UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
Overland Storage, Inc.
Common, no par value
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(Title of Class of Securities)
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690310107
Scott McClendon
First Choice Executive Suites
7825 Fay Ave., Suite 243
La Jolla,
CA 92037
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 10, 2009
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 690310107
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1.
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Names of Reporting Persons.
Scott McClendon
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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7. Sole Voting Power
283,500
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8. Shared Voting Power
385,000
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9. Sole Dispositive Power
283,500
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10. Shared Dispositive Power
385,000
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
668,500
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
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x
(1)
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13.
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Percent of Class Represented by Amount in Row (11)
5.2% (2)
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14.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Excludes 1,000 shares of Common Stock owned by the Reporting Persons wife, Elizabeth C. McClendon, for which the reporting person has no voting or dispositive power.
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(2)
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Based on 12,776,550 shares of Common Stock outstanding as reported by Overland Storage, Inc. in its Quarterly Report on Form 10-Q for the quarter ended December 28, 2008 and
183,500 shares issuable pursuant to stock options exercisable within 60 days of March 10, 2009.
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2
ITEM 1.
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SECURITY AND ISSUER
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This Schedule 13D relates to the common stock,
no par value (the Common Stock) of Overland Storage, Inc. (the Issuer) a California corporation whose principal executive offices are located at 4820 Overland Avenue, San Diego, CA 92123.
ITEM 2.
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IDENTITY AND BACKGROUND
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This Schedule 13D is filed by and on
behalf of Scott McClendon, an individual whose business address is First Choice Executive Suites, 7825 Fay Ave., Suite 243, La Jolla, CA 92037. He is a citizen of the United States. Mr. McClendon has served as Chairman of the Board of the
Issuer since March 2001. From November 2006 to August 2007, he served as the Issuers Interim President and Chief Executive Officer and as President and Chief Executive Officer from October 1991 to March 2001, when he was named the
Issuers Chairman of the Board. Mr. McClendon has been a business consultant since June 2001.
During the last five years, Mr. McClendon has
not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. McClendon has not
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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All of the
shares of Common Stock that Mr. McClendon holds were acquired either in the open market or through Issuer stock plans with his personal funds. No bank financing was involved in any of the acquisitions. The stock options for purchase of 183,500
shares of Common Stock were granted to Mr. McClendon on various dates (see Item 6) in connection with his service on the Issuers Board of Directors or when he served as Interim President and Chief Executive Officer of the Issuer
during the period of November 2006 to August 2007.
ITEM 4.
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PURPOSE OF TRANSACTION
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Mr. McClendons recent purchase
of Common Stock which is described below under Item 5(c) was purchased for his self-directed IRA (IRA) (the Transaction).
ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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(a)
Mr. McClendon beneficially owns, within the meaning of Rule 13d-3 under the Exchange Act, an aggregate of 668,500 shares of Common Stock, representing 5.2% of the outstanding shares of Common Stock based on 12,776,550 shares of Common Stock
outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended December 28, 2008 and 183,500 shares issuable pursuant to stock options exercisable within 60 days of March 10, 2009.
Mr. McClendons Common Stock includes (i) 385,000 shares of Common Stock held in his family trust for which Mr. McClendon and his wife, Elizabeth C. McClendon are trustees (the Trust); (ii) 100,000 shares of
Common Stock held in his IRA; and (iii) 183,500 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of March 10, 2009.
(b) Mr. and Mrs. McClendon in their joint capacities as Trustees of the Trust share voting and dispositive power with respect to 385,000 shares of Common Stock held in the Trust. Mr. McClendon in his
individual capacity as the owner of his IRA holds sole voting and dispositive power with respect to 100,000 shares of Common Stock held in his IRA and 183,500 shares of Common Stock issuable pursuant to stock options exercisable within 60 days of
March 10, 2009.
