- Amended Securities Registration (section 12(g)) (8-A12G/A)
March 22 2011 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment
No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OVERLAND
STORAGE, INC.
(Exact name of registrant as specified in charter)
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California
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95-3535285
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(State of incorporation
of organization)
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(I.R.S. Employer
Identification Number)
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9112 Spectrum Center Boulevard
San Diego, California
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92123
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered
pursuant to Section 12(b) of the Act:
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Title of each class to be so registered
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Name of each exchange on which each class is to be registered
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None
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None
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If this form relates to the
registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
¨
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.
x
Securities Act registration
statement file number to which this form relates: Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Shares of Common Stock, no par value
Item 1.
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Description of Registrants Securities to be Registered.
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Item 1 of Form 8-A is hereby amended by adding the following at the end thereof:
On March 21, 2011, Overland Storage, Inc. (the Company) and Wells Fargo Bank, N.A. (the Rights Agent) executed Amendment No. 1 (Amendment No. 1) to the
Shareholder Rights Agreement, dated as of August 22, 2005 (Rights Agreement), by and between the Company and the Rights Agent. All capitalized terms used and not defined herein have the meanings ascribed to them in the Rights
Agreement, as amended by Amendment No. 1.
Amendment No. 1 amends the Rights Agreement to increase the beneficial
ownership threshold for a Restricted Person from 15% or more of the outstanding Common Shares to 20% or more of the outstanding Common Shares.
A copy of Amendment No. 1 is attached hereto as Exhibit 4.3 and incorporated herein by reference. The above description of Amendment No. 1 does not purport to be complete and is qualified in its
entirety by reference to Exhibit 4.3 attached hereto.
Item 2
of Form 8-A is hereby amended by adding the following immediately after the reference to Exhibit 4.2 therein:
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4.3
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Amendment No. 1 to Shareholder Rights Agreement dated as of March 21, 2011, between Overland Storage, Inc. and Wells Fargo Bank, N.A.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto
duly authorized.
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OVERLAND STORAGE, INC.
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Date: March 22, 2011
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By:
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/s/ Kurt L. Kalbfleisch
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Name: Kurt L. Kalbfleisch
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Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.3
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Amendment No. 1 to Shareholder Rights Agreement dated as of March 21, 2011, between Overland Storage, Inc. and Wells Fargo Bank, N.A.
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