| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NORSTAN INC [ NRRD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/25/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/25/2005 | U | 15,295 | D | $5.6(1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (Right to Buy) | (2) | 01/25/2005 | D(2) | 27,050 | (2) | (2)(4) | Common Stock | 27,050 | (2) | 0 | D | ||||
| Employee Stock Options (Right to Buy) | (3) | 01/25/2005 | D(3) | 29,000 | (3) | (4) | Common Stock | 29,000 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. These options were cancelled pursuant to the Agreement and Plan of Merger dated as of 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 cancelled on the effective date of the merger without payment of any consideration therefor. These option were: on 6/8/95, 10,000 shares granted at $11.88 vesting in 5 equal annual installments beginning 6/8/96; on 12/14/99, 50 shares granted at $5.62 vesting fully upon grant; on 1/6/00, 1,500 shares granted at $5.73 vesting in three equal annual installments beginning 1/6/01; on 2/28/00, 2,500 shares granted at $7.25 vesting in three equal annual installments beginning 2/28/01; on 6/13/02, 3,000 shares granted at $5.65 vesting in three equal annual installments beginning 6/13/03 and on 6/13/02, 10,000 shares granted at $5.65 vesting in three equal annual installments beginning at issuance. |
| 3. 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 $64,620 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 pursuant to the Tender Offer. These options were: on 6/30/00, 3,000 shares were granted at $3.75 vesting over three equal annual installments beginning 6/30/01; on 3/20/01, 3,000 shares granted at $1.11 - 50% vesting upon grant, 25% vesting 3/20/02 and 25% vesting 3/20/03; on 2/9/04, 20,000 shares granted at $3.59 vesting over three equal annual installments beginning 2/9/05; on 6/5/03, 3,000 shares granted at $3.80 vesting over three equal annual installments beginning 6/5/04. |
| 4. These options expire ten years from the date of grant. |
| Remarks: |
| John E. Nardecchia as Attorney-in-fact for Steven D. Anderson | 01/27/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||