UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Norsat International Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
656512209
(CUSIP Number)
Privet Fund LP
Attn: Ryan Levenson
79 West Paces Ferry Road, Suite 200B
Atlanta, GA 30305
With a copy to:
Rick Miller
Bryan Cave LLP
1201 W. Peachtree St., 14th Floor
Atlanta, GA 30309
Tel: (404) 572-6600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 16, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes).
SCHEDULE 13D
| CUSIP No. 656512209 | Page 2 of 6Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Fund LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)þ (b)¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH: | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 1,015,320 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,015,320 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,015,320 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARESþ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% |
| 14 | TYPE OF REPORTING PERSON PN |
SCHEDULE 13D
| CUSIP No. 656512209 | Page 3 of 6Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Fund Management LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)þ (b)¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS WC, AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH: | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 1,027,170 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,027,170 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,027,170 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% |
| 14 | TYPE OF REPORTING PERSON OO |
SCHEDULE 13D
| CUSIP No. 656512209 | Page 4 of 6Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ryan Levenson | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a)þ (b)¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH: | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 1,027,170 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 1,027,170 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,027,170 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% |
| 14 | TYPE OF REPORTING PERSON IN |
SCHEDULE 13D
| CUSIP No. 656512209 | Page 5 of 6Pages |
Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on February 11, 2015, as amended on March 31, 2015 and September 19, 2016 (the “Schedule 13D”), with respect to the common stock, no par value (the “Common Stock”), of Norsat International Inc., a company incorporated under the laws of British Columbia (the “Corporation”). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 16, 2017, the Reporting Persons submitted an updated, non-binding proposal (the “Proposal”) to the Corporation’s board of directors. Under the Proposal, the Reporting Persons propose to acquire, though a consensual, negotiated transaction, all of the outstanding Common Shares of the Corporation not already owned by the Reporting Persons for US $10.25 per share, in cash (the “Proposed Transaction”), representing a premium of 27% to the Corporation’s closing stock price of US $8.05 on March 15, 2017 and 62% to the unaffected closing price of the Corporation’s Common Stock on September 16, 2016, the business day prior to the disclosure of the Reporting Persons’ initial proposal and the Corporation’s public announcement of its retention of advisors to conduct a review of acquisition proposals.
The Proposal is non-binding and is subject to, among other things, satisfactory completion of a due diligence review of the Corporation, the receipt of financing by the Reporting Persons and the negotiation and execution of a mutually acceptable definitive agreement between the Reporting Persons and the Corporation.
The foregoing summary of certain provisions of the Proposal is not intended to be complete. References to the Proposal in this Schedule 13D are qualified in their entirety by reference to the Proposal itself, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference as if set forth in its entirety.
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated in its entirety to read as follows:
(a) As of the date of this filing, the Reporting Persons beneficially owned the Shares, or approximately 17.6% of the outstanding Common Stock of the Corporation (calculated based on information included in the Form 6-K filed by the Corporation on March 9, 2017, which reported that 5,848,808 shares of Common Stock were outstanding as of December 31, 2016).
| Item 7. | Materials to be Filed as Exhibits. |
Item 7 is hereby amended to add the following:
Exhibit 99.1 Updated, Non-Binding Proposal from the Reporting Persons to the Board of Directors of the Corporation dated March 16, 2017
SCHEDULE 13D
| CUSIP No. 656512209 | Page 6 of 6Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: March 17, 2017 | PRIVET FUND LP |
| By: Privet Fund Management LLC, | |
| its General Partner | |
| By:/s/ Ryan Levenson | |
| Name: Ryan Levenson | |
| Its: Managing Member | |
| PRIVET FUND MANAGEMENT LLC | |
| By: /s/ Ryan Levenson | |
| Name: Ryan Levenson | |
| Its: Managing Member | |
| /s/ Ryan Levenson | |
| Ryan Levenson |
