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)

 

 

 

California   000-22071   95-3535285

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(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

(Registrant’s 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 Company’s 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.

 

For    Against    Abstain    Broker Non-Vote

13,091,105

   18,785    2,256    0

Proposal 2 to approve, on an advisory (non-binding) basis, the “golden parachute” compensation that may become payable to the Company’s 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.

 

For    Against    Abstain    Broker Non-Vote

12,878,315

   227,114    6,717    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.

 

For    Against    Abstain    Broker Non-Vote

13,085,414

   19,305    7,427    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.

 

For    Against    Abstain    Broker Non-Vote

12,976,000

   129,880    6,266    0

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

Number

  

Description

99.1    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.

 

  OVERLAND STORAGE, INC.
Date: November 28, 2014  

 /s/ Eric L. Kelly

 

Name: Eric L. Kelly

Title: President and Chief Executive Officer


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    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

 

LOGO

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 Overland’s shareholders held on November 28, 2014. Over 99% of Overland’s 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 3D’s 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 3D’s V3 Systems division supplies the industry’s 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 Company’s 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 Overland’s business or Sphere 3D’s business; any failure to consummate the proposed merger between Overland and Sphere 3D; any increase in Sphere 3D or Overland’s 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 Overland’s 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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