Item 1. Security and Issuer.
The class of securities to which this statement relates is the common stock, no par value (the “Common Stock”), of Norsat International Inc., a company incorporated under the laws of British Columbia (the “Corporation”). The address of the Corporation’s principal executive offices is Suite 110, 4020 Viking Way, Richmond, B.C., Canada, V6V 2L4. Unless otherwise indicated, the information set forth herein has been adjusted to give retroactive effect to the Corporation’s consolidation of its Common Stocks on the basis of ten (10) pre-consolidation Common Stock for each one (1) post-consolidation Common Stock effected by the Corporation on January 21, 2015.
Item 2. Identity and Background.
(a) This statement is being filed by (i) Privet Fund Management LLC, a Delaware limited liability company, (ii) Privet Fund LP, a Delaware limited partnership and (iii) Ryan Levenson (“Mr. Levenson” and collectively with the foregoing persons are hereinafter referred to collectively as the “Reporting Persons”).
Mr. Levenson is the sole managing member of Privet Fund Management LLC, which is the general partner and investment manager of Privet Fund LP.
(b) The address of the principal offices of each of the Reporting Persons is 79 West Paces Ferry Road, Suite 200B, Atlanta, Georgia 30305.
(c) The principal business of Privet Fund Management LLC is providing administrative and management services to Privet Fund LP. The principal business of Privet Fund LP is that of private funds engaged in investment in securities for their own account. The principal occupation or employment of Mr. Levenson is manager of Privet Fund Management LLC.
(d) During the last 5 years, none of Privet Fund Management LLC, Privet Fund LP or Mr. Levenson has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last 5 years, none of Privet Fund Management LLC, Privet Fund LP or Mr. Levenson has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Levenson is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 876,566 shares of Common Stock (the “Shares”) beneficially owned by the Reporting Persons is approximately C$4,889,266 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.
SCHEDULE 13D
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CUSIP No. 656512209
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Page 6 of 10 Pages
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Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares for investment. The Reporting Persons purchased the Shares because they believed that the Shares may present significant opportunities for realization of increased stockholder value.
The Reporting Persons plan to continuously evaluate, among other factors, the financial condition, results of operations, business and prospects of the Corporation, the securities markets in general and the market for the Common Stock in particular, prevailing economic conditions and expected trends, all with a view to determining whether to hold, decrease or increase their investment in the Common Stock, through open market, privately negotiated or any other transactions.
Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4.
Except as set forth herein, the Reporting Persons have no specific present plans or proposals which would result in:
(a) the acquisition by any person of additional securities or the disposition of securities of the Corporation;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Corporation or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Corporation or any of its subsidiaries;
(d) any change in the present Board of Directors or management of the Corporation, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy of the Corporation;
(f) any other material change in the Corporation’s business or corporate structure;
(g) changes in the Corporation’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Corporation by any person;
(h) causing a class of securities of the Corporation to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Corporation becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
SCHEDULE 13D
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CUSIP No. 656512209
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Page 7 of 10 Pages
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Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, the Reporting Persons beneficially owned 876,566 shares, or approximately 15.0% of the outstanding Common Stock of the Corporation (calculated based on information included in the Form 8-A filed by the Corporation on February 4, 2015, which reported that 5,831,658 shares of Common Stock were outstanding as of February 3, 2015).
(b) Privet Fund Management LLC is the Managing Partner of Privet Fund LP, and Ryan Levenson is the sole managing member of Privet Fund Management LLC. Accordingly, Privet Fund Management LLC and Mr. Levenson may be deemed to hold shared voting power and dispositive power with respect to the Shares held by Privet Fund LP, and Mr. Levenson may be deemed to hold shared voting and dispositive power with respect to the Shares held by Privet Fund Management LLC.
As a result of the formation of a group constituted hereby, each of the Reporting Persons could be deemed to beneficially own all the Shares; however, each of the Reporting Persons disclaims beneficial ownership of the Shares held by other Reporting Persons except as expressly set forth above.
