<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OCTOBER 15, 1997
REGISTRATION NO. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
NORSTAN, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
MINNESOTA 7385 41-0835746
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of incorporation or organization) Classification Code Number) identification number)
</TABLE>
605 NORTH HIGHWAY 169, TWELFTH FLOOR
PLYMOUTH, MINNESOTA 55441
(612) 513-4500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
COPY TO:
MR. KENNETH S. MACKENZIE PHILIP J. TILTON, ESQ.
NORSTAN, INC. MASLON EDELMAN BORMAN & BRAND, LLP
605 NORTH HIGHWAY 169, TWELFTH FLOOR 3300 NORWEST CENTER
PLYMOUTH, MINNESOTA 55441 MINNEAPOLIS, MINNESOTA 55402-4140
(612) 513-4500 (612) 672-8200
APPROXIMATE DATE OF THE COMMENCEMENT OF PROPOSED DISTRIBUTION: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 167,929 $23.00 $ 3,862,367 $1,170.41
</TABLE>
(1) Calculated pursuant to Rule 457(o) under the Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such state.
SUBJECT TO COMPLETION, DATED OCTOBER 15, 1997
PROSPECTUS
NORSTAN, INC.
167,929 SHARES OF COMMON STOCK
All of the shares of common stock of Norstan, Inc. (the "Company")
offered hereby were issued to the selling shareholder (the "Selling
Shareholder") in connection with the Company's September 30, 1997 acquisition
of Vadini, Inc., doing business as PRIMA Consulting Inc., including 119,277
shares currently held in escrow to support the Selling Shareholder's
indemnification obligations. See "Plan of Distribution." The Company will not
receive any of the proceeds for the sale of shares by the Selling Shareholder.
See "Use of Proceeds."
The Company's common stock (the "Common Stock") is listed on the
Nasdaq National Market under the symbol "NRRD." On October 14, 1997, the last
sale price for the Common Stock as reported on the Nasdaq National Market was
$24.25.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DESCRIPTION OF CERTAIN
FACTORS WHICH SHOULD BE CONSIDERED BY INVESTORS BEFORE PURCHASING THE
SECURITIES OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is October 15, 1997.
ADDITIONAL INFORMATION
This Prospectus is part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") which the Company has filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the securities offered hereby. This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to
the Registration Statement. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to herein are
not necessarily complete. With respect to each such contract, agreement or
other document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such
reference.
The Company is subject to the informational reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Commission. Such reports, proxy and information statements
and other information as well as the Registration Statement and Exhibits of
which this Prospectus is a part filed by the Company may be inspected and
copied at the public reference facilities of the Commission, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W.,
<PAGE> 3
Washington, DC 20549, as well as at the following Regional Offices: 7 World
Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street--Suite 1400, Chicago, Illinois 60661. Copies of such material can be
obtained from the Commission by mail at prescribed rates. Requests should be
directed to the Commission's Public Reference Section, Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Material filed by the
Company can also be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street N.W., Washington, D.C. 20006. The
Company is an electronic filer with the Commission pursuant to, and within the
meaning of, Rules 101 and 901 of Regulation S-T. The Commission maintains a
site on the World Wide Web that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The address of the Commission's site is:
http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference and made a part hereof:
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 1997;
(ii) the Company's Quarterly Report on Form 10-Q for the three
months ended August 2, 1997;
(iii) the Company's Current Report on Form 8-K dated September 30,
1997;
(iv) the Company's definitive proxy statement dated August 21,
1997; and
(v) the description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange
Act (and all amendments thereto and reports filed for the purpose of updating
such description).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Prospectus and prior to the termination of the offering described herein, shall
be deemed to be incorporated by reference in this Prospectus from the
respective dates those documents are filed. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents referred to above which have
been, or may be, incorporated in this Prospectus by reference, other than
exhibits to such documents. Request for such copies should be directed to Mr.
John Nardecchia, Norstan, Inc., 6900 Wedgwood Road, Suite 150, Maple Grove,
Minnesota 55311 (612) 420-1186.
2
<PAGE> 4
RISK FACTORS
Each prospective investor should carefully consider the following
factors, among others, prior to purchasing any of the securities offered
hereby.
