UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 8, 2009
OVERLAND STORAGE, INC.
(Exact Name of Registrant as Specified in Charter)
| California | 000-22071 | 95-3535285 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4820 Overland Avenue, San Diego, California 92123
(Address of Principal Executive Offices)
(858) 571-5555
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 3.03 | Material Modification to Rights of Security Holders. |
On December 8, 2009, Overland Storage, Inc. (the “Company”) filed a certificate of amendment to the Company’s amended and restated articles of incorporation which effected a reverse stock split of the Company’s common stock at a reverse split ratio of one share for three shares. A reverse stock split in a ratio to be approved by the Board of Directors between one-for-two and one-for-ten was approved by the Company’s shareholders at the Company’s annual shareholders meeting held on December 9, 2008, and the proposal for the reverse stock split was included in the Company’s proxy statement dated October 27, 2008 mailed in connection with such meeting. The Company’s board of directors approved and authorized the reverse stock split ratio of one-for-three on November 14, 2009.
Immediately following the effective time of the certificate of amendment, every three outstanding shares of common stock were combined automatically into one share of common stock. Fractional shares resulting from the reverse stock split were cancelled and the shareholders otherwise entitled to a fractional share will receive a cash payment in lieu of the fractional share when the Company is first legally authorized to make such payment. The amount of cash shareholders otherwise entitled to receive a fractional share will receive is based on the closing price of the common stock on the NASDAQ Global Market on December 7, 2009.
Each shareholder’s percentage ownership in the Company and proportional voting power remains unchanged after the reverse stock split, except for minor changes and adjustments resulting from the treatment of fractional shares.
The reverse stock split did not affect the number of authorized shares of the Company’s capital stock; accordingly, the number of authorized but unissued shares of common stock increased as described in the October 27, 2008 proxy statement. The Company may issue these additional unissued shares in the future.
Trading of Overland Storage’s common stock on the NASDAQ Global Market will begin on a split-adjusted basis at the open of trading on December 9, 2009. The new CUSIP number for the Company’s common stock will be 690310 206.
The Company issued a press release on December 7, 2009 announcing the reverse stock split. A copy of that press release is attached as an exhibit to this report.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibits | Description | |
| 3.1 | Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation | |
| 99.1 | Press Release issued December 7, 2009 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 8, 2009 | OVERLAND STORAGE, INC. | |||||
| By: | /s/ KURT L. KALBFLEISCH | |||||
Kurt L. Kalbfleisch Chief Financial Officer and Vice President of Finance | ||||||