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 28, 2014 (November 28, 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 5.07 |
Submission of Matters to a Vote of Security Holders. |
On November 28, 2014,
Overland Storage, Inc. (the Company) held a Special Meeting of Shareholders (the Special Meeting) in San Jose, California. At the Special Meeting, the shareholders of the Company approved Proposals 1, 2, 3 and 4, each of
which is described in detail in the Companys definitive proxy statement dated November 6, 2014 for the Special Meeting. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present. Only
FOR and AGAINST votes were counted for purposes of determining the votes received in connection with each proposal.
The results are as follows:
Proposal 1 to approve the Agreement and Plan of Merger dated as of May 15, 2014 (as amended from time to time, the Merger
Agreement) by and among Sphere 3D Corporation, an Ontario corporation (Sphere 3D), S3D Acquisition Company, a California corporation and wholly-owned subsidiary of Sphere 3D (Merger Sub), and the Company, pursuant to
which Merger Sub will merge with and into the Company and Merger Sub will survive as a wholly-owned subsidiary of Sphere 3D.
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For |
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Against |
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Abstain |
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Broker Non-Vote |
13,091,105 |
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18,785 |
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2,256 |
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0 |
Proposal 2 to approve, on an advisory (non-binding) basis, the golden parachute compensation that
may become payable to the Companys named executive officers in connection with the merger as required by Item 402(t) of Regulation S-K and Section 14A(b) of the Exchange Act.
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For |
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Against |
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Abstain |
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Broker Non-Vote |
12,878,315 |
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227,114 |
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6,717 |
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0 |
Proposal 3 to approve any proposal to adjourn the Special Meeting to a later date or time, if necessary or
appropriate, to solicit additional proxies if there are an insufficient number of votes at the time of such adjournment to approve the merger agreement.
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For |
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Against |
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Abstain |
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Broker Non-Vote |
13,085,414 |
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19,305 |
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7,427 |
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0 |
Proposal 4 to approve such other business as may properly come before the Special Meeting (and any adjournment
or postponement thereof), including to consider any procedural matters incident to the conduct of the Special Meeting.
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For |
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Against |
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Abstain |
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Broker Non-Vote |
12,976,000 |
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129,880 |
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6,266 |
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0 |
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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Exhibit
Number |
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Description |
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99.1 |
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Press Release, dated November 28, 2014, entitled Overland Storage Announces Approval of Proposed Merger with Sphere 3D by the Shareholders of Overland. |
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 28, 2014 |
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/s/ Eric L. Kelly |
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Name: Eric L. Kelly Title: President and Chief
Executive Officer |
EXHIBIT INDEX
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Exhibit
Number |
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Description |
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99.1 |
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Press Release, dated November 28, 2014, entitled Overland Storage Announces Approval of Proposed Merger with Sphere 3D by the Shareholders of Overland. |
Exhibit 99.1
Overland Storage Announces Approval of Proposed Merger with Sphere 3D by the Shareholders of Overland
SAN DIEGO, Calif., November 28, 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 proposed merger between Overland and Sphere 3D Corporation (NASDAQ: ANY) (TSX-V: ANY), a
virtualization technology solution provider, has been approved by the shareholders of Overland at the special meeting of Overlands shareholders held on November 28, 2014. Over 99% of Overlands shares voted at the meeting were voted
in favor of approving the merger.
Overland and Sphere 3D publicly announced their proposed merger on May 15, 2014. Upon consummation of the merger,
following regulatory approval and the satisfaction of other conditions of the Merger Agreement, each outstanding share of Overland common stock will be exchanged for 0.46385 common shares of Sphere 3D, subject to certain potential adjustments as set
forth in the agreement. After completion of the merger, it is expected that current holders of Overland Shares will own approximately 28.8% of Sphere 3D on a fully diluted basis as a result of the exchange of shares in the merger. The merger is due
to be completed early next week.
About Overland Storage
Overland Storage (NASDAQ: OVRL) is a trusted global provider of unified data management and data protection solutions across the data lifecycle. Overland
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.
About Sphere 3D Corporation
Sphere 3D Corporation (TSX-V: ANY, NASDAQ:ANY) is a virtualization technology solution provider. Sphere 3Ds Glassware 2.0 platform delivers
virtualization of some of the most demanding applications in the marketplace today; making it easy to move applications from a physical PC or workstation to a virtual environment either on premise and/or from the cloud. Sphere 3Ds V3 Systems
division supplies the industrys first purpose built appliance for virtualization as well as the Desktop Cloud Orchestrator management software for VDI. Sphere 3D has announced its proposed merger with Overland Storage (NASDAQ: OVRL). This
alliance is intended to bring together next generation technologies for virtualization and end-to-end scalable storage offerings to enable the introduction of a number of converged solutions. For additional information visit www.sphere3d.com or
access the Companys public filings at www.sedar.com or www.sec.gov.
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.
Media Contact:
Pattie Adams
Director, Global Corporate Communications
+1 408/283-4779
padams@overlandstorage.com
Investor Relations
Contact:
Todd Kehrli or Jim Byers
MKR Group Inc.
323-468-2300
ovrl@mkr-group.com
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