UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 10, 2014 (November 10, 2014)
OVERLAND STORAGE, INC.
(Exact name of registrant as specified in its charter)
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California |
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000-22071 |
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95-3535285 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
9112 Spectrum Center Boulevard, San Diego, California 92123
(Address of principal executive offices, including zip code)
(858) 571-5555
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
A copy of a press release issued by Overland Storage, Inc. (the Company) on November 10, 2014, is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information
This communication may be deemed to be solicitation material in respect of the proposed combination of the Company and Sphere 3D Corporation
(Sphere). In connection with the proposed business combination, Sphere has filed relevant materials with the SEC, including a registration statement on Form F-4/A that includes a proxy statement of the Company that also constitutes a
prospectus of the Sphere. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND THE PROXY STATEMENT AND PROSPECTUS INCLUDED THEREIN, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders are able to obtain the documents free of charge at the SECs web site, http://www.sec.gov, and the Companys stockholders will receive the proxy statement for free
from the Company.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Safe Harbor Statement
This Current Report on Form 8-K contains forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to
predict. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties including, without limitation, unforeseen changes in the course of the
Companys business or Spheres business; any failure to consummate the proposed merger between the Company and Sphere; any increase in Sphere or the Companys cash needs; possible actions by customers, suppliers, competitors or
regulatory authorities with respect to the Company or Sphere; other risks detailed in the Form F-4/A filed by Sphere with the SEC and the proxy statement of the Company included therein; and other risks detailed from time to time in the
Companys periodic reports filed with the SEC. The Company undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future
developments or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit Number |
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Description |
99.1 |
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Press Release issued by the Company, dated November 10, 2014 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
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OVERLAND STORAGE, INC. |
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Date: November 10, 2014 |
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/s/ Kurt L. Kalbfleisch |
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Name: Kurt L. Kalbfleisch Title: Senior Vice
President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number |
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Description |
99.1 |
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Press Release issued by the Company, dated November 10, 2014 |
Exhibit 99.1
Overland Storage Announces Sphere 3D Registration Statement Declared Effective by Securities and Exchange
Commission
SAN DIEGO, Calif., November 10, 2014 Overland Storage®, Inc.
(NASDAQ:OVRL), a trusted global provider of unified data management and data protection solutions across the data lifecycle, today announced that the Registration Statement on Form F-4/A registration statement filed by Sphere 3D Corporation
(NASDAQ:ANY and TSX-V:ANY) has been declared effective by the Securities and Exchange Commission (SEC). Overlands board of directors previously unanimously adopted and approved an Agreement and Plan of Merger between Sphere 3D and Overland
Storage, and shareholders will be asked to approve the merger at a meeting of shareholders on November 28, 2014. Certain Overland Storage shareholders holding approximately 65% of the outstanding Overland shares have agreed, pursuant to voting
agreements, to vote their shares in favor of the merger, and as a result Overland expects the merger to be approved at the shareholder meeting, and completed during the first week in December. The Notice to Shareholders and Proxy Statement relating
to the shareholder meeting was filed with the SEC on November 7, 2014 and is posted at http://bit.ly/13Tr6z0.
About Overland Storage
Overland Storage is a trusted global provider of unified data management and data protection solutions across the data lifecycle. The Company delivers
one of the most extensive and complementary product portfolios and service offerings in the industry. By providing an integrated range of technologies and services for primary, nearline, offline, and archival data storage, Overland Storage and
Tandberg Data, a wholly-owned subsidiary of Overland, make it easy and cost-effective to manage different tiers of information over the data lifecycle, whether distributed data is across the hall or across the globe. Overland Storage and Tandberg
Data solutions are available through a select network of value-added resellers and system integrators. For more information, visit www.overlandstorage.com or www.tandbergdata.com.
Overland Storage and the Overland logo are trademarks of Overland Storage, Inc., and Tandberg Data is a trademark of Tandberg Data Holdings, S.à
r.l. that may be registered in some jurisdictions. All other trademarks are the property of their respective owners.
Additional Information
This communication may be deemed to be solicitation material in respect of the proposed combination of Overland Storage, Inc. and Sphere 3D
Corporation. In connection with the proposed business combination, Sphere 3D has filed relevant materials with the SEC, including a registration statement on Form F-4/A that includes a proxy statement of Overland that also constitutes a prospectus
of Sphere 3D. SHAREHOLDERS OF OVERLAND ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENT AND THE PROXY STATEMENT AND PROSPECTUS INCLUDED THEREIN, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders are able to obtain the documents free of charge at the SECs web site, http://www.sec.gov, and Overlands shareholders will receive the proxy statement for free from Overland.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Safe Harbor Statement
This press release contains forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Actual results and the
timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks and uncertainties including, without limitation, unforeseen changes in the course of Overlands business or Sphere 3Ds
business; any failure to consummate the proposed merger between Overland and Sphere 3D; any increase in Sphere 3D or Overlands cash needs; possible actions by customers, suppliers, competitors or regulatory authorities with respect to Overland
or Sphere 3D; other risks detailed in the Form F-4/A filed by Sphere 3D with the SEC and the proxy statement of Overland included therein; and other risks detailed from time to time in Overlands periodic reports filed with the SEC. Overland
undertakes no obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Contact:
Pattie Adams
Director, Global Corporate Communications
+1 408/283-4779
padams@overlandstorage.com
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