UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 23, 2000
OVERLAND DATA, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-22071 95-3535285
(Commission File Number) (IRS Employer Identification No.)
8975 Balboa Avenue, San Diego, California 92123-1599
(Address of principal executive offices, including zip code)
(858) 571-5555
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 23, 2000, Overland Data, Inc., a California corporation
(the "Company"), purchased certain inventories, fixed assets, supplies,
intellectual property, trademarks and Internet addresses (the "Acquisition")
from Tecmar Technologies International, Inc. ("TTI"), relating to its
wholly-owned subsidiary Tecmar Technologies, Inc. ("Tecmar"), pursuant
to that certain Asset Purchase Agreement, dated as of January 7, 2000, by and
among Overland Data, Inc., Tecmar Acquisition Corporation, TTI and its
wholly-owned subsidiaries. The total consideration for the purchase amounted
to approximately $3,410,000.
A description of the Acquisition is set forth in the Company's news
release, dated February 23, 2000, a copy of which is attached hereto as Exhibit
99.1 and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Audited financial statements of Tecmar Technologies, Inc. for the
year ended May 31, 1997 are attached hereto as Exhibit 99.2.
Audited financial statements of Tecmar Technologies
International, Inc. for the year ended January 31, 1999 are
attached hereto as Exhibit 99.3.
Unaudited interim financial statements of Tecmar Technologies
International, Inc. for the nine months ended October 31, 1999 and 1998
are attached hereto as Exhibit 99.4.
The Acquisition reported by the Company in this Form 8-K relates to the
business of TTI. Tecmar was acquired by TTI on January 30, 1998. Prior
to its acquisition, Tecmar had a May 31 fiscal year end while TTI had
a Janaury 31 fiscal year end. Subsequent to January 31, 1998, the
results of Tecmar are included in the results of TTI. It is for these
reasons that the requirements of this Item 7(a) relating to the filing
of audited financial statements are met through inclusion of the
financial statements of Tecmar for the year ended May 31, 1997 and the
financial statements of TTI for the year ended January 31, 1999.
(b) Pro Forma Financial Information.
Attached hereto as Exhibit 99.5 is the required Pro Forma Financial
Information of the Company consisting of an Unaudited Pro Forma
Condensed Consolidated Statements of Operations for the twelve months
ended June 30, 1999 and for the six months ended December 31, 1999, and
Unaudited Pro Forma Condensed Consolidated Balance Sheet at December
31, 1999.
2
(c) Exhibits.
2.1* Asset Purchase Agreement, dated as of January 7, 2000, by and
among Overland Data, Inc., Tecmar Acquisition Corporation,
Tecmar Technologies International, Inc., Tecmar Technologies,
Inc., and Ditto, Inc.
99.1* News Release dated February 23, 2000.
99.2 Consolidated Audited Financial Statements of Tecmar
Technologies Inc., for the year ended May 31, 1997.
99.3 Consolidated Audited Financial Statements of
Tecmar Technologies International, Inc. for the year
ended January 31, 1999.
99.4 Unaudited Interim Financial Statements of Tecmar Technologies
International, Inc. for the nine months ended October 31, 1999
and 1998.
99.5 Pro Forma Financial Information.
* Previously filed.
3
SIGNATURES
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 hereunto duly authorized.
Date: May 5, 2000 Overland Data, Inc.
By: /s/ VERNON A. LOFORTI
---------------------------------
Vernon A. LoForti
Vice President, Chief Financial
Officer and Secretary
4
INDEX TO EXHIBITS
EXHIBIT NUMBER
- --------------
2.1* , ** Asset Purchase Agreement, dated as of January 7, 2000, by and
among Overland Data, Inc., Tecmar Acquisition Corporation,
Tecmar Technologies International, Inc., Tecmar Technologies,
Inc., and Ditto, Inc.
99.1 ** News Release dated February 23, 2000.
99.2 Consolidated Audited Financial Statements of Tecmar
Technologies, Inc. for the year ended May 31, 1997.
99.3 Consolidated Audited Financial Statements of
Tecmar Technologies International, Inc. for the year
ended January 31, 1999.
99.4 Unaudited Interim Financial Statements of Tecmar Technologies
International, Inc. for the nine months ended October 31, 1999
and 1998.
99.5 Pro Forma Financial Information.
* The table of contents to the Asset Purchase Agreement lists the exhibits and
schedules to the Asset Purchase Agreement. In accordance with Item 601(b)(2) of
Regulation S-K, the exhibits and schedules to the Asset Purchase Agreement have
been excluded; such exhibits and/or schedules will be furnished supplementally
upon request by the Securities and Exchange Commission.
** Exhibits previously filed.
5