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): March 23, 2012
OVERLAND STORAGE, INC.
(Exact name of registrant as specified in its charter)
| California | 000-22071 | 95-3535285 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
9112 Spectrum Center Blvd, San Diego, California 92123
(Address of principal executive offices, including zip code)
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On March 23, 2012, Overland Storage, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Needham & Company, LLC (the “Underwriter”), pursuant to which the Company agreed to sell 3,200,000 shares (the “Underwritten Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), for $2.00 per share, less a 6.5% underwriting commission. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option to purchase up to an additional 480,000 shares (the “Additional Shares”) of Common Stock at the public offering price, less a 6.5% underwriting commission, within 30 days from the date of the Underwriting Agreement to cover over-allotments, if any. The offering is being made pursuant to the Company’s effective registration statement on Form S-3, as amended (Registration Statement No. 333-179170), and the prospectus supplement dated March 23, 2012. The foregoing is a summary of the Underwriting Agreement, which is filed as an exhibit hereto.
The Company expects the closing of the sale of the Underwritten Shares to occur on March 28, 2012.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated March 23, 2012, between Overland Storage, Inc. and Needham & Company, LLC. | |
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.
| OVERLAND STORAGE, INC. | ||||||
| Date: March 23, 2012 | By: | /s/ Eric L. Kelly | ||||
| Eric L. Kelly | ||||||
| President and Chief Executive Officer | ||||||
EXHIBIT INDEX
Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 23, 2012, between Overland Storage, Inc. and Needham & Company, LLC. | |