SC TO-T/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO
(Rule 14d-100)

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Norstan, Inc.

(Name of Subject Company (Issuer))

SF Acquisition Co. (offeror)

a wholly owned subsidiary of

Black Box Corporation

(Name of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.10 par value per share

Common Stock Purchase Rights

(Title of Class of Securities)

Common Stock: 656535101

(CUSIP Number of Classes of Securities)

Christopher H. Gebhardt, Esq.
General Counsel
Black Box Corporation
1000 Park Drive
Lawrence, Pennsylvania 15055
(724) 746-5500
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of filing person) Copies to:
 
Ronald Basso, Esq.
Buchanan Ingersoll PC
One Oxford Centre
301 Grant Street, 20^th Floor
Pittsburgh, Pennsylvania 15219-1410
(412) 562-8800

CALCULATION OF FILING FEE

Transaction Value^* $82,882,380.80 Amount of Filing Fee^** $9,755.26

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $9,755.26	Filing Parties: Black Box Corporation and SF Acquisition Co.
Form or Registration No.: Schedule TO	Date Filed: December 23, 2004

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ     third-party tender offer subject to Rule 14d-1.

o     issuer tender offer subject to Rule 13e-4.

o     going-private transaction subject to Rule 13e-3.

þ     amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

^*    Estimated for purposes of calculating the amount of the filing fee only. The calculation of the estimated transaction value assumes the purchase of 13,821,679 shares of common stock and associated common stock purchase rights (collectively, the “Shares”), which is the number of Shares outstanding as of December 20, 2004, at the tender offer price of $5.60 per Share. The calculation also assumes payment for (i) 1,268,696 Shares, the estimated number of Shares underlying outstanding in-the-money options, at a price per share equal to the tender offer price of $5.60 less $2.97, the estimated average exercise price of the options, and (ii) 505,733 Shares, the estimated number of Shares underlying outstanding in-the-money warrants, at a price per share equal to the tender offer price of $5.60 less $1.36, the estimated average exercise price of the warrants.

^**    The amount of the filing fee, calculated in accordance with Fee Rate Advisory No. 6 for fiscal year 2005, equals $117.70

     This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Statement”), originally filed with the Securities and Exchange Commission on December 23, 2004, relating to the offer by SF Acquisition Co., a Minnesota corporation (“Purchaser”) and wholly owned subsidiary of Black Box Corporation, a Delaware corporation (“Black Box” or “Parent”), to purchase all of the issued and outstanding shares of common stock, $0.10 par value per share, of Norstan, Inc., a Minnesota corporation (“Norstan” or the “Company”), including any associated common stock purchase rights issued pursuant to the Amended and Restated Rights Agreement, dated as of April 1, 1998, between Norstan and Norwest Bank Minnesota, National Association, as amended, at a purchase price of $5.60 per share, net to the seller in cash and without interest thereon (and subject to applicable withholding taxes). The terms and conditions of such offer are described in the Offer to Purchase, dated December 23, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which have been filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Statement. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Statement.

Item 11. Additional Information.

     Items (a)(2) and (a)(3) of Item 11 are hereby amended and supplemented to include the following:

     On January 5, 2005, Black Box issued a press release announcing that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Offer was granted on January 4, 2005. A copy of the press release is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.

Item 12. Exhibits.

     (a)(5)(C)     Press Release dated January 5, 2005.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 5, 2005	BLACK BOX CORPORATION
	By:	/s/ Michael McAndrew Name: Michael McAndrew Its: Chief Financial Officer

EX-99.A.C

Exhibit (a)(5)(C)

Mike McAndrew, Chief Financial Officer
Black Box Corporation
(724) 873-6788
(724) 873-6799 (fax)
Email: investors@blackbox.com

FOR IMMEDIATE RELEASE

BLACK BOX CORPORATION
OBTAINS HSR CLEARANCE TO ACQUIRE NORSTAN, INC.

PITTSBURGH, PENNSYLVANIA, January 5, 2005 — Black Box Corporation (NASDAQ:BBOX) announced that early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to its intended acquisition of Norstan, Inc. (NASDAQ:NRRD), was granted on January 4, 2005. On December 23, 2004, Black Box, through a wholly-owned subsidiary, commenced an all-cash tender offer for all of the outstanding shares of common stock and associated common stock purchase rights of Norstan.

As previously reported, Black Box and Norstan have signed a definitive agreement for Black Box to acquire all of the outstanding shares of Norstan common stock for $5.60 per share in cash. The transaction will have an enterprise value of approximately $95 million based upon approximately 13.8 million outstanding shares of Norstan common stock, the net payment for cancellation of outstanding options and warrants, and the assumption of approximately $12.4 million in debt, net of cash, as of October 30, 2004.

Black Box’s tender offer is contingent upon various conditions, including the condition that not less than a majority of Norstan’s outstanding shares of common stock on a fully-diluted basis are validly tendered and not withdrawn. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, on January 24, 2005, unless extended. The complete terms and conditions of the offer are set forth in the Offer to Purchase, copies of which are available by contacting the information agent, Georgeson Shareholder Communications, Inc., toll-free at (877) 868-4997.

All of the executive officers and directors of Norstan, owning approximately 5% of the outstanding shares of common stock of Norstan, have entered into an agreement with Black Box in which they have agreed to tender their shares.

Additional Information

Norstan’s shareholders are encouraged to read the relevant tender offer documents (including the Offer to Purchase, Letter of Transmittal, Solicitation/Recommendation Statement of Norstan, and other documents) that were filed with the SEC on December 23, 2004, because they contain important information that Norstan’s shareholders should consider before tendering their shares. These documents are available free of charge on the SEC’s web site, www.sec.gov, and are also available free of charge by contacting the information agent, Georgeson Shareholder Communications, Inc., toll-free at (877) 868-4997.

The statement in this release regarding the scheduled expiration date of Black Box’s tender offer for the shares of common stock of Norstan is a forward-looking statement. Forward-looking statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, in the case of the scheduled expiration date of the tender offer, the failure of the tender offer conditions to be met on or before the scheduled expiration date of the offer. In addition, if the percentage of Norstan’s outstanding shares of common stock on a fully-diluted basis that are validly tendered and not withdrawn as of the scheduled expiration date is less than 90%, Black Box has the right to extend the offer for up to twenty business days even if all of the other conditions of the tender offer are met as of that date. Further explanation of the terms and conditions of the tender offer is set forth in the Offer to Purchase and related documents.

About Black Box

Black Box (NASDAQ:BBOX) is the world’s largest technical services company dedicated to designing, building, and maintaining today’s complicated network infrastructure systems. Black Box services 150,000 clients in 141 countries with 117 offices throughout the world. To learn more, visit the Black Box website at www.blackbox.com.

Black Box and the double diamond logo are registered trademarks of BB Technologies, Inc.

About Norstan

Norstan (NASDAQ:NRRD) is a full-service communications solutions company that delivers voice and data technologies and services and remanufactured equipment to corporate end-users and public sector companies. Norstan offers a full range of integrated technologies for converged solutions, customer contact

solutions, and ProtecNet® Life Cycle services. The company has offices located throughout the U.S. and Canada. To learn more, visit the Norstan website at www.norstan.com.

Norstan and ProtecNet are registered trademarks of Norstan, Inc.