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 May 25, 2017

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 News Release dated May 25, 2017

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: May 25, 2017	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

For Immediate Release

NORSAT ANNOUNCES AMENDED OFFER FROM
HYTERA COMMUNICATIONS CO., LTD. TO BE ACQUIRED
FOR $11.25 USD PER SHARE

Vancouver, British Columbia – May 25, 2017 – Norsat International Inc. (“Norsat” or the “Company”) (TSX: NII and NYSE MKT: NSAT), a provider of unique and customized communication solutions for remote and challenging applications, today announced that further to its news releases of September 19, 2016, March 17, 2017, March 27, 2017, April 17, 2017, May 15, 2017 and May 18, 2017, the Special Committee comprising all of the Independent Directors of the Board of Directors, in consultation with the Company’s legal and financial advisors, have received, reviewed and considered an offer from Hytera to amend the terms of the existing Arrangement Agreement. The amended offer is to acquire the Company for cash consideration of US$11.25 per share, to increase both the Norsat and Hytera termination fees from US$2.0 million to US$2.5 million, respectively, and the removal of the condition that permitted Hytera to not close the transaction in the event that greater than 20% of Norsat Shareholders exercised their Dissent Rights. The Independent Directors have determined that based on the amended offer from Hytera, the Privet Proposal ceases to be a Superior Proposal, and subject to obtaining approval from the Industrial Technologies Office representing the Strategic Aerospace and Defence Initiative program will enter into an amendment of the Arrangement Agreement and implement the amended offer.

The Company intends to hold the previously scheduled Annual General and Special Meeting of Securityholders at the offices of Norsat International Inc. at Suite 110-4020 Viking Way, Richmond, B.C. V6V 2L4 on Monday May 29, 2017 at 2:00 pm (Pacific time), to attend to annual general meeting matters, such as (i) receiving the consolidated financial statements of the Company for the fiscal year ended December 31, 2016, together with the auditor’s report thereon; (ii) electing directors to the Board for the ensuing year; (iii) appointing auditors for the ensuing year and authorizing the directors to fix their remuneration; and then expects to adjourn the meeting thereafter to a date and time to be determined, to allow sufficient time to prepare and provide Securityholders with additional information related to the amended offer from Hytera.

At this time, there can be no assurance that the amended offer will lead to the execution of an amended arrangement agreement with Hytera, or that the transaction contemplated by Hytera will obtain all necessary approvals or be consummated.

About Norsat International Inc.

Founded in 1977, Norsat International Inc. is a provider of unique and customized communication solutions for remote and challenging applications. Norsat’s products and services include leading-edge product design and development, production, distribution and infield support and service of fly-away satellite terminals, microwave components, antennas, Radio Frequency (RF) conditioning products, maritime based satellite terminals and remote network connectivity solutions. More information is available at www.norsat.com, via email at investor@norsat.com or by phone at 1-604-821-2800.

Forward Looking Statements

The discussion and analysis of this news release contains forward-looking statements concerning anticipated developments in Norsat’s operations in future periods, the adequacy of its financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates”, “predicts,” “potential,” “targeted,” “plans,” “possible” and similar expressions, or statements that events, conditions or results “will,” “may”, “could” or “should” occur or be achieved. These forward-looking statements include, without limitation, statements about the proposed acquisition by Hytera, the upcoming Annual General and Special Meeting of Securityholders, the adequacy of available cash resources and other statements about future events or results. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, such as business and economic risks and uncertainties. The forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. Consequently, all forward-looking statements made in this news release are qualified by this cautionary statement and there can be no assurance that actual results or anticipated developments will be realized. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this news release and Norsat assumes no obligation to update or revise them to reflect new events or circumstances, other than as required by law.

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For further information, contact:

Dr. Amiee Chan	Mr. Arthur Chin
President & CEO	Chief Financial Officer
Tel: 604 821-2800	Tel: 604 821-2800
Email: achan@norsat.com	Email: achin@norsat.com

Shareholder contact:

Evolution Proxy, Inc.

1-844-226-3222 (North American Toll Free Number)

1-416-855-0238 (Outside North America)

info@evolutionproxy.com