-----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, DrBsojyXvCxyGWVAsCHoBCxlShUFVP/jzglubC3CcVNxIEuAVh9Cyw4rnlbeKh5p CnadhLYi8VRjZw+vjQJqiA== 0001200933-05-000001.txt : 20050127 0001200933-05-000001.hdr.sgml : 20050127 20050127170604 ACCESSION NUMBER: 0001200933-05-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050125 FILED AS OF DATE: 20050127 DATE AS OF CHANGE: 20050127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OUSLEY JAMES E CENTRAL INDEX KEY: 0001200933 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08141 FILM NUMBER: 05554611 MAIL ADDRESS: STREET 1: 18630 TEXAS AVE CITY: PRIOR LAKE STATE: MN ZIP: 55372 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 5101 SHADY OAK ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6123524000 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 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-01-25 1 0000072418 NORSTAN INC NRRD 0001200933 OUSLEY JAMES E 525 BOYNTON CANYON ROAD SEDONA AZ 86336 1 0 0 0 Common Stock 2005-01-25 4 U 0 1000 5.60 D 0 D Stock Option (Right to Buy) 2005-01-25 4 D 0 35000 D Common Stock 35000 0 D Disposed of pursuant to the Agreement and Plan of Merger dated as of December 20, 2004 between Black Box Corporation and Norstan, Inc. in exchange for $5.60 per share on the acceptance of the Tender Offer by Black Box Corporation. The options expire ten years from the date of grant except the option dated 9/15/2004 expires after seven years from the date of grant. These options were canceled pursuant to the Agreement and Plan of Merger dated as of December 20, 2004 between Black Box Corporation and Norstan, Inc. in exchange for a cash payment of $83,675 which represent the difference between the various exercise prices of the options and the $5.60 per share tender offer price paid by Black Box pursuant to the Tender Offer. These options include: 1) On 1/28/2003, 20,000 shares granted at $3.22 vesting 35% upon grant, 35% on 1/28/2004 and the remaining on 1/28/2005; 2) On 9/18/2003, 7,500 shares at $3.25 vesting upon grant; and 3) On 9/15/2004, 7,500 shares at $3.14 vesting upon grant. John Nardecchia Attorney-in-fact for James E. Ousley 2005-01-27 EX-24 2 ousley.txt POWER OF ATTORNEY Know All by These Presents, that I, James E. Ousley, hereby make, constitute, and appoint Jerry P. Lehrman, Robert J. Vold and John E. Nardecchia 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 15th day of September, 2004. /s/ James E. Ousley James E. Ousley Subscribed and sworn to before me this 15th day of September, 2004. /s/ Ruth E. Porter Notary Public Ruth E. Porter Notary Public Minnesota My Commission Expires 1-31-2005 -----END PRIVACY-ENHANCED MESSAGE-----