SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
OVERLAND STORAGE, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
690310206
(CUSIP number)
Jennifer M. Pulick
Chief Compliance Officer and General Counsel
Cyrus Capital Partners, L.P.
399 Park Avenue, 39th Floor
New York, New York 10022
(212) 380-5821
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 1, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
Schedule 13D/A
| CUSIP No. 690310206 | Page 2 of 12 |
| 1. | NAMES OF REPORTING PERSONS
Cyrus Capital Partners, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0% | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
Schedule 13D/A
| CUSIP No. 690310206 | Page 3 of 12 |
| 1. | NAMES OF REPORTING PERSONS
Crescent 1, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0% | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
Schedule 13D/A
| CUSIP No. 690310206 | Page 4 of 12 |
| 1. | NAMES OF REPORTING PERSONS
CRS Master Fund, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0% | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
Schedule 13D/A
| CUSIP No. 690310206 | Page 5 of 12 |
| 1. | NAMES OF REPORTING PERSONS
Cyrus Opportunities Master Fund II, Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0% | |||||
| 14. | TYPE OF REPORTING PERSON
CO | |||||
Schedule 13D/A
| CUSIP No. 690310206 | Page 6 of 12 |
| 1. | NAMES OF REPORTING PERSONS
Cyrus Select Opportunities Master Fund, Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0% | |||||
| 14. | TYPE OF REPORTING PERSON
CO | |||||
Schedule 13D/A
| CUSIP No. 690310206 | Page 7 of 12 |
| 1. | NAMES OF REPORTING PERSONS
Cyrus Capital Partners GP, L.L.C. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0% | |||||
| 14. | TYPE OF REPORTING PERSON
OO | |||||
Schedule 13D/A
| CUSIP No. 690310206 | Page 8 of 12 |
| 1. | NAMES OF REPORTING PERSONS
Cyrus Capital Advisors, L.L.C. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0% | |||||
| 14. | TYPE OF REPORTING PERSON
OO | |||||
Schedule 13D/A
| CUSIP No. 690310206 | Page 9 of 12 |
| 1. | NAMES OF REPORTING PERSONS
FBC Holdings S.á r.l. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
SC; OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0% | |||||
| 14. | TYPE OF REPORTING PERSON
OO | |||||
Schedule 13D/A
| CUSIP No. 690310206 | Page 10 of 12 |
| 1. | NAMES OF REPORTING PERSONS
Stephen C. Freidheim | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0% | |||||
| 14. | TYPE OF REPORTING PERSON
IN | |||||
Schedule 13D/A
| CUSIP No. 690310206 | Page 11 of 12 |
EXPLANATORY NOTE: This constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D relating to the shares of Common Stock of Overland Storage, Inc. (the “Issuer”) filed with the Commission on February 22, 2013, as subsequently amended by Amendment No. 1 on May 15, 2013, by Amendment No. 2 on November 6, 2013, by Amendment No. 3 on November 13, 2013, by Amendment No. 4 on December 26, 2013 by Amendment No. 5 on January 28, 2014 and by Amendment No. 6 on May 27, 2014(as so amended, the “Schedule 13D”) by Cyrus Capital Partners, L.P., a Delaware limited partnership (“Cyrus”), Crescent 1, L.P., a Delaware limited partnership (“Crescent”), CRS Master Fund, L.P., a Cayman Islands exempted limited partnership (“CRS”), Cyrus Opportunities Master Fund II, Ltd., a Cayman Islands exempted limited company (“Cyrus Opportunities”), Cyrus Select Opportunities Master Fund, Ltd., a Cayman Islands exempted limited company (“Cyrus Select”), Cyrus Capital Partners GP, L.L.C., a Delaware limited partnership (“Cyrus GP”), Cyrus Capital Advisors, L.L.C., a Delaware limited liability company (“Cyrus Advisors”), FBC Holdings S.à r.l., a Luxembourg private limited liability company (“FBC”) and Mr. Stephen C. Freidheim. Each of Cyrus Opportunities, CRS, Crescent and Cyrus Select, or collectively the Cyrus Funds, are private investment funds engaged in the business of acquiring, holding and disposing of investments in various companies. This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. Only those items amended are reported herein. Capitalized terms used in this Amendment No. 7 without being defined herein have the respective meanings given to them in the Schedule 13D.
