Overland Storage Inc - Current report filing (8-K)
17 November 2007 - 7:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
November 13, 2007
OVERLAND STORAGE, INC.
(Exact name of registrant as specified in its charter)
California
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000-22071
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95-3535285
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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4820 Overland Avenue, San Diego,
California 92123
(Address of principal executive offices, including zip code)
(858) 571-5555
(Registrants telephone number, including area code)
Not Applicable
(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):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01
Entry
into a Material Definitive Agreement.
On November 13, 2007,
the shareholders approved certain amendments to our 2003 Equity Incentive Plan which
are described in Proposal 2 of our definitive proxy statement filed with the SEC
on October 10, 2007, which description is incorporated herein by reference.
A copy of the Amended and Restated 2003 Equity Incentive Plan is attached
hereto as Exhibit 99.1.
Item 5.02
Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers.
On November 13, 2007, the Board of Directors,
upon the recommendation of the Nominating and Governance Committee, appointed Nora
J. Denzel and Eric L. Kelly to fill two vacancies on the Board of Directors,
bringing the total number of directors to seven. Ms. Denzel and Mr. Kelly
will serve as directors of the Company for a term of office expiring at the
Companys 2008 Annual Meeting of Shareholders.
Upon their appointment to the Board of Directors, each
of Ms. Denzel and Mr. Kelly received a non-qualified stock option to
purchase up to 18,000 shares of the Companys common stock pursuant to our
Amended and Restated 2003 Equity Incentive Plan. The options each have a six-year
term and an exercise price based on the closing price of our common stock on November 13,
2007. The option will vest over one year in equal monthly installments.
There were no arrangements or understandings between either
Ms. Denzel or Mr. Kelly and any other persons pursuant to which either
Ms. Denzel or Mr. Kelly was selected as a director. We have not
entered into any transactions with Ms. Denzel or Mr. Kelly that would
require disclosure under Item 404(a) of Regulation S-K. The Board of
Directors has determined that both Ms. Denzel and Mr. Kelly satisfy the
independence standards set forth in Nasdaq Marketplace Rule 4200(a)(15).
The Companys press release announcing the
appointments of Ms. Denzel and Mr. Kelly to the Board of Directors is
filed with this report as Exhibit 99.2.
On November 13, 2007, upon shareholder approval,
certain options held by our current officers and directors were cancelled as
described in Proposal 2 of our definitive proxy statement filed with the SEC on
October 10, 2007, which description is incorporated herein by reference.
Item
8.01 Other Events.
On November 13,
2007, the Board of Directors appointed the members of its committees as follows,
which appointments were effective immediately:
Audit Committee
:
Robert A. Degan
(Chairman)
Eric L. Kelly
Michael Norkus
Nominating and
Governance Committee
:
Michael Norkus (Chairman)
Nora J. Denzel
Eric L. Kelly
William J. Miller
Compensation
Committee
:
William J. Miller
(Chairman)
Robert A. Degan
Nora J. Denzel
2
The
Board of Directors has affirmatively determined that each of Mr. Degan, Ms. Denzel,
Mr. Kelly, Mr. Miller and Mr. Norkus are independent directors
within the meaning of Nasdaq Marketplace Rule 4200(a)(15), and that each member
of the Audit Committee meets the requirements for independence set forth in SEC
Rule 10A-3(b)(1). As a result of the new composition of the Audit
Committee, we have regained compliance with Nasdaq Marketplace Rule 4350(d)(2)(A),
which requires the audit committee of each listed issuer to have at least three
independent members.
Item 9.01.
Financial Statements and
Exhibits.
(d)
Exhibits
99.1
Amended and Restated 2003 Equity
Incentive Plan.
99.2
Press Release dated November 15, 2007
announcing the appointment of Nora J. Denzel and Eric L. Kelly as directors
of Overland Storage, Inc.
SIGNATURE
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.
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OVERLAND
STORAGE, INC.
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Date: November 16,
2007
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/s/ Vernon A.
LoForti
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By:
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Vernon A.
LoForti
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President and
Chief Executive Officer
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