-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ML5OlqWb7npKMugeTgDy2EnhS9mwNPNj6DSelGU9isX4vZHYUPQnF7s5sHfb6gnI qoooRZVLfgjOf3NA7rNpkQ== 0001047469-98-006791.txt : 19980219 0001047469-98-006791.hdr.sgml : 19980219 ACCESSION NUMBER: 0001047469-98-006791 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980218 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORSTAN INC CENTRAL INDEX KEY: 0000072418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 410835746 STATE OF INCORPORATION: MN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-13354 FILM NUMBER: 98544449 BUSINESS ADDRESS: STREET 1: 605 N HIGHWAY 169 STREET 2: 12TH FL CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 6124201100 MAIL ADDRESS: STREET 1: NORSTAN INC STREET 2: 6900 WEDGEWOOD ROAD CITY: MAPLE GROVE STATE: MN ZIP: 55311 FORMER COMPANY: FORMER CONFORMED NAME: NORSTAN RESEARCH & DEVELOPMENT CO DATE OF NAME CHANGE: 19770926 FORMER COMPANY: FORMER CONFORMED NAME: NORSTAN MANUFACTURING CO INC DATE OF NAME CHANGE: 19750918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHEN RICHARD W CENTRAL INDEX KEY: 0000904657 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NORSTAN INC STREET 2: 605 N HIGHWAY 169 12TH FL CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 6125134500 MAIL ADDRESS: STREET 1: 605 N HIGHWAY 1699 STREET 2: 12TH FLOOR CITY: PLYMOUTH STATE: MN ZIP: 55441 SC 13D/A 1 SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) NORSTAN, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 656535-10-1 - -------------------------------------------------------------------------------- (CUSIP Number) RICHARD W. COHEN 605 N. HIGHWAY 169, 12TH FLOOR PLYMOUTH, MINNESOTA 55441 (612) 513-4500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 31, 1997 - -------------------------------------------------------------------------------- (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-l(b)(3) or (4), check the following box [ ]. 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. (Cover page continues on next page) Page 1 of 6 Pages SCHEDULE 13D - ------------------------------- ----------------------------------- CUSIP NO. 656535-10-1 PAGE 2 OF 6 PAGES --- --- - ------------------------------- ----------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Richard W. Cohen ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - -------------------------------------------------------------------------------- 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 of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 460,509 shares ----------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 53,246 shares ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 460,509 shares ----------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 53,246 shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,755 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 6 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.10 per share, of Norstan, Inc. ("Issuer"), a Minnesota corporation, having its principal executive offices at 605 N. Highway 169, 12th Floor, Plymouth, Minnesota 55441. ITEM 2. IDENTITY AND BACKGROUND. The name and business address of the Reporting Person is Richard W. Cohen, 605 N. Highway 169, 12th Floor, Plymouth, Minnesota 55441. Mr. Cohen is a director, Vice Chairman of the Board, Chief Financial Officer and Treasurer of the Issuer. Mr. Cohen has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Cohen is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. N/A ITEM 4. PURPOSE OF TRANSACTION. Mr. Cohen holds the Issuer's common stock for investment purposes. In January 1997, Mr. Cohen sold 10,000 shares of common stock on the open market. In May 1997, Mr. Cohen transferred by gift 7,034 shares of common stock to the Family Foundation, of which he is trustee. In June 1997, Mr. Cohen, as trustee of the Family Foundation, sold 2,000 shares of common stock on the open market. In June 1997, Mr. Cohen sold 5,000 shares of common stock on the open market. In August 1997, Mr. Cohen sold 7,500 shares of common stock on the open market. In September 1997, Mr. Cohen sold 2,500 shares of common stock on the open market. In October 1997, Mr. Cohen sold 6,000 shares of common stock on the open market. In October 1997, Mr. Cohen transferred by gift to a charitable organization 4,000 shares of common stock. In December 1997, Mr. Cohen transferred by gift to a charitable organization 2,300 shares of common stock. Mr. Cohen does not have any plans or proposals which relate to or would result in extraordinary corporate transactions affecting the Issuer, sale of its assets, changes in its board of directors or management, capitalization, dividend policy, business or corporate structure, charter or bylaws, or delisting of the Issuer's securities, termination of registration of the Issuer's securities or similar actions. Page 3 of 6 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) According to information provided by the Issuer, as of January 2, 1998, there were approximately 9,947,654 shares of the Issuer's common stock outstanding. Mr. Cohen, at the present time, beneficially owns an aggregate of 513,755 shares of the Issuer's common stock, constituting approximately 5.2% of the outstanding shares. (b) Mr. Cohen has sole voting power and sole dispositive power with respect to 460,509 shares, including 135,805 shares held by him directly, 76,956 shares held by him as custodian for his three minor children, 139,044 shares held by him as trustee for his three minor children, 78,770 shares held by him as trustee for his niece, and 29,934 shares held by him as trustee for his Family Foundation. Mr. Cohen has shared voting power and shared dispositive power with respect to 53,246 shares, including 25,646 shares owned by his spouse and 27,600 shares held by another as trustee for Mr. Cohen's three minor children. The filing of this statement shall not be construed as an admission that Mr. Cohen is, for the purpose of Section 13(d) or 13(g) of the Act or for any other purposes, the beneficial owner of securities held by or for the benefit of his spouse, children or niece, and any ownership interest in said securities is disclaimed. (c) Information with respect to transactions in the common stock of the Issuer that were effected during the last sixty (60) days by the Reporting Person is set forth below:
Shares Acquired Price Per Where Name of Person Date (Disposed) Share Transacted - -------------- ---- ---------- ------- ---------- Richard W. Cohen 12/31/97 (2,300) N/A (Note 1)
(1) Charitable gift. (d) Mr. Cohen's spouse, children and niece have the right to receive dividends from, or the proceeds from the sale of, the shares held by them or for their benefit. No such person has an interest which relates to more than 5% of the Issuer's common stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 4 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: February 16, 1998 By: /s/John E. Nardecchia, Attorney-In-Fact ---------------------------------------- Richard W. Cohen Page 5 of 6 Pages EX-24 2 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that I, Richard Cohen, hereby make, constitute, and appoint Jerry P. Lehrman, John E. Nardecchia and Robert J. Vold or any of them acting alone, with full power of substitution and revocation, my true and lawful attorney for me and in my name to prepare, execute and file with the Securities and Exchange Commission reports of my beneficial ownership of shares of common stock of Norstan, Inc., giving my said attorney full power and authority to do everything whatsoever necessary to be done in the premises as fully as I could do if personally present, and hereby ratify and confirm all that my said attorney or his substitute or substitutes shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of August, 1996. /s/ Richard Cohen ------------------------------------------------------- Richard Cohen Subscribed and sworn to before me this 5th day of August, 1996. Ruth E. Porter - -------------------- Notary Public [SEAL] Ruth E. Porter Notary Public - Minnesota Hennepin County My Commission Expires January 31, 2000 Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----