Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 02 2014 - 2:38PM
Edgar (US Regulatory)
Filed by Sphere 3D Corporation.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Overland Storage, Inc.
Commission File No.: 000-22071
Sphere 3D Converts Outstanding Debt into Equity
Mississauga, Ontario
June 30, 2014 Sphere 3D
Corporation (TSXV: ANY OTCQX: SPIHF) (the Company or Sphere 3D), a
virtualization technology solution provider, today announced that it intends to
issue 10,894
common shares of the Company to FBC Holdings S.A.R.L., an
affiliate to Cyrus Capital Partners, in satisfaction of its quarterly interest
payment of $118,089 for the period of March 21, 2014 to June 30, 2014 pursuant
to a previously issued debenture dated March 21, 2014. Subject to receipt of
regulatory approval, these shares will be issued at a price of $10.84, being the
current market price on June 30, 2014, and are subject to a 4 month hold period.
About Sphere 3D Corporation
Sphere 3D Corporation (TSX-V:ANY) (OTCQX:SPIHF) is a
virtualization technology solution provider. Sphere 3D's Glassware 2.0 platform
delivers virtualization of some of the most demanding applications in the
marketplace today; making it easy to move applications from a physical PC or
workstation to a virtual environment either on premise and/or from the cloud.
Sphere 3Ds V3 Systems division supplies the industrys first purpose built
appliance for virtualization as well as the Desktop Cloud Orchestrator
management software for VDI. Sphere 3D maintains offices in Mississauga,
Ontario, Canada and in Salt Lake City, Utah, U.S. For additional information
visit www.sphere3d.com or access the Company's public filings at www.sedar.com.
Sphere 3D Contact:
Peter Tassiopoulos, CEO
Tel: (416)
749-5999
Peter@sphere3d.com
Neither TSXV nor its Regulation Services Provider (as that
term is defined in policies of the TSXV) accepts responsibility for the adequacy
or accuracy of this release.
Important Information for Investors and Stockholders
This announcement is for informational purposes only and does
not constitute an offer to purchase, a solicitation of an offer to sell the
shares of common stock of Overland Storage, Inc. (Overland) or a solicitation
of any proxy, vote or approval. Sphere 3D Corporation (Sphere 3D) will file
with the United States Securities and Exchange Commission (SEC) a registration
statement on Form F-4 that will include a proxy statement of Overland that also
constitutes a prospectus of Sphere 3D. Sphere 3D and Overland also plan to file
with or furnish other documents to securities regulatory authorities in Canada
and the United States regarding the proposed transaction.
INVESTORS AND STOCKHOLDERS OF OVERLAND ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Anyone may obtain free copies of these documents when available
free of charge under Sphere 3Ds profile on SEDAR at
www.sedar.com
, or by accessing Sphere 3D's website at www.
sphere3d.com
under the heading Investors and from Sphere 3D directly by contacting T. Scott
Worthington, Chief Financial Officer: (416) 749-5999. Documents will also be
available free of charge under Overlands profile on EDGAR at
www.sec.gov
, or by accessing Overlands website
at
www.overlandstorage.com
under the heading
Investors and from Overland directly by contacting Kurt Kalbfleisch, Chief
Financial Officer: (858) 495-4211. Sphere 3D, Overland, their respective
directors and certain of their executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Overland in
connection with the proposed Transaction. Information about the directors and
executive officers of Overland is set forth in its proxy statement for its 2014
annual meeting of shareholders, which was filed with the SEC on April 14, 2014.
Information about the directors and executive officers of Sphere 3D can be found
in its 2014 management information circular dated April 25, 2014, which is
available at
www.sedar.com
. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become available.
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