4//SEC Filing
VAN BEUSEKOM ROGER D 4
Accession 0001209203-05-000003
CIK 0000072418other
Filed
Jan 26, 7:00 PM ET
Accepted
Jan 27, 4:07 PM ET
Size
14.4 KB
Accession
0001209203-05-000003
Insider Transaction Report
Form 4
NORSTAN INCNRRD
VAN BEUSEKOM ROGER D
SVP - Resale Services
Transactions
- Disposition from Tender
Common Stock
2005-01-25$5.60/sh−21,181$118,614→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2005-01-25−67,550→ 0 total→ Common Stock (67,550 underlying) - Disposition from Tender
Common Stock
2005-01-25$5.60/sh−93,475$523,460→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2005-01-25−66,000→ 0 total→ Common Stock (66,000 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 were canceled pursuant to the Agreement and Plan of Merger dated as December 20, 2004 between Black Box Corporation and Norstan, Inc. in exchange for a cash payment of $202,750 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, 6,000 shares granted at $3.75 vesting over three equal annual installments beginning 6/30/2001; 2) On 3/20/2001, 25,000 shares granted at $1.11 vesting 50% upon grant, 25% on 3/20/2002 and 25% on 3/20/2003; 3) On 6/5/2003, 15,000 shares granted at $3.80 vesting over three equal annual installments beginning 6/5/2004; 4) On 6/23/2004, 20,000 shares granted at $2.98 vesting in three equal installments on 4/29/2005, 6/23/2006 and 6/23/2007.
- [F3]These options were canceled pursuant to the Agreement and Plan of Merger dated as of 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 12/14/1999, 50 shares were granted at $5.62 which vested upon grant; 2) On 1/6/2000, 20,000 shares were granted at $5.73 which vested over three equal annual installments beginning on 1/6/2001; 3) On 6/13/2002, 25,000 shares were granted at $5.65 which vested over three equal annual installments beginning 6/13/2003; 4) On 6/13/2002, 22,500 shares were granted at $5.65 which vested over three equal annual installments beginning upon grant.
- [F4]These options expire ten years from the date of grant except for the option granted 6/23/2004 which expires seven years from the date of grant.
Documents
Issuer
NORSTAN INC
CIK 0000072418
Entity typeother
Related Parties
1- filerCIK 0001209203
Filing Metadata
- Form type
- 4
- Filed
- Jan 26, 7:00 PM ET
- Accepted
- Jan 27, 4:07 PM ET
- Size
- 14.4 KB