(c) During the past 60 days, Mr. McClendon purchased 100,000 shares of Common Stock during the period of
February 23, 2009 through March 12, 2009 at prices ranging between $0.25 and $0.43 on the open market. Such shares were purchased for his IRA.
(d) No person holds any right to receive or power to direct dividends or proceeds in respect of the Common Stock beneficially owned by Mr. McClendon.
(e) Not Applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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On July 2, 2001, pursuant to the Issuers 2000 Stock Option Plan, Mr. McClendon received a ten-year non-qualified option to purchase up to 50,000 shares of Common Stock at the purchase price of $6.60
per share, the closing price of the Common Stock on the date of grant. These options vested at the rate of 2,000 shares per board meeting attended, not to exceed 20,000 shares per year. For additional terms, see Exhibit 99.1 incorporated by
reference to this Schedule 13D.
On November 15, 2005, pursuant to the Issuers 2003 Equity Incentive Plan (the 2003 Plan),
Mr. McClendon received a ten-year non-qualified stock option to purchase 18,000 shares of Common Stock at the purchase price of $8.51 per share, the closing price of our Common Stock on the date of grant. These options vested in equal monthly
installments over a 12-month period, as measured from the grant date. For additional terms, see Exhibit 99.2 incorporated by reference to this Schedule 13D.
On December 20, 2006, pursuant to the 2003 Plan, Mr. McClendon received a ten-year option to purchase up to 75,000 shares of our Common Stock at the purchase price of $4.29 per share, the closing price of our Common Stock on the
date of grant. The option was immediately vested as to 6,250 shares (reflecting the commencement of service as Interim President and Chief Executive Officer on November 1, 2006), with the remainder vesting at a rate of 6,250 shares on the first
day of each month commencing January 1, 2007 through November 1, 2007. For additional terms, see Exhibit 99.3 incorporated by reference to this Schedule 13D.
On November 13, 2007, pursuant to the 2003 Plan, Mr. McClendon received a ten-year non-qualified stock option to purchase 18,000 shares of Common Stock at the purchase price of $1.77 per share, the closing
price of our Common Stock on the date of grant. These options vested in equal monthly installments over a 12-month period, as measured from the grant date. For additional terms, see Exhibit 99.2 incorporated by reference to this Schedule 13D.
On December 9, 2008, pursuant to the 2003 Plan, Mr. McClendon received a six-year non-qualified stock option to purchase 18,000 shares of Common
Stock at the purchase price of $0.25 per share, the closing price of our Common Stock on the date of grant. These options vest in equal monthly installments over a 12-month period, as measured from the grant date. For additional terms, see Exhibit
99.2 incorporated by reference to this Schedule 13D.
On January 27, 2009, pursuant to the 2003 Plan, Mr. McClendon received a six-year
non-qualified stock option to purchase 15,000 shares of Common Stock at the purchase price of $0.26 per share, the closing price of our Common Stock on the date of grant. The option was immediately exercisable on the date of grant. For additional
terms, see Exhibit 99.2 incorporated by reference to this Schedule 13D.
To the best knowledge of Mr. McClendon, there are no other contracts,
arrangements, understandings or relationships with respect to securities of the Issuer.
ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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The following documents are
incorporated by reference to this Schedule 13D:
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99.1
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Form of Notice of Stock Option Award and Stock Option Award Agreement for options granted under the Issuers 2000 Stock Option Plan (incorporated by reference to the Issuers Form 10-Q
filed with the SEC on May 15, 2001).
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99.2
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Form of Stock Option Agreement for options granted to outside directors under the Issuers 2003 Equity Incentive Plan (incorporated by reference to the Issuers Form 10-Q filed with
the SEC on February 10, 2004).
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99.3
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Form of Stock Option Agreement for options granted to senior officers under the Issuers 2003 Equity Incentive Plan (incorporated by reference to the Issuers Form 10-Q filed with the
SEC on February 10, 2004).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 20, 2009
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/s/ Scott McClendon
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Scott McClendon
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