6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 9, 2015

Commission File Number 000-126000

Norsat International Inc.
(Translation of registrant’s name into English)

Suite 110 – 4020 Viking Way, Richmond, BC, Canada, V6V 2L4
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ X ] Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [    ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [    ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Exhibit

99.1	Change of Auditor Notice
99.2	Letter from former auditor - Grant Thornton LLP
99.3	Letter from successor auditor - PricewaterhouseCoopers LLP

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Norsat International Inc.
		(Registrant)
Date: March 9, 2015	By:	Signed “Arthur Chin”
	Name:	Arthur Chin
	Title:	Chief Financial Officer

SEC 1815 (04-09) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

EX-99.1

Exhibit 99.1

TO:	British Columbia Securities Commission
	Ontario Securities Commission
AND TO:	Grant Thornton LLP
AND TO:	PricewaterhouseCoopers LLP

Dear Sirs / Mesdames:

Re: Change of Auditor Notice – Norsat International Inc. (the “Company”)

Pursuant to Section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”), the Company hereby gives notice of a change in auditor, as follows:

1.	On March 3, 2015, the Company determined it will not propose Grant Thornton LLP (the “Former Auditor”) for reappointment as the auditor of the Company on the expiry of its term of office at the Annual General Meeting of Shareholders of the Company (or any adjournment thereof) to be held on May 6, 2015 (the “Meeting”);
2.	The Company will propose that the shareholders of the Company appoint at the Meeting PricewaterhouseCoopers LLP (“PwC”) as independent auditor of the Company;
3.	The termination of the Former Auditor and the proposed appointment at the meeting of PwC have been considered and recommended by the Audit Committee of the Company’s Board of Directors and approved by the Board of Directors of the Company;
4.	The Former Auditor’s reports for the Company’s two most recently completed fiscal years, namely the fiscal years ending December 31, 2013 and December 31, 2014, did not express a modified opinion; and
5.	There have been no “reportable events” as defined in NI 51-102 involving the Company and the Former Auditor.

DATED this 5th day of March, 2015

Norsat International Inc.

“Arthur Chin”

Arthur Chin
Chief Financial Officer

1

 

EX-99.2

Exhibit 99.2

British Columbia Securities Commission	Grant Thornton LLP
Ontario Securities Commission	Suite 1600, Grant Thornton Place
	333 Seymour Street
	Vancouver, BC
	V6B 0A4
	T +1 604 687 2711
	F +1 604 685 6569
	www.GrantThornton.ca

March 6th, 2015

Dear Sirs/Mesdames:

Subject: Norsat International Inc. (the “Company”) - Notice of Change of Auditor

We are providing this letter as requested by the Company pursuant to SEction 4.11, paragraph (5)(a)(ii) of National Instruments 51-102. We refer to the Notice of Change of Auditor dated March 5, 2015 and prepared by the Company and delivered to us (the “Notice”). We have reviewed the Notice, and agree with the statements contained in the Notice.

We are providing this letter based on our knowledge as at the date of this letter.

Yours truly,
Grant Thornton LLP

Chartered accountants

Audit • Tax • Advisory
Grant Thornton LLP. A Canadian Member of Grant Thornton International Ltd

EX-99.3

Exhibit 99.3

March 6, 2015

To: British Columbia Securities Commission
Ontario Securities Commission

Re: Change of Auditor Notice – Norsat International Inc. (the Company)

We have read the statements made by Norsat International Inc. in the attached copy of change of auditor notice dated March 5, 2015 which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.

We agree with the statements in the change of auditor notice dated March 5, 2015.

Yours very truly,

(signed) PricewaterhouseCoopers LLP

Chartered Accountants

PricewaterhouseCoopers LLP

PricewaterhouseCoopers Place, 250 Howe Street, Suite 700, Vancouver, British Columbia, Canada V6C 3S7

T: +1 604 806 7000, F: +1 604 806 7806, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

TO:	British Columbia Securities Commission
	Ontario Securities Commission
AND TO:	Grant Thornton LLP
AND TO:	PricewaterhouseCoopers LLP

Dear Sirs / Mesdames:

Re: Change of Auditor Notice – Norsat International Inc. (the “Company”)

Pursuant to Section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”), the Company hereby gives notice of a change in auditor, as follows:

1.	On March 3, 2015, the Company determined it will not propose Grant Thornton LLP (the “Former Auditor”) for reappointment as the auditor of the Company on the expiry of its term of office at the Annual General Meeting of Shareholders of the Company (or any adjournment thereof) to be held on May 6, 2015 (the “Meeting”);
2.	The Company will propose that the shareholders of the Company appoint at the Meeting PricewaterhouseCoopers LLP (“PwC”) as independent auditor of the Company;
3.	The termination of the Former Auditor and the proposed appointment at the meeting of PwC have been considered and recommended by the Audit Committee of the Company’s Board of Directors and approved by the Board of Directors of the Company;
4.	The Former Auditor’s reports for the Company’s two most recently completed fiscal years, namely the fiscal years ending December 31, 2013 and December 31, 2014, did not express a modified opinion; and
5.	There have been no “reportable events” as defined in NI 51-102 involving the Company and the Former Auditor.

DATED this 5th day of March, 2015

Norsat International Inc.

“Arthur Chin”

Arthur Chin
Chief Financial Officer

1