-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjO+JHqnMkGmUUOPItOukHS4z8H+00TawZDW20p8tlwfGrfVj48NVJOJJ8j12RGb EufFHPnMFQia77Ki05TGxg== 0000904659-05-000002.txt : 20050127 0000904659-05-000002.hdr.sgml : 20050127 20050127154633 ACCESSION NUMBER: 0000904659-05-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050125 FILED AS OF DATE: 20050127 DATE AS OF CHANGE: 20050127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BASZUCKI PAUL CENTRAL INDEX KEY: 0000904659 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08141 FILM NUMBER: 05553784 BUSINESS ADDRESS: BUSINESS PHONE: 6125134500 MAIL ADDRESS: STREET 1: 605 N HIGHWAY 169 STREET 2: 12TH FLOOR CITY: PLYMOUTH STATE: MN ZIP: 55441 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORSTAN INC CENTRAL INDEX KEY: 0000072418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 410835746 STATE OF INCORPORATION: MN FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 5101 SHADY OAK ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 6123524000 MAIL ADDRESS: STREET 1: NORSTAN INC STREET 2: 6900 WEDGEWOOD ROAD CITY: MAPLE GROVE STATE: MN ZIP: 55311 FORMER COMPANY: FORMER CONFORMED NAME: NORSTAN RESEARCH & DEVELOPMENT CO DATE OF NAME CHANGE: 19770926 FORMER COMPANY: FORMER CONFORMED NAME: NORSTAN MANUFACTURING CO INC DATE OF NAME CHANGE: 19750918 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-01-25 1 0000072418 NORSTAN INC NRRD 0000904659 BASZUCKI PAUL 5101 SHADY OAK ROAD MINNETONKA MN 55343 1 0 0 0 Common Stock 2005-01-25 4 U 0 423426 5.60 D 0 D Common Stock 2005-01-25 4 U 0 30944 5.60 D 0 I Trustee of Family Foundation Common Stock 2005-01-25 4 U 0 570 5.60 D 0 I By Spouse Stock Option (Right to Buy) 2005-01-25 4 D 0 222550 D Common Stock 222550 0 D Stock Option (Right to Buy) 2005-01-25 4 D 0 80000 D Common Stock 80000 0 D 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. 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 cancelled on the effective date of the merger without payment of any consideration thereof. These options were: on 9/26/1997, 25,000 shares granted at $20.06 vesting over five equal annual installments beginning 9/26/1998; on 8/7/1998, 40,000 shares granted at $20.72 vesting over four equal annual installments beginning 8/7/1999; On 12/1/1998, 20,000 shares granted at $15.47 vesting over four equal annual installments beginning 12/1/1999; on 12/14/1999, 50 shares granted at $5.62 vesting upon grant; on 1/6/2000, 100,000 shares granted at $5.73 vesting over three equal annual installments beginning 1/6/2001; on 6/13/2002, 37,500 shares granted at $5.65 vesting over three equal annual installments beginning 6/13/2003. 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. in exchange for a cash payment of $279,000 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 pursuant to the Tender Offer. These options were 1) On 6/30/2000, 10,000 shares granted at $3.75 vesting over three equal annual installments beginning 6/30/01; 2) On 3/20/2001, 50,000 shares granted at $1.11 vesting 50% upon grant, 25% on 3/20/02 and 25% on 3/20/03; 3)On 6/5/2003, 20,000 shares granted at $3.80 vesting over three equal annual installments beginning 6/5/04. These options expire ten years from grant date. John E. Nardecchia as Attorney-in-fact for Paul Baszucki 2005-01-27 EX-24 2 baszucki.txt POWER OF ATTORNEY Know All by These Presents, that I, Paul Baszucki, hereby make, constitute, and appoint Jerry P. Lehrman, Robert J. Vold and John E. Nardecchia or any of them acting alone, with full power of substitution and revocation, my true and lawful attorney for me and in my name to prepare, execute and file with the Securities and Exchange Commission reports of my beneficial ownership of shares of common stock of Norstan, Inc., giving my said attorney full power and authority to do everything whatsoever necessary to be done in the premises as fully as I could do if personally present, and hereby ratify and confirm all that my said attorney or his substitute or substitutes shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of October, 2004. /s/ Paul Baszucki Paul Baszucki Subscribed and sworn to before me this 14th day of October, 2004. /s/ Ruth E. Porter Notary Public Ruth E. Porter Notary Public - Minnesota My Commission Expires 1-31-2005 -----END PRIVACY-ENHANCED MESSAGE-----