Securities Registration: Employee Benefit Plan (s-8)
24 Luglio 2014 - 12:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 23, 2014
Registration No.
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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9112 Spectrum Center Boulevard
San Diego, California 92123
(Address, Including Zip Code, of Principal Executive Offices)
Overland Storage, Inc. 2009 Equity Incentive Plan
(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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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
þ
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CALCULATION OF REGISTRATION FEE
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Title of
Securities
To Be
Registered
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Amount
To Be
Registered
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Proposed
Maximum
Offering
Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount Of
Registration
Fee
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Common Stock, no par value, issuable under the 2009 Equity Incentive Plan
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1,400,000(1)(2)
shares
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$4.32(3)
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$6,048,000(3)
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$778.98(3)
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(1)
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This Registration Statement covers, in addition to the number of shares of common stock, no par value (the Common Stock), of Overland Storage, Inc., a California corporation (the Company or the
Registrant), stated above, options and other rights to purchase or acquire the shares of Common Stock covered by this Registration Statement and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities
Act), an additional indeterminate number of shares, options and rights that may be offered or issued pursuant to the Overland Storage, Inc. 2009 Equity Incentive Plan, as amended (the Plan). as a result of one or more adjustments
under the Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
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(2)
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Each share of Common Stock is accompanied by a common stock purchase right pursuant to the Shareholder Rights Agreement, dated August 22, 2005 and as subsequently amended, between the Company and Wells Fargo Bank,
N.A., as Rights Agent.
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(3)
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Pursuant to Securities Act Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee with respect to the Plan were calculated based upon the average of the high and low sales
prices of the Common Stock on July 22, 2014, as quoted on The Nasdaq Capital Market.
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The Exhibit Index for this
Registration Statement is at page 7.
EXPLANATORY NOTE
This Registration Statement is filed by the Company to register additional securities issuable pursuant to the Plan and consists of only those
items required by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Securities Act Rule 428(b)(1).
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
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Incorporation of Certain Documents by Reference
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The following documents of the Company
filed with the Securities and Exchange Commission (the Commission) are incorporated herein by reference:
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(a)
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The Companys Registration Statements on Form S-8, filed with the Commission on February 10, 2010 (Commission File No. 333-164846), April 15, 2011 (Commission File No. 333-173544) and
November 16, 2011 (Commission File No. 333-178025);
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(b)
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The Companys Annual Report on Form 10-K for its fiscal year ended June 30, 2013, filed with the Commission on September 18, 2013 (Commission File No. 000-22071);
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(c)
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The Companys Quarterly Reports on Form 10-Q for its fiscal quarters ended September 29, 2013, December 31, 2013 and March 31, 2014, filed with the Commission on November 13,
2013, February 13, 2014 and May 15, 2014, respectively (each, Commission File No. 000-22071);
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(d)
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The Companys Current Reports on Form 8-K, filed with the Commission on July 5, 2013, August 14, 2013, September 4, 2013 (with respect to Item 5.02 only), October 21,
2013, November 1, 2013 (with respect to Items 1.01, 3.02 and 5.07 only), November 8, 2013, January 22, 2014 (with respect to Items 1.01, 2.01, 3.02, 5.02, 5.03 and 5.07 only), March 24, 2014, March 24, 2014
(amending the Form 8-K originally filed with the Commission on June 19, 2013), March 28, 2014, April 4, 2014, April 9, 2014, May 15, 2014 (as amended by Form 8-K/A filed on May 19,
2014), May 15, 2014 (with respect to Item 5.07 only), May 19, 2014 (with respect to Item 8.01 only), May 29, 2014 (with respect to Item 8.01 only), and July 23, 2014 (each, Commission File No. 000-22071);
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(e)
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The description of the Companys Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on January 29, 1997 (Commission File No. 000-22071), and any other amendment or
report filed for the purpose of updating such description; and
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(f)
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The description of the Companys Common Stock Purchase Rights contained in its Registration Statement on Form 8-A filed with the Commission on August 26, 2005 (Commission File No. 000-22071), and any other
amendment or report filed for the purpose of updating such description.
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All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or
information deemed to have
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been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a
part of this Registration Statement.
Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
See the attached Exhibit Index at page 7, which is incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of
California, on July 23, 2014.
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OVERLAND STORAGE, INC.
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By:
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/s/ Eric L. Kelly
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Eric L. Kelly
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Eric L. Kelly and Kurt L. Kalbfleisch, and each of them, acting
individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Eric L. Kelly
Eric L. Kelly
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President, Chief Executive
Officer and Director
(Principal Executive Officer)
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July 23, 2014
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/s/ Kurt L. Kalbfleisch
Kurt L. Kalbfleisch
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Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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July 23, 2014
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/s/ Scott McClendon
Scott McClendon
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Chairman of the Board
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July 23, 2014
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5
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Signature
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Title
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Date
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/s/ Daniel J. Bordessa
Daniel J. Bordessa
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Director
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July 23, 2014
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/s/ Joseph A. De Perio
Joseph A. De Perio
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Director
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July 23, 2014
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/s/ Robert A. Degan
Robert A. Degan
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Director
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July 23, 2014
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/s/ Nils Hoff
Nils Hoff
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Director
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July 23, 2014
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/s/ Vivekanand Mahadevan
Vivekanand Mahadevan
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Director
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July 23, 2014
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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4.
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Overland Storage, Inc. 2009 Equity Incentive Plan. (Filed as Exhibit 10.4 to the Companys Current Report on Form 8-K, filed with the Commission on January 22, 2014 (Commission File No. 000-22071) and incorporated herein by
this reference.)
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5.
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Opinion of OMelveny & Myers LLP (opinion re legality).
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23.1
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Consent of Moss Adams LLP (consent of independent registered public accounting firm).
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23.2
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Consent of RSM Deutschland GmbH Wirtschaftsprüfungsgesellschaft (consent of independent registered public accounting firm).
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23.3
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Consent of Counsel (included in Exhibit 5).
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24.
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Power of Attorney (included in this Registration Statement under Signatures).
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Grafico Azioni Overland Storage (NASDAQ:OVRL)
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Da Giu 2024 a Lug 2024
Grafico Azioni Overland Storage (NASDAQ:OVRL)
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