amend, modify, supplement, suspend or terminate this Plan, provided that in the absence of the approval of the holders of a majority of the shares of common stock present in person or by proxy at a duly constituted meeting of shareholders of the Company, no such amendment, modification or supplement shall (i) increase the aggregate number of shares which may be issued under this Plan, unless such increase is by reason of any change in capital structure referred to in Section 18 hereof or (ii) materially modify the requirements of plan eligibility. 21. Securities Laws. The issuance of shares of common stock pursuant to this Plan shall be subject to all applicable laws, rules and regulations; shares shall not be issued hereunder except upon approval of appropriate governmental agencies or stock exchanges as may be required. 22. Reports. The Company shall make available to each Participant under this Plan a copy of the Company's Annual Report to Shareholders each year during the continuance of this Plan. 23. Miscellaneous. (i) A prospectus covering the shares offered under this Plan shall be made available to each employee who is eligible to participate herein. (ii) Each employee who becomes a Participant in this Plan shall be deemed to have accepted all the terms and conditions contained in this Plan, and shall be fully bound thereby. (iii) This Plan shall be subject to changes, if any, which may be ordered by the United States Securities and Exchange Commission or the appropriate regulatory authorities in any states in which this Plan is registered or filed. (iv) This Plan shall be construed according to the laws of the state of Minnesota. 24. Compliance with Section 16(b). In the case of Participants who are or may be subject to Section 16 of the Securities and Exchange Act of 1934 (the "Act"), it is the intent of the Company that the Plan and any award granted hereunder satisfy and be interpreted in a manner that satisfies the applicable requirements of Rule 16(b)-3, so that such persons will be entitled to the benefits of Rule 16(b)-3 or other exemptive rules under Section 16 of the Act and will not be subjected to liability thereunder. If any provision of the Plan or any award would otherwise conflict with the intent expressed herein, that provision, to the extent possible, shall be interpreted and deemed so as to avoid such conflict. To the extent of any remaining irreconcilable conflict with such intent, such provision or award shall be deemed void as applicable to Participants who are or may be subject to Section 16 of the Act. 4 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

                                                                       EXHIBIT 5

                                 August 18, 2003




Norstan, Inc.
5101 Shady Oak Road
Minnetonka, MN 55343

          RE:  REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")

Gentlemen:

         We have acted as counsel for Norstan, Inc., a corporation organized
under the laws of the State of Minnesota (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Securities Act")
of 500,000 shares of the Company's common stock, $.10 par value (the "common
stock"), issuable under the 2000 Employee Stock Purchase Plan of Norstan, Inc.
(the "Plan") and, subject to adjustment as provided in the Plan under the
Registration Statement on Form S-8 proposed to be filed with the Securities and
Exchange Commission.

         We have made such legal and factual examinations and inquiries,
including an examination of originals, or copies certified or otherwise
identified to our satisfaction as being true reproductions of originals, of all
such corporate records of the Company, agreements and other instruments,
certificates of public officials and officers and representatives of the
Company, and such other documents as have deemed necessary as a basis for the
opinions hereafter expressed.

         Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each instrument, document
and agreement to which such party is a signatory, and such party's obligations
set forth therein are its legal, valid, and binding obligations, enforceable in
accordance with their respective terms, (ii) each natural person executing any
such instrument, document or agreement is legally competent to do so, and (iii)
all corporate records made available to us by the Company and all public records
reviewed are accurate and complete.

         Based upon the foregoing and having regard to legal considerations that
we deem relevant, we are of the opinion that, when the shares of common stock
have been registered under the Securities Act, and when the Company has received
the consideration to be received for said shares in accordance with the
provisions of the Plan and said shares of common stock have been issued by the
Company, said shares of common stock will be duly authorized, validly issued,
fully paid, and nonassessable.







         We are qualified to practice law in the State of Minnesota. The
opinions set forth herein are expressly limited to the laws of the State of
Minnesota. We express no opinion concerning, and we assume no responsibility as
to laws or judicial decisions related to, or any orders, consents, or other
authorizations or approvals as may be required by, any federal law, including
any federal securities law, or any state securities or blue sky laws.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm therein.

