OVRL (MM)

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. 333-178025)

Registration No. 333-178025

 

 

 

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)

 

 

 

California		95-3535285
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

9112 Spectrum Center Boulevard

San Diego, California 92123

(Address, Including Zip Code, of Principal Executive Offices)

 

 

2009 Equity Incentive Plan

2006 Employee Stock Purchase 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.

O’Melveny & 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):

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		x

 

 

 

---

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-178025) (the “Registration Statement”) of Overland Storage, Inc., a California corporation (the “Company”), which was filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2011. The Registration Statement registered the following: 3,200,000 shares of the Company’s 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); and 600,000 shares of the Company’s common stock, no par value per share, for issue pursuant to the 2006 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 Company’s common stock was converted into the right to receive 0.46385 shares of Parent’s 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.

 

---

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.

 

Signature		Title
/s/ Eric Kelly		Director, President, and Chief Executive Officer
Eric Kelly		(principal executive officer)
/s/ Kurt L. Kalbfleisch		Senior Vice President, Chief Financial Officer and Secretary
Kurt L. Kalbfleisch		(principal financial and accounting officer)
/s/ Peter Tassiopoulos		Director
Peter Tassiopoulos