UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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)

September 16, 2016

(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 the Notes).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

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 (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 3 is hereby amended and restated in its entirety to read as follows:

The aggregate purchase price of the 1,027,170 shares of Common Stock (the “Shares”) beneficially owned by the Reporting Persons is approximately US $5,864,130 not including brokerage commissions, which was funded with partnership funds of Privet Fund LP and with assets under separately managed accounts with Privet Fund Management LLC. Privet Fund LP effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules, and the prime brokers’ credit policies.

Item 4 is hereby amended to add the following:

On September 16, 2016, the Reporting Persons submitted a preliminary, 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 $8.00 per share, in cash (the “Proposed Transaction”), representing a premium of 26% to the closing price of the Corporation’s Common Stock on September 15, 2016.

The Proposal also requested a period of 60 days during which the Corporation would deal exclusively with the Reporting Persons and during such period the Reporting Persons would (a) together with their financing sources, conduct customary due diligence on the Corporation, and (b) negotiate mutually acceptable definitive transaction agreements with respect to the Transaction that will provide for customary terms and conditions for transactions of this type.

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.

SCHEDULE 13D

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 August 4, 2016, which reported that 5,845,308 shares of Common Stock were outstanding as of June 30, 2016 and August 3, 2016).

Item 7 is hereby amended to add the following:

Exhibit 99.1     Preliminary, Non-Binding Proposal from the Reporting Persons to the Board of Directors of the Corporation dated September 16, 2016

SCHEDULE 13D

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.

Exhibit 99.1

September 16, 2016

CONFIDENTIAL
VIA EMAIL AND FEDEX

Members of the Board of Directors
Norsat International Inc.
Attention: Dr. Amiee Chan
Director, President and Chief Executive Officer
110-4020 Viking Way

Richmond, British Columbia

V6V 2L4 Canada

Dear Amiee and Members of the Board of Directors,

This letter expresses our interest in acquiring Norsat International Inc. (“Norsat” or the “Company”). The following “Indication of Interest” includes a preliminary, nonbinding proposal for an all-cash acquisition of Norsat by Privet Fund Management LLC (“Privet”) or a Privet affiliate. As you know, Privet is a significant shareholder of Norsat, and we appreciate the opportunity we have had to develop a deep understanding of Norsat in connection with that investment. We hope that you and the other members of the Board of Directors find this Indication of Interest compelling, and we look forward to working with you to complete a transaction.

Transaction Overview

We have reviewed the Company’s financial and other information, and we are prepared to pursue a consensual, negotiated transaction in which Privet, through a newly formed acquisition vehicle, would pay US$8.00 per share in cash to acquire 100% of the outstanding shares of the Company (the “Transaction”).

This price represents a 26% premium to the closing price of US$6.34 per share as of September 15, 2016 of the Company’s stock and a 28% premium to the 30-day volume-weighted average price of US$6.24 per share as of the same date. We believe this price represents a noteworthy premium to any price at which the Company’s stock has traded in the last five years. Furthermore, because the Company has over US$9 million of net cash, which can only be valued at cash, this proposed price really represents a 34% premium to the total enterprise value of the Company as of September 15, 2016. We believe that the substantial premium our proposal represents should be very compelling for the Company’s shareholders.

This non-binding Indication of Interest is contingent upon, among other things:

Overview of Privet

Privet was formed in 2007 to manage investment partnerships focused on investing in small capitalization companies across all levels of the capital structure.  Privet specializes in providing long-term, flexible capital solutions to complex transactions including restructurings, public to private acquisitions and special situations.  Our firm focuses on companies that possess strong fundamentals and that can capably navigate through market cycles.  We capitalize companies prudently to protect our downside risk and generate returns through operational execution and additive acquisitions. Privet has been a significant shareholder of the Company since 2014 and currently holds 1,027,170 shares of the Company’s common stock, representing approximately 17.6% of the total outstanding shares.

Due Diligence and Timing

We and our financing sources will require the opportunity to perform customary business and legal due diligence of the Company prior to entering into a definitive acquisition agreement. As a result of our ownership of the Company and our discussions with the Company’s management, we have developed a deep understanding of the Company. Given this knowledge of the business, we expect that the majority of our diligence will be confirmatory in nature and can be completed quickly.

If you are willing to move forward with the Transaction on the terms outlined in this Indication of Interest, we are prepared to commit the resources needed to complete due diligence, finalize financing arrangements and negotiate and enter into a definitive acquisition agreement. While we believe that we can work toward these goals expeditiously, pursuing a possible Transaction would require substantial effort and expense on the part of Privet. Therefore, Privet’s interest in pursuing a Transaction is conditioned upon the Company entering into exclusive negotiations with us. Accordingly, for a period of 60 days from our receipt of a fully executed copy of this Indication of Interest (the “Exclusivity Period”), the Company agrees to deal exclusively with Privet and to cooperate with it in connection with a possible Transaction. During the Exclusivity Period, the Company will not, nor will it permit any of its affiliates or its or their respective representatives, officers, directors, equity holders, employees or other agents to, initiate, solicit, negotiate, discuss, enter into any agreement with respect to, or provide any information to any third party with respect to, the potential sale of the Company (or any of its subsidiaries) or a substantial interest therein (or any other transaction that would be inconsistent with the Transaction), whether by sale of assets or stock, merger, recapitalization, reorganization or other transaction (each, an “Alternative Transaction”), or provide any information to any third party in connection with any Alternative Transaction. Consistent with the foregoing, the Company will immediately suspend any existing activities or discussions with all parties other than Privet regarding a potential sale of the Company. Further, the Company agrees that it will disclose to Privet any bona fide offers or inquiries that it receives regarding any Alternative Transaction during the Exclusivity Period.

Other than with respect to the foregoing paragraph, no binding obligation on the part of Privet or the Company shall arise with respect to this Indication of Interest or any possible Transaction unless and until a definitive acquisition agreement satisfactory to Privet and the Company is executed and delivered.

Bryan Cave LLP, our U.S. legal advisor, and SkyLaw Professional Corporation, our Canadian legal advisor, are prepared to assist us immediately in pursuing a possible Transaction. We would expect to negotiate a definitive agreement simultaneously with our due diligence process. We currently expect that the transaction would be a business combination by way of a plan of arrangement under the Business Corporations Act (British Columbia). We would prepare the initial draft of an arrangement agreement and provide it to you shortly after we begin the diligence process.

We very much hope that you and the rest of the Board of Directors find this Indication of Interest compelling for the Company’s shareholders, and we look forward to working with you on a friendly basis in connection with a possible Transaction. We are very serious about this Transaction and believe that it is in our mutual interest to proceed promptly.

We and our legal advisors are available to discuss this Indication of Interest at your convenience.

If you are in agreement with the terms set forth above and desire to proceed with a possible Transaction on that basis, please so indicate by executing a copy of this Indication of Interest and returning it to Privet no later than 5:00 p.m. Eastern time on September 19, 2016.

[Signatures appear on following page]

Please confirm your agreement with the foregoing by signing and returning a copy of this letter to the undersigned by mail, fax or email.