| ITEM 4. | Purpose of Transaction |
Item 4 of Schedule 13D is supplemented by the following:
On December 1, 2014, the Issuer and Sphere 3D Corporation (“Sphere 3D”) completed a merger pursuant to which the Issuer became a wholly-owned subsidiary of Sphere 3D (the “Sphere-Overland Merger”). Pursuant to the terms of the merger, each share of the Issuer’s Common Stock issued and outstanding immediately prior to the merger was exchanged for 0.46385 of a common share of Sphere 3D. Additionally, in connection with the Sphere-Overland Merger, all of the outstanding Original Notes and New Notes held by the Reporting Persons were exchanged for newly issued convertible debentures of Sphere 3D.
In connection with the closing of the Sphere-Overland Merger, the Issuer notified the Nasdaq Capital Market (“Nasdaq”) on December 1, 2014 that the Sphere-Overland Merger was consummated, and trading of the Common Stock of the Issuer on Nasdaq has been suspended. The Issuer has also filed with the Securities and Exchange Commission an application on Form 25 to delist the Issuer’s Common Stock from Nasdaq and deregister the Issuer’s Common Stock under Section 12(b) of the Exchange Act.
| ITEM 5. | Interest in Securities of the Issuer |
Item 5 of Schedule 13D is supplemented by the following:
(a) and (b) As a result of the consummation of the Sphere-Overland Merger on December 1, 2014 and related transactions, the Reporting Persons no longer beneficially own any securities of the Issuer.
(c) Except as set forth or incorporated herein, there have been no transactions with respect to the securities of the Issuer during the sixty days prior to the date of this Scheduled 13D by the Reporting Persons, or to their knowledge by any executive officer or director of the Reporting Persons.
(d) Not applicable.
(e) As a result of the consummation of the Sphere-Overland Merger on December 1, 2014 and related transactions, the Reporting Persons no longer beneficially own any securities of the Issuer.
| ITEM 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The information set forth in Item 4 above is incorporated herein by reference in its entirety.
Schedule 13D/A
| CUSIP No. 690310206 | Page 12 of 12 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
EXECUTED as a sealed instrument this 17th day of December, 2014.
CYRUS CAPITAL PARTNERS, L.P. | ||
By: | Cyrus Capital Partners GP, L.L.C., its general partner | |
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Manager | |
CRESCENT 1, L.P. | ||
By: | Cyrus Capital Advisors, L.L.C., its general partner | |
By: | Cyrus Capital Partners GP, L.L.C., its managing member | |
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Manager | |
CRS MASTER FUND, L.P. | ||
By: | Cyrus Capital Advisors, L.L.C., its general partner | |
By: | Cyrus Capital Partners GP, L.L.C., its managing member | |
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Manager | |
CYRUS OPPORTUNITIES MASTER FUND II, LTD. | ||
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Authorized signatory | |
CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD. | ||
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Authorized signatory | |
CYRUS CAPITAL PARTNERS GP, L.L.C. | ||
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Manager | |
CYRUS CAPITAL ADVISORS, L.L.C. | ||
By: | Cyrus Capital Partners GP, L.L.C., its managing member | |
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Manager | |
FBC HOLDINGS S.á r.l. | ||
By: | Cyrus Capital Partners, L.P., as investment manager of the shareholders | |
By: | Cyrus Capital Partners GP, L.L.C., its general partner | |
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim | |
Title: | Manager | |
By: | /s/ Stephen C. Freidheim | |
Name: | Stephen C. Freidheim, individually | |
