UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 1, 2012
Commission File Number: 000-22071
OVERLAND STORAGE, INC.
(Exact name of registrant as specified in its charter)
| California | 95-3535285 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |
| 9112 Spectrum Center Boulevard, San Diego, California | 92123 | |
| (Address of principal executive offices) | (Zip Code) | |
(858) 571-5555
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
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 definition 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 | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ¨ No x
As of February 2, 2012, there were 23,536,572 shares of the registrant’s common stock, no par value, issued and outstanding.
Explanatory Note
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for Overland Storage, Inc. for the period ended January 1, 2012, filed with the Securities and Exchange Commission on February 15, 2012 (the “Form 10-Q”), is solely to file a revised redacted version of Exhibit 10.1 included in Item 6 to the Form 10-Q in accordance with the Confidential Treatment Request filed with that exhibit. Confidential treatment has been requested from the Securities and Exchange Commission for certain portions of Exhibit 10.1. This Amendment No. 1 only affects Item 6 of the Form 10-Q and does not otherwise change or update the disclosures or financial information set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.
PART II — OTHER INFORMATION
Item 6. — Exhibits
| 10.1†* | Settlement Agreement, by and between Overland Storage, Inc. and International Business Machines Corporation, dated November 16, 2011. | |
| 31.1* | Certification of Eric L. Kelly, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Kurt L. Kalbfleisch, Senior Vice President of Finance and Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Eric L. Kelly, President and Chief Executive Officer, and Kurt L. Kalbfleisch, Vice President of Finance and Chief Financial Officer (previously filed on February 15, 2012 as Exhibit 32.1 to the Overland Storage, Inc.’s Quarterly Report on Form 10-Q for the quarter ended January 1, 2012). | |
| † | Confidential treatment has been requested and granted with respect to certain portions of this exhibit. A complete copy of the agreement, including the redacted portions, has been filed separately with the Commission. |
| * | Filed herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OVERLAND STORAGE, INC. | ||||||
| Date: December 4, 2012 | By: | /s/ Kurt L. Kalbfleisch | ||||
| Kurt L. Kalbfleisch | ||||||
| Senior Vice President of Finance and Chief Financial Officer | ||||||
| (Principal Financial Officer and duly authorized to sign on behalf of registrant) | ||||||