Overland Storage 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 28, 2012
OVERLAND STORAGE, INC.
(Exact name of registrant as specified in its charter)
9112 Spectrum Center Blvd, San Diego, California 92123
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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):
Item 8.01. Other Events.
As previously disclosed, 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 Companys 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, and together with the Underwritten Shares, the 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 was made pursuant to the Companys effective registration statement on Form S-3, as amended (Registration Statement No. 333-179170), and the prospectus supplement dated March 23, 2012. On March 26, 2012, the Underwriter elected to partially exercise its over-allotment option to purchase 440,000 of the Additional Shares. The closing of the sale of an aggregate of 3,640,000 Shares occurred on March 28, 2012.
A copy of the opinion of OMelveny & Myers LLP related to the legality of the Shares is attached hereto as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits
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.