Post-effective Amendment to an S-8 Filing (s-8 Pos)
13 Januar 2015 - 10:52PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 13, 2015
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-41754)
Registration No. 333-41754
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
OVERLAND
STORAGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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California |
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95-3535285 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
9112 Spectrum Center Boulevard
San Diego, California 92123
(Address, Including Zip Code, of Principal Executive Offices)
FIRST AMENDMENT TO 1997 EXECUTIVE STOCK OPTION PLAN
SECOND AMENDMENT TO 1995 STOCK OPTION PLAN
FIRST AMENDMENT TO 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Eric L. Kelly
Chief Executive Officer
Overland Storage, Inc.
9112 Spectrum Center Boulevard
San Diego, California 92123
(858) 571-5555
(Name,
Address and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Warren T. Lazarow, Esq.
Paul Sieben, Esq.
OMelveny & Myers LLP
2765 Sand Hill Road
Menlo Park, California 94025
(650) 473-2600
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and
smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ |
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Smaller reporting company |
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x |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-41754) (the Registration
Statement) of Overland Storage, Inc., a California corporation (the Company), which was filed with the Securities and Exchange Commission (the SEC) on July 19, 2000. The Registration Statement registered the
following: 800,000 shares of the Companys common stock, no par value per share, for issue pursuant to the First Amendment to the 1997 Executive Stock Option Plan (without giving effect to adjustments for stock splits or similar events
occurring after the date such Registration Statement was filed); 863,370 shares of the Companys common stock, no par value per share, for issue pursuant to the Second Amendment to 1995 Stock Option Plan (without giving effect to adjustments
for stock splits or similar events occurring after the date such Registration Statement was filed); and 271,000 shares of the Companys common stock, no par value per share, for issue pursuant to the First Amendment to 1996 Employee Stock
Purchase Plan (without giving effect to adjustments for stock splits or similar events occurring after the date such Registration Statement was filed).
On December 1, 2014, pursuant to the Agreement and Plan of Merger among the Company, S3D Acquisition Company (Merger
Subsidiary), a California corporation, and Sphere 3D Corporation (Parent), an Ontario corporation, dated as of May 15, 2014 (the Merger Agreement), the Company merged with Merger Subsidiary, with the Company
surviving such merger as a wholly owned subsidiary of Parent (the Merger). As a result of the Merger, each issued and outstanding share of the Companys common stock was converted into the right to receive 0.46385 shares of
Parents common stock.
As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. The
Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to terminate the effectiveness of the Registration Statement and remove from registration any and all securities of the Company previously registered but unsold
under the Registration Statement as of the effective time of the Merger (the Plan Shares), in accordance with the undertakings made by the Company in Part II of the Registration Statement to remove from registration by means of a
post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. The Plan Shares are hereby deregistered.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on January 13, 2015.
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OVERLAND STORAGE, INC. |
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By: |
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/s/ Eric Kelly |
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Name: Eric Kelly |
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Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated below on January 13, 2015.
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Signature |
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Title |
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/s/ Eric Kelly
Eric Kelly |
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Director, President, and Chief Executive Officer
(principal executive officer) |
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/s/ Kurt L. Kalbfleisch
Kurt L. Kalbfleisch |
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Senior Vice President, Chief Financial Officer and Secretary
(principal financial and accounting officer) |
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/s/ Peter Tassiopoulos
Peter Tassiopoulos |
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Director |
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