Dependence on ROLM Company
Norstan, Inc. ("Norstan") has been a distributor of Siemens Business
Communication Systems, Inc. ("Siemens") communications equipment since 1976 and
is Siemens' largest independent distributor. Siemens is the third largest
manufacturer of PBX systems in the United States, accounting for an estimated
13% of United States sales of PBX systems in 1996, behind Lucent Technologies
and Nortel (formerly Northern Telecom) which accounted for an estimated 30% and
28%, respectively. In July 1993, Norstan executed a new distributor agreement
with Siemens, which has a term extending through July 1998 and automatically
renews for additional one-year periods, unless terminated upon 90 days' notice
prior to each renewal date. Pursuant to this agreement, Norstan is the
exclusive distributor of Siemens communications equipment in Minnesota,
Wisconsin, Iowa, North Dakota, South Dakota, Ohio, Kentucky, Arizona, New
Mexico, Oklahoma, Louisiana, Nevada, Texas, Arkansas, Mississippi, Florida,
Alabama, parts of Nebraska, as well as all of Canada. In the event this
agreement expires without renewal, Norstan is entitled to receive parts,
certain software upgrades and technical support for ten years to enable Norstan
to continue providing service to its customers with Siemens products. In
addition, Norstan and Siemens have an agreement under which Norstan is an
authorized agent for the refurbishment and sale of previously owned Siemens
equipment in the United States. This agreement also runs through July 1998.
Norstan and Siemens are currently negotiating a new agreement. Norstan
believes that any interruption of its business relationship with Siemens would
have a material adverse effect on its business. In addition, much of
Norstan's success is derived from market acceptance of Siemens' ROLM products.
These products compete with products of several other communications
manufacturers. Reduced market acceptance for ROLM products by reason of
competing products or otherwise could adversely affect Norstan's business,
operating results and financial condition.
Competition
The communications industry is intensely competitive and rapidly
changing. In general, Norstan competes on the basis of breadth of product
offering, system capability and reliability, service, support and price. Many
of Norstan's competitors, including AT&T and Lucent, the seven Regional Bell
Holding Companies (RHCs) and Nortel, have longer operating histories and
significantly greater financial, technical, sales, marketing and other
resources, as well as greater name recognition and larger distribution
networks, than Norstan. The passage of the Telecommunications Act of February
1996 has enabled a number of entities with greater resources to enter and
compete in industries from which they were previously precluded. Also, as a
result of this legislation, many business reorganizations are occurring. These
changes in the regulatory environment could potentially affect Norstan's
ability to compete successfully.
Norstan also competes with a number of companies offering data systems
integration services, many of which have greater financial and other resources
than Norstan. These companies could also attempt to increase their presence in
other segments of the communications market in which Norstan competes by
introducing additional products or services targeted for these market segments.
There can be no assurance that Norstan will be able to compete successfully or
that competition will not have a material adverse effect on Norstan's business,
operating results and financial condition.
3
<PAGE> 5
Technological Change and New Products
The market for Norstan's products and services is characterized by
technological change and frequent new product introductions. Accordingly,
Norstan believes that its future success will depend on its ability to identify
and incorporate in a timely manner enhancements to existing products and
services and new products that gain market acceptance. Although Norstan does
not manufacture any products, there can be no assurance that Norstan will be
able to identify, market or support new products successfully, that such new
products will gain market acceptance or that Norstan will be able to respond
effectively to technological change.
Growth Strategy
A major element of Norstan's strategy is to leverage and expand its
customer base by offering a range of communications products and services
incorporating voice, video and data. Norstan's ability to increase revenues in
future periods will depend to some extent on the success of its strategy to
serve as customers' single source provider of integrated communications
products and services. Many of Norstan's customers purchase communications
products and services from multiple vendors or on an unintegrated basis, and
there can be no assurance that customers will prefer to purchase such products
and services from a single source. To the extent that customers prefer to
purchase communications products and services from multiple vendors or on an
unintegrated basis, Norstan's ability to increase revenues may be adversely
affected.
Norstan's ability to achieve its strategy depends in part on
successfully acquiring complementary businesses that will facilitate the
provision of integrated communications products and services. To implement its
strategy, Norstan must also attract and retain additional personnel with the
highly specialized expertise necessary to provide, engineer, design and support
the integration of such products and services. There can be no assurance that
acquisition candidates will be available to Norstan on favorable terms or that
Norstan will be able to integrate successfully acquired businesses into
Norstan's existing operations. In addition, there can be no assurance that
Norstan will be able to attract and retain employees with the expertise
necessary to achieve Norstan's strategy. To the extent it is unable to do so,
Norstan's business, operating results and financial condition could be
adversely affected.
