<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number:0-8141
------
NOTIFICATION OF LATE FILING
(Check One): X Form 10-K Form 11-K Form 20-F Form 10-Q
---- ---- ---- ----
Form N-SAR
----
For Period Ended: April 30, 2000
---------------------------
___ Transition Report on Form 10-K ___ Transition Report on Form 10-Q
___ Transition Report on Form 20-F ___ Transition Report on Form N-SAR
___ Transition Report on Form 11-K
For the Transition Period Ended: ____________________________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification
relates:____________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: NORSTAN, INC.
--------------------------------------------------------
Former name if applicable: NOT APPLICABLE
------------------------------------------------------
Address of principal executive
office: 5101 SHADY OAK ROAD, MINNETONKA, MINNESOTA 55343
------------------------------------------------
PART II
RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense.
X (b) The subject annual report, semi-annual report,
--- transition report on Form 10-K, 20-F, 11-K or Form
N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the
prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or
portion thereof will be file on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable. NOT APPLICABLE.
-1-
<PAGE>
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
THE COMPANY IS NOT ABLE TO FILE ITS FORM 10-K WITHIN THE PRESCRIBED
TIME PERIOD BECAUSE ARRANGEMENTS AND/OR COMMITMENTS RELATING TO THE
COMPANY'S LONG-TERM DEBT FINANCING WHICH ARE MATERIAL TO THE COMPANY'S
FINANCIAL STATEMENTS CANNOT BE RESOLVED UNTIL, AT THE EARLIEST, THE
WEEK OF JULY 31, 2000.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
Philip J. Tilton (612) 672-8357
---------------------------------------------------------------
(Name) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). X Yes No
--- ---
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? ). X Yes No
--- ---
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company will report on its Form 10-K a net loss of $68,949,000 for the
fiscal year ended April 30, 2000. During the year ended April 30, 1999, the
Company earned net income of $5,890,000. The significant change in the results
of the Company's operations is attributable to several factors. During fiscal
2000, Norstan wrote off approximately $32 million in goodwill arising in
connection with certain consulting firm acquisitions. In addition, the Company
experienced a 13.3 percent decrease in total revenues and its overall gross
margin declined from approximately 30 percent to 23 percent of revenues.
Norstan's selling, general and administrative expenses increased approximately
12 percent from $129 million to $144 million. All of the foregoing information
has been publicly reported through a press announcement released on June 22,
2000.
--------------------------------------------------------------------------------
NORSTAN, INC.
-------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: July 31, 2000 By: /s/ Richard Cohen
----------------------------- --------------------------------
Richard Cohen
Chief Financial Officer
-2-
