-----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, GSsYG4RDdeub9eXUgHsMfYrYELfjXbs1e0dn5xU2aeiA2WVcETSSB8XL0zhoJ6PD b68ujFx4kpy8Ff/l2ZTXYA== 0001209197-05-000002.txt : 20050127 0001209197-05-000002.hdr.sgml : 20050127 20050127154936 ACCESSION NUMBER: 0001209197-05-000002 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: LAUGHLIN MICHAEL E CENTRAL INDEX KEY: 0001209197 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08141 FILM NUMBER: 05553814 BUSINESS ADDRESS: STREET 1: NORSTAN INC STREET 2: 5101 SHADY OAK RD. CITY: MINNETONKA STATE: MN ZIP: 55343 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 0001209197 LAUGHLIN MICHAEL E 5101 SHADY OAK ROAD MINNETONKA MN 55343 0 1 0 0 SVP Corp Customer Services Common Stock 2005-01-25 4 U 0 30805 5.60 D 0 D Employee Stock Option (Right to Buy) 2005-01-25 4 D 0 72500 D Common Stock 72500 0 D Employee Stock Option (Right to Buy) 2005-01-25 4 D 0 81300 D Common Stock 81300 0 D Disposed of pursuant to 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. These options expire ten years from the date of grant except for the option granted 6/23/2004 which expires seven years from date of grant. These options were canceled pursuant to the Agreement and Plan of Merger dated December 20, 2004 between Black Box Corporation and Norstan, Inc. in exchange for a cash payment of $214,525 which represents the difference between the various exercise prices of the options and the $5.60 per share tender offer price paid by Black Box Corporation pursuant to the Tender Offer. These options were: 1) On 6/30/2000, 7,500 shares were granted at $3.75 vesting over three equal annual installments beginning 6/30/2001; 2) On 3/20/2001, 25,000 shares were granted at $1.11 - 50% vested upon grant, 25% vested on 3/20/2002 and 25% vested on 3/20/2003; 3) On 6/5/2003, 20,000 shares at $3.80 vesting over three equal annual installments beginning 6/5/2004 and 4) On 6/23/2004, 20,000 shares at $2.98 vesting over three equal annual installments on 4/29/2005, 6/23/2006 and 6/23/2007. These options were canceled pursuant to the Agreement and Plan of Merger dated December 20, 2004 between Black Box Corporation and Norstan, Inc.. These options had various exercise prices each greater than the $5.60 per share Tender Offer price and were thus canceled on the effective date of the merger without payment of any consideration therefor. These options were: 1) On 6/8/1995, 10,000 shares at $11.88 vesting over five equal annual installments beginning 6/8/1996; 2) On 12/14/1999, 50 shares at $5.62 vesting upon grant; 3) On 1/6/2000, 20,000 shares at $5.73 vesting in three equal annual installments beginning 1/6/2001; 4) On 6/13/2002, 40,000 shares at $5.65 vesting over three equal annual installments beginning 6/13/2003; and 5) On 6/13/2002, 11,250 shares at $5.65 vesting over three equal annual installments beginning upon grant. John E. Nardecchia as attorney-in-fact for Michael E. Laughlin 2005-01-27 EX-24 2 laughlin.txt POWER OF ATTORNEY Know All by These Presents, that I, Michael E. Laughlin, 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 January, 2004. /s/ Michael E. Laughlin Michael E. Laughlin Subscribed and sworn to before me this 5th day of January, 2004. /s/ Ruth E. Porter Notary Public Ruth E. Porter Notary Public - Minnesota My Commission Expires 1-31-2005 -----END PRIVACY-ENHANCED MESSAGE-----