4//SEC Filing
LAUGHLIN MICHAEL E 4
Accession 0001209197-05-000002
CIK 0000072418other
Filed
Jan 26, 7:00 PM ET
Accepted
Jan 27, 3:49 PM ET
Size
12.9 KB
Accession
0001209197-05-000002
Insider Transaction Report
Form 4
NORSTAN INCNRRD
LAUGHLIN MICHAEL E
SVP Corp Customer Services
Transactions
- Disposition from Tender
Common Stock
2005-01-25$5.60/sh−30,805$172,508→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2005-01-25−81,300→ 0 total→ Common Stock (81,300 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2005-01-25−72,500→ 0 total→ Common Stock (72,500 underlying)
Footnotes (4)
- [F1]Disposed of pursuant to Agreement and Plan of Merger dated as of December 20, 2004 between Black Box Corporation and Norstan, Inc. in exchange for $5.60 per share on the acceptance of the Tender Offer by Black Box Corporation.
- [F2]These options expire ten years from the date of grant except for the option granted 6/23/2004 which expires seven years from date of grant.
- [F3]These options were canceled pursuant to the Agreement and Plan of Merger dated December 20, 2004 between Black Box Corporation and Norstan, Inc. in exchange for a cash payment of $214,525 which represents the difference between the various exercise prices of the options and the $5.60 per share tender offer price paid by Black Box Corporation pursuant to the Tender Offer. These options were: 1) On 6/30/2000, 7,500 shares were granted at $3.75 vesting over three equal annual installments beginning 6/30/2001; 2) On 3/20/2001, 25,000 shares were granted at $1.11 - 50% vested upon grant, 25% vested on 3/20/2002 and 25% vested on 3/20/2003; 3) On 6/5/2003, 20,000 shares at $3.80 vesting over three equal annual installments beginning 6/5/2004 and 4) On 6/23/2004, 20,000 shares at $2.98 vesting over three equal annual installments on 4/29/2005, 6/23/2006 and 6/23/2007.
- [F4]These options were canceled pursuant to the Agreement and Plan of Merger dated December 20, 2004 between Black Box Corporation and Norstan, Inc.. These options had various exercise prices each greater than the $5.60 per share Tender Offer price and were thus canceled on the effective date of the merger without payment of any consideration therefor. These options were: 1) On 6/8/1995, 10,000 shares at $11.88 vesting over five equal annual installments beginning 6/8/1996; 2) On 12/14/1999, 50 shares at $5.62 vesting upon grant; 3) On 1/6/2000, 20,000 shares at $5.73 vesting in three equal annual installments beginning 1/6/2001; 4) On 6/13/2002, 40,000 shares at $5.65 vesting over three equal annual installments beginning 6/13/2003; and 5) On 6/13/2002, 11,250 shares at $5.65 vesting over three equal annual installments beginning upon grant.
Documents
Issuer
NORSTAN INC
CIK 0000072418
Entity typeother
Related Parties
1- filerCIK 0001209197
Filing Metadata
- Form type
- 4
- Filed
- Jan 26, 7:00 PM ET
- Accepted
- Jan 27, 3:49 PM ET
- Size
- 12.9 KB