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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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OVERLAND DATA, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3535285
(State of incorporation or organization) (I.R.S Employer Identification No.)
8975 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123-1599
(619) 571-5555
(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box./ /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box./ /
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to page 47 of the Prospectus dated January 24,
1997 contained in Registrant's Amendment No. 2 to Form S-1 Registration
Statement (File No. 333-18583) (the "Registration Statement").
ITEM 2. EXHIBITS
The following exhibits are filed as part of this registration statement:
1. Specimen Certificate for Registrant's Common Stock.
2.* Registrant's Amended and Restated Articles of Incorporation.
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* Incorporated by reference to Exhibit 3.1 to the Registration
Statement.
SIGNATURES
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.
OVERLAND DATA, INC.
Dated: January 29, 1997 By: /s/ Scott McClendon
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Scott McClendon, PRESIDENT
2
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NUMBER [LOGO] SHARES
COMMON STOCK O V E R L A N D COMMON STOCK
DATA
INCORPORATED UNDER THE LAWS
OF THE STATE OF CALIFORNIA
CUSIP 690213 10 3
THIS CERTIFIES THAT SEE REVERSE FOR
STATEMENTS RELATING
TO RIGHTS, PREFERENCES,
PRIVILEGES AND
RESTRICTIONS, IF ANY
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, WITHOUT PAR VALUE, OF
OVERLAND DATA, INC.
transferable on the books of the Corporation by the holder hereof in person or by a duly authorized attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and
Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
/s/ Martin D. Gray [SEAL] /s/ Scott McClendon
SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
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COUNTERSIGNED AND REGISTERED:
NORWEST BANK MINNESOTA, N.A.
TRANSFER AGENT AND REGISTRAR,
BY
AUTHORIZED SIGNATURE
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A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes or series of shares and upon the
holders thereof as established, from time to time, by the Articles of
Incorporation of the Corporation and by any certificate of determination, and
the number of shares constituting each class and series and the designations
thereof, may be obtained by the holder hereof upon written request and without
charge from the Secretary of the Corporation at its corporate headquarters.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
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TEN COM -- as tenants in common UNIF GIFT MIN ACT -- _____________ Custodian _____________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _________________________________
in common (State)
UNIF TRF MIN ACT -- _____________ Custodian (until age___)
(Cust)
______________ under Uniform Transfers
(Minor)
to Minors Act ________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _____________________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________
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| |
|________________________________________|
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(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
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- ----------------------------------------------------------------------------------------------------------------------------- Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
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to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated _________________________________________________
X __________________________________________________________________________
X __________________________________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By ____________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC 17Ad-15.
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