SC 13D/A 1 t1600588_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 2)

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

CUSIP No. 656512209

Page 2 of 7 Pages

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Privet Fund LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

SHARED VOTING POWER

1,015,320

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,015,320

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,015,320
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4%
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No. 656512209

Page 3 of 7 Pages

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Privet Fund Management LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

WC, AF

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

SHARED VOTING POWER

1,027,170

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,027,170

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,027,170
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 656512209

Page 4 of 7 Pages

NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ryan Levenson

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) þ

(b) ¨

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

SHARED VOTING POWER

1,027,170

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

1,027,170

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,027,170
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6%
14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP No. 656512209

Page 5 of 7 Pages

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.

Source and Amount of Funds or Other Consideration.

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.

Purpose of Transaction.

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

CUSIP No. 656512209

Page 6 of 7 Pages

Item 5.

Interest in Securities of the Issuer.

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.

Materials to be Filed as Exhibits.

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

CUSIP No. 656512209

Page 7 of 7 Pages

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.

Date: September 19, 2016	PRIVET FUND LP

	By: Privet Fund Management LLC,
	Its General Partner

	By: /s/ Ryan Levenson
	Name: Ryan Levenson
	Its: Managing Member

	PRIVET FUND MANAGEMENT LLC

	By: /s/ Ryan Levenson
	Name: Ryan Levenson
	Its: Managing Member

	/s/ Ryan Levenson
	Ryan Levenson