SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

March 16, 2017

(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 6 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Privet Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                          ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,015,320
	9	SOLE DISPOSITIVE POWER 0
	10	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 6 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Privet Fund Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                          ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,027,170
	9	SOLE DISPOSITIVE POWER 0
	10	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 6 Pages    

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON  Ryan Levenson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) þ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                                          ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION    United States

NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 1,027,170
	9	SOLE DISPOSITIVE POWER 0
	10	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 6 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 and September 19, 2016 (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 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 16, 2017, the Reporting Persons submitted an updated, 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 $10.25 per share, in cash (the “Proposed Transaction”), representing a premium of 27% to the Corporation’s closing stock price of  US $8.05 on March 15, 2017 and 62% to the unaffected closing price of the Corporation’s Common Stock on September 16, 2016, the business day prior to the disclosure of the Reporting Persons’ initial proposal and the Corporation’s public announcement of its retention of advisors to conduct a review of acquisition proposals.

The Proposal is non-binding and is subject to, among other things, satisfactory completion of a due diligence review of the Corporation, the receipt of financing by the Reporting Persons and the negotiation and execution of a mutually acceptable definitive agreement between the Reporting Persons and the Corporation.

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.

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 March 9, 2017, which reported that 5,848,808 shares of Common Stock were outstanding as of December 31, 2016).

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended to add the following:

Exhibit 99.1     Updated, Non-Binding Proposal from the Reporting Persons to the Board of Directors of the Corporation dated March 16, 2017

SCHEDULE 13D

CUSIP No. 656512209 Page 6 of 6 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:  March 17, 2017	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

EX-99.1

Exhibit 99.1

 

March 16, 2017

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,

We continue to have sincere interest in leading a going-private transaction of Norsat International Inc. (“Norsat” or the “Company”). Subsequent to our most recent discussion with your financial advisor, in which we were encouraged to submit an updated written proposal, we are submitting this letter to supplement and replace our previous correspondence dated September 16, 2016. The following “Indication of Interest” includes a nonbinding proposal for an all-cash acquisition of Norsat by Privet Fund Management LLC (“Privet”) or a Privet affiliate. In light of the ongoing review process and improving fundamental outlook for the Company, we are confident that our increased consideration, coupled with our significant share ownership, continues to convey our seriousness in acquiring the Company. We would appreciate continued engagement from the Company and its advisors so that we can move expeditiously to work toward a definitive agreement.

Transaction Overview

We have reviewed the Company’s publicly disclosed financial information, and we are prepared to pursue a consensual, negotiated transaction in which Privet, through a newly formed acquisition vehicle, would pay US$10.25 per share in cash to acquire 100% of the outstanding shares of the Company that Privet does not already own (the “Transaction”).

This price represents a 27% premium to the Company’s closing stock price of US$8.05 on March 15, 2017 and a 62% premium to the unaffected closing price of the Company’s stock of US$6.34 per share as of September 16, 2016, the business day prior to the public disclosure of our initial Indication of Interest and the Company’s public announcement of its retention of advisors to conduct a review of acquisition proposals. We believe this price represents a noteworthy premium to any price at which the Company’s stock has traded in the last five years. 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:

i. satisfactory completion of our due diligence review of the Company;

ii. the receipt of financing for the Transaction; and

iii. the negotiation and execution of a mutually acceptable definitive acquisition agreement containing customary terms and conditions.

1 PRIVET FUND MANAGEMENT LLC    79 WEST PACES FERRY ROAD    SUITE 200B    ATLANTA GA    30305

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. As you know, we have already retained a financial advisor who has made substantial progress in assisting us to conduct financial due diligence and we expect that the majority of our remaining diligence will be confirmatory in nature and can be completed quickly. Further, we have been in discussions with multiple financing sources to secure the financing necessary to close the Transaction.

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. 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. Please do not hesitate to contact any of the individuals below should you need any additional information of clarification.

2 PRIVET FUND MANAGEMENT LLC    79 WEST PACES FERRY ROAD    SUITE 200B    ATLANTA GA    30305

Privet Fund Management LLC Ryan Levenson Managing Member 79 West Paces Ferry Road Suite 200-B Atlanta, GA 30305 Telephone: 404.419.2670 E-mail: ryanl@privetfund.com Bryan Cave LLP Rick Miller Partner 1201 W. Peachtree St., NW One Atlantic Center, 14^th Floor Atlanta, GA 30309 Telephone: 404.572.6787 E-mail: rick.miller@bryancave.com   SkyLaw Professional Corporation Kevin R. West Partner 3 Bridgman Avenue, Suite 204 Toronto, ON Canada  M5R 3V4 Telephone: 416.759.5299 E-mail: kevin.west@skylaw.ca

Sincerely,

 

Ryan Levenson

Managing Member

Privet Fund Management LLC

3 PRIVET FUND MANAGEMENT LLC    79 WEST PACES FERRY ROAD    SUITE 200B    ATLANTA GA    30305