Post-effective Amendment to an S-8 Filing (s-8 Pos)
13 Januar 2015 - 11:04PM
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. 333-173544)
Registration No. 333-173544
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)
Overland Storage, Inc. 2009 Equity Incentive Plan
Inducement Stock Option Grant to Geoff Barrall, dated March 11, 2010
Inducement Stock Option Grant to Martin Lynch, dated March 13, 2011
(Full Title of the Plan)
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. 333-173544) (the Registration Statement) of Overland Storage, Inc., a California corporation (the Company), which was filed
with the Securities and Exchange Commission (the SEC) on April 15, 2011. The Registration Statement registered the following: 3,276,149 shares of the Companys common stock, no par value per share, for issue pursuant to the
2009 Equity Incentive Plan (without giving effect to adjustments for stock splits or similar events occurring after the date such Registration Statement was filed); 218,356 shares of the Companys common stock, no par value per share, for issue
pursuant to the Inducement Stock Option Grant to Geoff Barrall (without giving effect to adjustments for stock splits or similar events occurring after the date such Registration Statement was filed); and 218,356 shares of the Companys common
stock, no par value per share, for issue pursuant to the Inducement Stock Option Grant to Martin Lynch (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 |
Name: |
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Eric Kelly |
Title: |
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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 |
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Director, President, and Chief Executive Officer |
Eric Kelly |
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(principal executive officer) |
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/s/ Kurt L. Kalbfleisch |
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Senior Vice President, Chief Financial Officer and Secretary |
Kurt L. Kalbfleisch |
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(principal financial and accounting officer) |
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/s/ Peter Tassiopoulos |
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Director |
Peter Tassiopoulos |
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