                                          Very truly yours,


                                          /s/ Maslon Edelman Borman & Brand, LLP







                                       2

EX-23.(A)

                                                                   EXHIBIT 23(a)



                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Norstan, Inc. on Form S-8 of our report dated June 12, 2003 (except for Note 7
as to which the date is July 15, 2003), appearing in the Annual Report on Form
10-K of Norstan, Inc. for the year ended April 30, 2003.


/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
August 18, 2003

EX-99

                                                                      EXHIBIT 99

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                                       OF
                                  NORSTAN, INC.

                          AS AMENDED SEPTEMBER 13, 2002

     1. Purpose. Norstan, Inc. (hereinafter referred to as the "Company")
proposes to grant to employees of the Company and of such subsidiaries as the
Company's Board of Directors (the "Board of Directors") may designate from time
to time the opportunity to purchase common stock of the Company. Such common
stock shall be purchased pursuant to this Plan, which is the 2000 EMPLOYEE STOCK
PURCHASE PLAN OF NORSTAN, INC. (hereinafter referred to as the "Plan"). The Plan
is intended to encourage stock ownership by all employees of the Company, and to
be incentive to them to remain in its employ, improve operations, increase
profits and contribute more significantly to the Company's success.

     2. Rules of Interpretation. The Company intends that the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code of
1986, as amended ("Section 423"), and shall be construed in a manner consistent
with the requirements of Section 423, or any successor provision, and the
regulations thereunder.

     3. Administration of the Plan. This Plan shall be administered by the Board
of Directors of the Company; however, the Board of Directors may, from time to
time, delegate its administrative or other duties under the Plan to an agent.
The Board of Directors shall have full power and authority to construe,
interpret and administer this Plan and to make determinations which shall be
final, conclusive and binding upon all persons, including without limitations,
the Company, its shareholders, and any employee participating in this Plan. The
Board of Directors shall have the power to provide regulations for the
administration of this Plan and to make any changes in such regulations as from
time to time it deems necessary.

     4. Stock Subject to the Plan. A total of 1,800,000 shares of the common
stock, par value $.10 per share, of the Company may be issued under this Plan,
subject to adjustment as provided herein.

     5. Offerings. There will be four annual offerings of the Company's common
stock under the Plan each calendar year (the "Offering Period(s)"). In each
calendar year, the first Offering Period will begin on January 1 and end on
March 31, the second Offering Period will begin on April 1 and end on June 30,
the third Offering Period will begin on July 1 and end on September 30, and the
fourth Offering Period will begin on October 1 and end on December 31. The first
day of each Offering Period shall be deemed the "Offering Commencement Date" and
the last day the "Offering Termination Date" for such Offering Period.

     6. Eligibility. Any employee of the Company or its Subsidiaries who has
attained the age of 18 and completed one month of employment is eligible to
participate in this Plan. For purposes of this Plan, "Subsidiary" means any
entity, at least 75 percent of the outstanding voting stock or voting power of
which is beneficially owned, directly or indirectly, presently or in the future,
by the Company.

     7. Participation. Any eligible employee may elect to participate in this
Plan at any time during the continuance of this Plan by delivering to the
Company an authorization for payroll deductions, executed by the participating
employee (the "Participant"), in such form as may be prescribed by the Company
from time to time (a "Subscription Agreement"). Such elections are to be
effective the first day of the next pay period succeeding processing of the
authorization form and will apply to the current Offering Period and any
subsequent Offering Period until such election is changed or revoked by the
Participant.









     An employee's participation in this Plan is entirely voluntary. Each
employee shall understand that there are risks involved in stock ownership and
that the Company, its Subsidiaries and their officers and directors are making
no recommendations to their employees regarding the purchase of shares of the
Company, which is a personal decision for each employee.

     8. Employee Contributions. A Participant shall, by completing a
Subscription Agreement, authorize payroll deductions in an amount specified by
the Participant in said form. No payroll deduction shall be less than $10.00 per
pay period, nor more, per pay period, than 10% of the gross pay of the
Participant. Such authorization form shall be effective for the current Offering
Period and all future Offering Periods until changed or revoked by the
Participant. Subsequent to the completion of such authorization form, not more
than one change in the authorized payroll deduction may be made by the
Participant in each Offering Period. The effective date of any change in future
payroll deductions will be the first day of the next pay period succeeding
processing of the change form.

