VOLD ROBERT J 4
4 · NORSTAN INC · Filed Jan 27, 2005
Insider Transaction Report
Form 4
NORSTAN INCNRRD
VOLD ROBERT J
SVP and CFO
Transactions
- Disposition from Tender
Common Stock
2005-01-25$5.60/sh−29,801$166,886→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2005-01-25−12,550→ 0 total→ Common Stock (12,550 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2005-01-25−60,250→ 0 total→ Common Stock (60,250 underlying)
Footnotes (4)
- [F1]Disposal 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.
- [F2]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 $136,272.50 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 Corporation pursuant to the Tender Offer. These options were: 6/30/2000 2,000 shares granted at $3.75 vesting in three equal annual installments beginning 6/30/2001; 3/20/2001, 5,000 shares granted at $1.11 vesting 50% upon grant, 25% on 3/20/2002 and 25% on 3/20/2003; These remaining options vest in three equal annual installments: On 6/6/2001, 5,000 shares granted at $2.55 beginning 6/6/2002; On 7/19/2002, 8,250 shares granted at $3.67 beginning upon grant; On 7/19/2002, 5,000 shares granted at $3.67 beginning 7/19/2003;On 6/5/2003, 5,000 shares granted at $3.80 beginning 6/5/2004 and 2/9/04 30,000 shares granted at $3.59 beginning 2/9/05.
- [F3]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 with payment of any consideration therefor. These options were: 1) On 6/8/1995, 5,000 shares granted at $11.88 vesting over five equal annual installments beginning 6/8/1996; 2) On 6/9/1999, 1,500 shares granted at $11.44 vesting over four equal annual installments beginning 6/9/2000; 3) On 12/14/1999, 50 shares granted at $5.62 which vested upon grant; and 4) On 1/6/2000, 6,000 shares granted at $5.73 vesting over three equal annual installments beginning 1/6/2001.
- [F4]These options expire ten years from the date of grant.