Post-effective Amendment to an S-8 Filing (s-8 Pos)
13 Januar 2015 - 10:59PM
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. 333-75060)
Registration No. 333-75060
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)
2000 STOCK
OPTION PLAN
2001 SUPPLEMENTAL STOCK OPTION 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. 333-75060) (the Registration Statement) of Overland Storage, Inc., a California
corporation (the Company), which was filed with the Securities and Exchange Commission (the SEC) on December 13, 2001. The Registration Statement registered the following: 1,000,000 shares of the Companys common
stock, no par value per share, for issue pursuant to the First Amendment to 2000 Stock Option Plan (without giving effect to adjustments for stock splits or similar events occurring after the date such Registration Statement was filed); and 175,000
shares of the Companys common stock, no par value per share, for issue pursuant to the 2001 Supplemental Stock Option 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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