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As filed with the Securities and Exchange Commission on February 21, 1997
Registration Statement No. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------
OVERLAND DATA, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <S> <S>
CALIFORNIA 7389 95-3535285
(State or other jurisdiction) (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
8975 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123-1599
(619) 571-5555
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------------------------
SCOTT MCCLENDON
PRESIDENT
8975 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123-1599
(619) 571-5555
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------------
COPIES TO:
John J. Hentrich, Esq. George D. Tuttle, Esq.
Carlos D. Heredia, Esq. William L. Hudson, Esq.
Baker & McKenzie Brobeck, Phleger & Harrison, LLP
101 West Broadway, Twelfth Floor One Market Plaza
San Diego, California 92101 San Francisco, California 94105
(619) 236-1441 (415) 442-0900
----------------------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box. / /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / X / Registration Statement
No. 333-18583
If this Form is a post-effective amendment filed pusuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Title of Each Class Maximum Aggregate Amount of
of Securities to be Amount to be Offering Price Offering Registration
Registered Registered (1) per Unit (2) Price(1)(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, no par
value per share 345,000 shares $10.00 $3,450,000 $1,046
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(1) Includes 45,000 shares of Common Stock subject to an over-allotment option granted
to the Underwriters.
(2) Estimated solely for the purposes of calculating the registration fee in accordance with
Rule 457(a).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
In accordance with General Instruction V of Form S-1 and Rule 462(b)
promulgated under the Securities Act of 1933, as amended, this Registration
Statement incorporates by reference the contents of the Registration
Statement on Form S-1 (Registration No. 333-18583) (the "S-1 Registration
Statement"), filed by Overland Data, Inc. with the Securities and Exchange
Commission. The S-1 Registration Statement was declared effective on February
20, 1997.
EXHIBITS
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
5.1 -- Opinion of Baker & McKenzie.
23.1 -- Consent of Baker & McKenzie - Included in
Exhibit 5.1.
23.2 -- Consent of Price Waterhouse LLP, independent
accountants.
24.1 -- Power of Attorney - Included in Exhibit 24.1
to Amendment No. 3 to the S-1 Registration
Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California on the 21st of February, 1997.
OVERLAND DATA, INC.
By: /s/ SCOTT MCCLENDON
-------------------
Scott McClendon, President and
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 21, 1997.
SIGNATURE TITLE
--------- -----
/s/ SCOTT MCCLENDON President, Chief Executive Officer and
--------------------- Director
Scott McClendon
/s/ MARTIN D. GRAY Vice President, Secretary and Director
---------------------
Martin D. Gray
/s/ VERNON A. LOFORTI Vice President, Chief Financial Officer and
--------------------- Assistant Secretary
Vernon A. LoForti
* Director
---------------------
William W. Otterson
* Director
---------------------
Joseph D. Rizzi
* Director
---------------------
John A. Shane
*By: /s/ SCOTT MCCLENDON
--------------------
Scott McClendon,
ATTORNEY-IN-FACT
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February 21, 1997
Overland Data, Inc.
8975 Balboa Avenue
San Diego, California 92123-1599
Ladies and Gentlemen:
We have acted as counsel to Overland Data, Inc., a California corporation (the
"Company"), in connection with its filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
of a Registration Statement on Form S-1 (the "Registration Statement"), covering
up to 300,000 shares of the Company's Common Stock, no par value per share (the
"Common Stock"), to be offered to the public and up to 45,000 additional shares
of Common Stock subject to an over-allotment option granted to the underwriters
(collectively, the "Shares").
We have examined the originals, or photostatic or certified copies, or such
records of the Company, certificates of officers of the Company and of public
officials, and such other documents as we have deemed relevant and necessary as
the basis of the opinion set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as a photostatic or certified copies and the authenticity of the originals
of such copies.
We express no opinion as to the applicability of, compliance with, or effect of
federal law or the law of any jurisdiction other than the General Corporation
Law of the State of California.
Based upon our examination, we are of the opinion that the Shares covered by the
Registration Statement will, when sold as contemplated by the Registration
Statement, be legally issued, fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an exhibit to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement. This
consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Securities Act.
Very truly yours,
BAKER & MCKENZIE
/s/ Baker & McKenzie
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated September 30, 1996,
relating to the financial statements of Overland Data, Inc., which appears in
such Prospectus. We also consent to the reference to us under the headings
"Experts" and "Selected Consolidated Financial Data," respectively, in such
Prospectus. However, it should be noted that Price Waterhouse LLP has not
prepared or certified such "Selected Consolidated Financial Data."
PRICE WATERHOUSE LLP
San Diego, California
February 20, 1997
