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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)....September 30, 1997
NORSTAN, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-8141 41-0835746
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
605 North Highway 169
Plymouth, MN 55441
Twelfth Floor
(Address of principal executive offices)
Registrant's telephone number, including area code ...(612) 513-4500
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On September 30, 1997, the Registrant, Norstan, Inc., a Minnesota
corporation ("Norstan"), completed the acquisition (the "Acquisition") of
Vadini, Inc. d/b/a PRIMA Consulting Inc., a privately held North Carolina
corporation ("PRIMA"), pursuant to that certain Amended and Restated Stock
Purchase Agreement, dated as of September 5, 1997, by and among Norstan, PRIMA
and Michael A. Vadini. PRIMA operates in the information technology consulting
business. PRIMA's consulting staff installs and customizes certain
collaborative computing solution software products designed to streamline
organization communications and workflow. PRIMA currently has 180 employees
working in offices located in Charlotte, Columbia, Greenville, Greensboro,
Richmond, Cincinnati, Columbus, Cleveland and Pittsburgh.
In connection with the Acquisition, Norstan paid purchase consideration,
compensation for noncompetition covenants and assumed certain liabilities for
compensation rights, all aggregating $27.5 million. Such amount includes
319,444 shares of Norstan Common Stock valued at $6,325,000 or $19.80 per
share, representing the average closing price for Norstan Common Stock on the
Nasdaq National Market during the twenty trading days ending on September 30,
1997. Norstan may also become obligated to pay up to an aggregate of
$3,500,000 in contingent compensation payments based upon the future operating
results of PRIMA during the succeeding three fiscal years.
Norstan Common Stock valued at $1,500,000 will be held in escrow for a
period of eighteen months to secure the seller's indemnity obligations under the
Stock Purchase Agreement. In addition, Norstan Common Stock valued at $975,000
will be held in escrow for a period of approximately 45 days to secure the
seller's post-closing covenant to maintain a specified minimum net worth on the
closing date.
Norstan financed the cash portion of the Acquisition through borrowings
under its existing credit facilities with First Bank National Association. The
terms of the Acquisition are more fully described in the Stock Purchase
Agreement which is filed as an exhibit herewith. The Registrant agrees to
furnish supplementally to the Commission a copy of any omitted schedule or
exhibit thereto upon its request.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements: Not Applicable
(b) Pro Forma Financial Statements: Not Applicable
(c) Exhibits. The following documents are filed as exhibits to this Form
8-K:
Exhibit No. Description
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2 Amended and Restated Stock Purchase Agreement, dated as of
September 5, 1997, by and among Norstan, Inc., Vadini, Inc. and
Michael A. Vadini.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: October 8, 1997 NORSTAN, INC.
By: /s/ Kenneth S. MacKenzie
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Its: Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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2 Amended and Restated Stock Purchase Agreement, dated as of
September 5, 1997, by and among Norstan, Inc., Vadini, Inc. and
Michael A. Vadini.
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