     Payroll deductions which are authorized by Participants who are paid
compensation in foreign currency shall be used to purchase the maximum number of
shares allowed pursuant to the Plan. Prior to each Offering Period's
purchase/exercise, the Participants' functional currency payroll deductions will
be converted to United States dollars based on the applicable exchange rate as
of the Offering Termination Date.

     9. Number of Shares. On the Commencement Date of each Offering Period, each
Participant shall be deemed to have been granted an option to purchase a maximum
number of shares of common stock equal to:

          (i) that percentage of the Participant's compensation which the
     Participant has elected to have withheld (but not in any case in excess of
     10%) multiplied by the Participant's gross pay during the Offering Period
     then divided by the applicable Stock Price determined as provided in
     Section 10 below, or

          (ii) the flat per pay period dollar amount which the Participant has
     elected to have withheld (but not in any case in excess of 10% of the
     Participant's gross pay) multiplied by the number of pay periods during the
     Offering Period then divided by the applicable Stock Price determined as
     provided in Section 10 below.

     10. Stock Price. The option price of stock purchased with payroll
deductions made during any Offering Period (the "Stock Price") for a Participant
therein shall be the lower of:

          (i) 85 percent of the closing price of the stock on the Offering
     Commencement Date for such Offering Period or the nearest prior business
     day on which trading occurred on the NASDAQ National Market System, or

          (ii) 85 percent of the closing price of the stock on the Offering
     Termination Date for such Offering Period or the nearest prior business day
     on which trading occurred on the NASDAQ National Market System.

     11. Limitations on Purchase. Anything herein to the contrary
notwithstanding:

          (i) no Participant shall have the right to purchase common stock nor
     be granted options to purchase common stock under the Plan and all other
     employee stock purchase plans of the Company, if any, at a rate which
     exceeds Twenty-Five Thousand Dollars ($25,000) of fair market value of such
     stock (determined at the beginning of each calendar year) for each calendar
     year in which such option is outstanding at any time. The foregoing
     provision shall be interpreted so as to comply with Section 423(b)(8).



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          (ii) No Participant shall be granted an option if, immediately after
     the grant, such Participant would own stock and/or hold outstanding options
     to purchase stock possessing 5 percent or more of the total combined voting
     power or value of all classes of stock of the Company. For purposes of
     determining stock ownership under this subparagraph (iii), the rules of
     Section 424(d) of the Internal Revenue Code, or any successor provision,
     shall apply.

          (iii) The Board of Directors may, in its discretion, limit the number
     of shares available for the Plan during any Offering Period, as it deems
     appropriate.

     12. Exercise of Option/Stock Purchase. Provided that a Participant has been
continuously employed by the Company or its Subsidiaries through the end of a
given Offering Period, then the Participant's option for the purchase of stock
granted during such Offering Period will be deemed to have been exercised
automatically on the applicable Offering Termination Date for the purchase of
the number of shares, including fractional shares, of common stock which the
accumulated payroll deductions the Participant has made during the Offering
Period will purchase at the applicable Stock Price (but not in excess of the
number of shares for which outstanding options have been granted to the
Participant pursuant to Section 9 and/or in excess of any limits set forth in
Section 11).

     Shares purchased under the Plan will come from the Company's authorized but
unissued shares of common stock.

     13. Delivery of Stock. As promptly as practicable after the Offering
Termination Date of each Offering Period, the Company will deliver to each
Participant in such Offering Period, as appropriate, the shares of common stock
purchased therein upon exercise of such Participant's option. The Company may
determine, in its discretion, the manner of delivery of shares of common stock
purchased under the Plan, which may be by electronic account entry into new or
existing accounts, delivery of stock certificates or such other means as the
Company, in its discretion, deems appropriate.

     14. Stock Transfer Restrictions. The Plan is intended to satisfy the
requirements of Section 423 of the IRS Code. A Participant will not obtain the
benefits of this provision if such Participant disposes of shares of common
stock acquired each Offering Period pursuant to the Plan within two (2) years
from the Offering Commencement Date of the applicable Offering Period or within
one (1) year from the date such common stock is purchased by the Participant,
the Offering Termination Date, whichever is later.

