Filing Details
- Accession Number:
- 0001571049-17-006432
- Form Type:
- 13D Filing
- Publication Date:
- 2017-06-30 16:01:21
- Filed By:
- Privet Fund Lp
- Company:
- Norsat International Inc.
- Filing Date:
- 2017-06-30
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Privet Fund | 0 | 1,015,320 | 0 | 1,015,320 | 1,015,320 | 17.4% |
| Privet Fund Management | 0 | 1,027,170 | 0 | 1,027,170 | 1,027,170 | 17.6% |
| Ryan Levenson | 0 | 1,027,170 | 0 | 1,027,170 | 1,027,170 | 17.6% |
| Privet Capital Investments I | 0 | 0 | 0 | 0 | 0 | 0% |
| IRIS Holdings | 0 | 0 | 0 | 0 | 0 | 0% |
| IRIS Holdings, Inc | 0 | 0 | 0 | 0 | 0 | 0% |
| IRIS Canada Acquisition Corp | 0 | 0 | 0 | 0 | 0 | 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
June 27, 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 11 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 PERSON | 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 11 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 PERSON | 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 11 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 PERSON | 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 11 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Capital Investments I, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) þ (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS OO | |
| 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 PERSON | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
| 14 | TYPE OF REPORTING PERSON PN |
SCHEDULE 13D
| CUSIP No. 656512209 | Page 6 of 11 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IRIS Holdings, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) þ (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS OO | |
| 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 PERSON | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
| 14 | TYPE OF REPORTING PERSON PN |
SCHEDULE 13D
| CUSIP No. 656512209 | Page 7 of 11 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IRIS Holdings, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) þ (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS OO | |
| 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 PERSON | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
| 14 | TYPE OF REPORTING PERSON CO |
SCHEDULE 13D
| CUSIP No. 656512209 | Page 8 of 11 Pages |
| 1 | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IRIS Canada Acquisition Corp. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
| |
| 4 | SOURCE OF FUNDS OO | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
| |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION British Columbia
| |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON | 7 | SOLE VOTING POWER 0 |
| 8 | SHARED VOTING POWER 0 | |
| 9 | SOLE DISPOSITIVE POWER 0 | |
| 10 | SHARED DISPOSITIVE POWER 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% |
| 14 | TYPE OF REPORTING PERSON CO |
SCHEDULE 13D
| CUSIP No. 656512209 | Page 9 of 11 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, September 19, 2016, March 17, 2017, April 17, 2017, May 18, 2017, and June 12, 2017 (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 “Norsat”). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. Unless otherwise indicated, all references to dollars or “$” refer to U.S. dollars.
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following:
On June 23, 2017, Norsat issued a press release announcing that securityholders of Norsat voted to approve the plan of arrangement pursuant to which Hytera Communications Co., Ltd. (“Hytera”) will acquire all the issued and outstanding shares of Norsat for $11.50 in cash per share by way of a court-approved plan of arrangement (the “Hytera Acquisition”). On June 27, 2017, Norsat issued a press release announcing that the Hytera Acquisition was approved by a final order of the Supreme Court of British Columbia. As a result, the Reporting Persons are no longer pursuing the acquisition of Norsat.
SCHEDULE 13D
| CUSIP No. 656512209 | Page 10 of 11 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: June 30, 2017 | PRIVET FUND LP |
| By: Privet Fund Management LLC, | ||
| its General Partner | ||
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Title: Managing Member | ||
| PRIVET FUND MANAGEMENT LLC |
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Title: Managing Member | ||
| /s/ Ryan Levenson | |
| Ryan Levenson |
| IRIS Holdings, LLC |
| By: Privet Fund Management LLC | |
| its Manager |
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Title: Managing Member | ||
| IRIS Holdings, Inc. | ||
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Title: President | ||
SCHEDULE 13D
| CUSIP No. 656512209 | Page 11 of 11 Pages |
| IRIS Canada Acquisition Corp. | ||
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Title: Director | ||
| PRIVET CAPITAL INVESTMENTS I, LP | ||
| By: Privet Fund Management LLC, | ||
| its General Partner | ||
| By: | /s/ Ryan Levenson | |
| Name: Ryan Levenson | ||
| Title: Managing Member | ||