Except as set forth on the cover pages hereto and under this paragraph (b), each Reporting Person has the sole power to vote or direct the vote and to dispose or direct the disposition of the Shares reported herein as owned by each such Reporting Person.
(c) Except as set forth on Schedule 1 hereto, no transactions in the Common Stock were effected during the past 60 days by the Reporting Persons, or, to the best of the knowledge of the Reporting Persons, by any of the other persons named in response to Item 2, if any.
(d) To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.
Other than the Joint Filing Agreement filed as Exhibit 99.1 hereto, none of the Reporting Persons nor, to the best of their knowledge, any of the other persons named in response to Item 2, if any, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Corporation.
Item 7. Materials to be Filed as Exhibits.
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Exhibit 99.1
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Joint Filing Agreement.
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SCHEDULE 13D
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CUSIP No. 656512209
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Page 8 of 10 Pages
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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.
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Date: February 11, 2015
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PRIVET FUND LP
By: Privet Fund Management LLC,
Its Managing Partner
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
PRIVET FUND MANAGEMENT LLC
By: /s/ Ryan Levenson
Name: Ryan Levenson
Its: Sole Manager
/s/ Ryan Levenson
Ryan Levenson
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SCHEDULE 13D
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CUSIP No. 656512209
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Page 9 of 10 Pages
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SCHEDULE 1
Shares Acquired or Sold by the Reporting Persons in the Last 60 Days or Since Their Most Recent Schedule 13D Filing:
Unless otherwise indicated, all transactions were effected on the open market and reflect purchases made in Canadian Dollars (C$).
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Trade Date
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Nature of Transaction (Purchase/Sale)
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Number of Shares
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Price Per Share (1)
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12/29/2014
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Purchase
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3,750
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C$4.8830
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1/2/2015
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Purchase
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5,000
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C$5.0000
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1/5/2015
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Purchase
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27,650
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C$5.0000
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1/6/2015
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Purchase
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5,200
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C$5.1520
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1/7/2015
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Purchase
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1,100
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C$5.2640
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1/8/2015
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Purchase
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8,150
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C$5.2740
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1/9/2015
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Purchase
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10,750
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C$5.2740
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1/12/2015
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Purchase
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7,650
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C$5.3330
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1/13/2015
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Purchase
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1,900
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C$5.5470
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1/14/2015
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Purchase
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7,600
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C$5.5010
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1/15/2015
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Purchase
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4,750
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C$5.6710
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1/16/2015
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Purchase
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2,350
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C$4.7390
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1/20/2015
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Purchase
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8,750
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C$5.5930
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1/21/2015
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Purchase
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79,700
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C$5.3006
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1/22/2015
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Purchase
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37,400
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C$5.5600
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1/23/2015
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Purchase
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10,000
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C$5.6000
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1/26/2015
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Purchase
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17,000
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C$5.5989
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1/27/2015
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Purchase
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19,400
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C$5.5992
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SCHEDULE 13D
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CUSIP No. 656512209
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Page 10 of 10 Pages
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1/28/2015
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Purchase
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4,700
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C$6.0000
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1/29/2015
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Purchase
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9,600
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C$5.6178
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1/30/2015
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Purchase
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7,800
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C$5.7365
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2/2/2015
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Purchase
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16,900
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C$5.7959
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2/3/2015
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Purchase
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2,300
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C$5.8937
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2/4/2015
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Purchase
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1,000
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C$6.0290
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2.
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Privet Fund Management LLC
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Trade Date
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Nature of Transaction (Purchase/Sale)
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Number of Shares
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Price Per Share (1)
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12/29/2014
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Purchase
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2,500
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C$4.9000
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12/31/2014
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Purchase
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180
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C$4.9700
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1/2/2015
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Purchase
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1,070
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C$5.0500
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1 Not including any brokerage fees.