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
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 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
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 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
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 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
REPORTING

PERSON
WITH:

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
REPORTING

PERSON
WITH:

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
REPORTING

PERSON
WITH:

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
REPORTING

PERSON
WITH:

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

 

 

 

 

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