     15. Refund of Employee Contributions. At any time prior to the Offering
Termination Date of an Offering Period, all amounts contributed hereunder by a
Participant by authorized payroll deductions during the applicable Offering
Period shall be refunded, without interest, to the Participant at his or her
request. If a Participant causes his or her contributions for any Offering
Period to be refunded, payroll deductions shall not resume in any succeeding
Offering Period until the Participant delivers to the Company a new Subscription
Agreement.

     If the Board of Directors of the Company suspends or terminates this Plan
as hereinafter provided, it shall cause all amounts deducted hereunder from the
Participants' gross pay during the Offering Period in which such suspension or
termination occurs to be refunded, without interest, to the Participants.

     16. Termination of Employment. If a Participant's employment with the
Company or its Subsidiaries is terminated for any reason, or upon the death of
the Participant, all amounts deducted under this Plan from the Participant's
gross pay during the Offering Period in which such termination or death occurs
shall be refunded, without interest, to the Participant.



                                       3





     17. Assignment. The interest of a Participant hereunder with respect to any
options/shares is not subject to the claims of creditors, or to assignment or
transfer other than by will or the laws of descent and distribution.

     18. Dilution or Other Adjustments, Dividends. In the event of any change in
the capital structure of the Company, including but not limited to a change
resulting from a stock dividend or split-up, or combination or reclassification
of shares, the Board of Directors shall make such adjustments with respect to
the shares subject to this Plan, or any provision of this Plan, as it deems
equitable to prevent dilution or enlargement of the interests of Participants in
this Plan.

     19. Merger, Consolidation, Reorganization, Liquidation. If the Company or
any of its Subsidiaries shall become a party to any corporate merger,
consolidation, major acquisition of property for stock, reorganization,
liquidation, or similar transaction, the Board of Directors shall have the power
to make such arrangements as it deems necessary, which may include termination
of this Plan, with respect to the amounts deducted hereunder from the
Participants' gross pay, and such arrangements shall be binding upon all
persons, including without limitation, the Company, its shareholders, and any
Participant in this Plan.

     20. Amendment and Termination. The Board of Directors shall have the right
at any time during the continuance of this Plan to amend, modify, supplement,
suspend or terminate this Plan, provided that in the absence of the approval of
the holders of a majority of the shares of common stock present in person or by
proxy at a duly constituted meeting of shareholders of the Company, no such
amendment, modification or supplement shall (i) increase the aggregate number of
shares which may be issued under this Plan, unless such increase is by reason of
any change in capital structure referred to in Section 18 hereof or (ii)
materially modify the requirements of plan eligibility.

     21. Securities Laws. The issuance of shares of common stock pursuant to
this Plan shall be subject to all applicable laws, rules and regulations; shares
shall not be issued hereunder except upon approval of appropriate governmental
agencies or stock exchanges as may be required.

     22. Reports. The Company shall make available to each Participant under
this Plan a copy of the Company's Annual Report to Shareholders each year during
the continuance of this Plan.

     23. Miscellaneous.

          (i) A prospectus covering the shares offered under this Plan shall be
     made available to each employee who is eligible to participate herein.

          (ii) Each employee who becomes a Participant in this Plan shall be
     deemed to have accepted all the terms and conditions contained in this
     Plan, and shall be fully bound thereby.

          (iii) This Plan shall be subject to changes, if any, which may be
     ordered by the United States Securities and Exchange Commission or the
     appropriate regulatory authorities in any states in which this Plan is
     registered or filed.

          (iv) This Plan shall be construed according to the laws of the state
     of Minnesota.

     24. Compliance with Section 16(b). In the case of Participants who are or
may be subject to Section 16 of the Securities and Exchange Act of 1934 (the
"Act"), it is the intent of the Company that the Plan and any award granted
hereunder satisfy and be interpreted in a manner that satisfies the applicable
requirements of Rule 16(b)-3, so that such persons will be entitled to the
benefits of Rule 16(b)-3 or other exemptive rules under Section 16 of the Act
and will not be subjected to liability thereunder. If any provision of the Plan
or any award would otherwise conflict with the intent expressed herein, that
provision, to the extent possible, shall be interpreted and deemed so as to
avoid such conflict. To the extent of any remaining irreconcilable conflict with
such intent, such provision or award shall be deemed void as applicable to
Participants who are or may be subject to Section 16 of the Act.




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