Minnesota Anti-Takeover Law; Shareholder Rights Agreement, Potential
Anti-Takeover Effect
Norstan is subject to Minnesota statutes regulating business
combinations and restricting voting rights of certain persons acquiring shares
of Norstan (the "Minnesota Anti-Takeover Statutes"). In addition, on May 17,
1988, Norstan adopted a shareholder rights agreement (the "Shareholder Rights
Agreement") providing for the issuance to shareholders of rights to purchase
additional shares of the Common Stock under certain circumstances. The
Shareholder Rights Agreement combined with the Minnesota Anti-Takeover Statutes
may render more difficult or tend to discourage a merger, tender offer or proxy
contest, the assumption of control by a holder of a large block of Norstan's
securities or the removal of incumbent management.
Restrictions on the Payment of Dividends
Norstan has not recently declared or paid any cash dividends on its
common stock and does not intend to pay cash dividends in the foreseeable
future. Norstan currently expects to retain earnings to
4
<PAGE> 6
finance expansion of its business. In addition, Norstan's current revolving
long-term credit agreement prohibits the payment of cash dividends without the
prior written consent of the lenders thereunder.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Shareholder.
SELLING SHAREHOLDER
The following table sets forth the number of shares of the Common
Stock owned by the Selling Shareholder as of the date hereof and after giving
effect to this offering. The Selling Shareholder is an accredited investor as
that term is defined in Regulation D promulgated under the Securities Act of
1933. The Company will not receive any proceeds from the sale of the Common
Stock by the Selling Shareholder.
<TABLE>
<CAPTION>
Shares Shares to Shares
Beneficially Owned be Sold Beneficially Owned
Prior to the Offering in the After the Offering
--------------------- ------------------
Name of Beneficial Owner Number Percentage Offering Number Percentage
- ------------------------ ------ ---------- -------- ------ ----------
<S> <C> <C> <C> <C> <C>
Michael A. Vadini 167,929 1.7% 167,929 ---- ---
</TABLE>
5
<PAGE> 7
PLAN OF DISTRIBUTION
All of the 167,929 shares of Common Stock offered hereby (the
"Shares") were issued to the Selling Shareholder in connection with the
Company's September 30, 1997 acquisition of Vadini, Inc., doing business as
PRIMA Consulting Inc. Included in the Shares are 119,277 shares of Common
Stock currently held in escrow (the "Escrow Account") to support the Selling
Shareholder's indemnification obligations. On or about November 15, 1997, up
to 46,988 shares may be released from the Escrow Account to the Selling
Shareholder, contingent upon the results of an audit of Vadini, Inc.'s balance
sheet as of September 30, 1997. An additional 36,144 shares of Common Stock
will be released from the Escrow Account to the Selling Shareholder on January
2, 1998. Subject to indemnification claims made by the Company, the remaining
36,145 shares of Common Stock currently held in the Escrow Account will be
released to the Selling Shareholder on or about March 31, 1999.
The Selling Shareholder and/or his pledgee, donee, transferee or other
successor in interest will sell the securities of the Company covered by this
Prospectus to the public on the over-the-counter market, or in negotiated
transactions, or otherwise, at prices and at terms then obtainable.
Brokers-dealers either may act as agents for the Selling Shareholder and/or his
pledgee, donee, transferee or other successor in interest for such commissions
as may be agreed upon at the time, or may purchase any of the securities
covered thereby as principals and thereafter may sell such securities from time
to time in the over-the-counter market or in negotiated transactions, or
otherwise, at prices and on terms then obtainable.
LEGAL MATTERS
Certain legal matters in connection with the validity of the
securities offered hereby will be passed upon for the Company by Maslon Edelman
Borman & Brand, LLP, Minneapolis, Minnesota.
EXPERTS
The consolidated financial statements of Norstan, Inc. as of April 30,
1997 and for the three years then ended incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
6
<PAGE> 8
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE NORSTAN, INC.
CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, 167,929
SUCH INFORMATION OR REPRESENTATIONS MUST NOT SHARES
BE RELIED UPON AS HAVING OF BEEN AUTHORIZED BY THE OF
COMPANY. THIS PROSPECTUS DOES NOT COMMON STOCK
CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF AN
OFFER TO BUY, ANY SECURITIES OFFERED HEREBY TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE PROSPECTUS
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
Additional information 1
Incorporation of certain 2
documents by reference
Risk factors 3
Use of proceeds 5
Selling shareholder 5
Plan of distribution 6
Legal matters 6
Experts 6
OCTOBER 15, 1997
7
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and
distribution of the securities registered hereby, other than underwriting
discounts and fees, are set forth in the following table:
Securities and Exchange Commission
registration fee $ 1,170
Accounting fees 2,000
Nasdaq listing fee 3,359
Legal fees and expenses 5,000
Miscellaneous 1,000
-------
Total $12,529
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorney's fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation. Subdivision 4 of Section 302A.521 of the Minnesota Statutes
provides that a company's articles of incorporation or bylaws may prohibit such
indemnification or place limits upon the same. The Company's articles and bylaws
do not include any such prohibition or limitation. As a result, the Company is
bound by the indemnification provisions set forth in Section 302A.521 of the
Minnesota Statutes.
As permitted by Section 302A.251 of the Minnesota Statutes, the
Articles of Incorporation of the Company provide that a director shall have no
personal liability to the Company and its shareholders for breach of his
fiduciary duty as a director, to the fullest extent permitted by law.
II-1
<PAGE> 10
ITEM 16. EXHIBITS.
NUMBER DESCRIPTION
5 Opinion of Maslon Edelman Borman & Brand, LLP
23(1) Consent of Arthur Andersen LLP
23(2) Consent of Maslon Edelman Borman & Brand, LLP (included in
Exhibit 5)
24 Power of Attorney (included on Page II-3)
________________
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the Prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
II-2
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Minneapolis, State of
Minnesota, on October 14, 1997.
NORSTAN, INC.
Registrant
By: /s/ David R. Richard
------------------------------------------
Name: David R. Richard
Title: President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Kenneth S. MacKenzie
------------------------------------------
Name: Kenneth S. MacKenzie
Title: Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and Accounting
Officer)
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David R. Richard and Kenneth S.
MacKenzie, each or either of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and to file the same with all exhibits thereto, and other documents
in connection therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 14th day of October, 1997
by the following persons in the capacities indicated:
SIGNATURE TITLE
/s/ Paul Baszucki Chairman of the Board of Directors
----------------------------------
Paul Baszucki
/s/ David R. Richard President, Chief Executive Officer
---------------------------------- (Principal Executive Officer) and
David R. Richard Director
II-3
<PAGE> 12
/s/ Richard Cohen Vice Chairman of the Board of Directors
--------------------------------
Richard Cohen
Director
--------------------------------
Connie M. Levi
Director
--------------------------------
Gerald D. Pint
Director
--------------------------------
Dr. Jagdish N. Sheth
/s/ Herbert F. Trader Director
--------------------------------
Herbert F. Trader
II-4
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF DOCUMENT PAGE NO.
<S> <C> <C>
5 Opinion of Maslon Edelman Borman & Brand, LLP.
23(1) Consent of Arthur Andersen LLP.
23(2) Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5).
24 Power of Attorney (included on Page II-3).
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5
October 15, 1997
Norstan, Inc.
605 North Highway 169
Twelfth Floor
Plymouth, Minnesota 55441
Gentlemen:
We have acted on behalf of Norstan, Inc., a Minnesota corporation (the
"Company") in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on October 15, 1997 relating to the
registration under the Securities Act of 1933, as amended, of 167,929 shares of
the Company's Common Stock, $.01 par value (the "Shares").
Upon examination of such corporate documents and records as we have
deemed necessary or advisable for the purposes hereof and including and in
reliance upon certain certificates by the Company, it is our opinion that:
1. The Company is a validly existing corporation in good standing
under the laws of the State of Minnesota.
2. The Shares have been duly authorized and are validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the references to our firm under the heading "Legal
Matters" in the Registration Statement.
Very truly yours,
/S/ Maslon Edelman Borman & Brand, LLP
II-6
<PAGE> 1
EXHIBIT 23(1)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 3, 1997
included in Norstan, Inc.'s Form 10-K for the year ended April 30, 1997 and to
all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota
October 15, 1997
II-7
