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): February 28, 1999 NORSTAN, INC. (Exact name of registrant as specified in its charter) MINNESOTA 005-13354 41-0835746 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 605 NORTH HIGHWAY 169 TWELFTH FLOOR PLYMOUTH, MINNESOTA 55441 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (612) 513-4500 NOT APPLICABLE (Former name or former address, if changed since last report) Page 1 of 8 Exhibit Index Appears on Page 3 ITEM 5. OTHER EVENTS. Effective February 28, 1999, the Company entered into an amendment (the "Amendment") to the Amended and Restated Rights Agreement, dated as of April 1, 1998, between the Company and Norwest Bank Minnesota, N.A., as Rights Agent (as so amended, the "Agreement"). The sole change in the Agreement effected by the Amendment is a change to the definition of "Acquiring Person," which change increases, from 15% to 18%, the permitted holdings of any Person who, together with all Affiliates and Associates of such Person, as of February 28, 1999, was the Beneficial Owner of voting securities of the Company having 10% or more of the voting power of the Company. The foregoing description is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 4.1. The Registrant's Press Release dated April 20, 1999, which is filed as Exhibit 99.1 to this Form 8-K, is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 4.1 First Amendment to Amended and Restated Rights Agreement, dated as of February 28, 1999, between Norstan, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent. 99.1 Press Release dated April 20, 1999. SIGNATURE 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 hereunto duly authorized. NORSTAN, INC. (Registrant) Date: April 21, 1999 By: /s/ Kenneth S. MacKenzie ----------------------------------- Kenneth S. MacKenzie Chief Financial Officer 2 EXHIBIT INDEX Page Exhibit No. Description Number - ----------- ------------- -------- 4.1 First Amendment to Amended and Restated Rights 4 Agreement, dated as of February 28, 1999, between Norstan, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent. 99.1 Press Release dated April 20, 1999. 8 3