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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 10, 2000
OVERLAND DATA, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-22071 95-3535285
(Commission File Number) (IRS Employer Identification No.)
8975 Balboa Avenue, San Diego, California 92123-1599
(Address of principal executive offices, including zip code)
(858) 571-5555
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On January 10, 2000, Overland Data, Inc., a California corporation
(the "Company"), announced that it had signed an asset purchase agreement
with Tecmar Technologies International, Inc. and related entities, under
which Overland will acquire from Tecmar substantially all inventories, fixed
assets, supplies, intellectual property, trademarks and Internet addresses
for approximately $3 million in cash in a pre-packaged bankruptcy plan.
Completion of the transaction is subject to bankruptcy court approval and an
overbid process.
The Registrant's news release dated January 10, 2000 is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
(i) Exhibit 99.1 - News Release dated January 10, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 21, 2000 By: /s/ VERNON A. LOFORTI
-------------------------------
Vernon A. LoForti
Vice President, Chief Financial
Officer and Secretary
2
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NUMBER
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<S> <C>
99.1 News Release dated January 10, 2000.
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3
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NEWS RELEASE
Overland Data, Inc.
8975 Balboa Avenue
San Diego, CA 92123-1599
T.858-571-5555, F.858-571-0982
FOR IMMEDIATE RELEASE
Exhibit 99.1
January 10, 2000
OVERLAND DATA ADVANCES SMALL-BUSINESS MARKET
INITIATIVE BY SIGNING AGREEMENT TO PURCHASE
OPERATING ASSETS OF TECMAR TECHNOLOGIES
San Diego, CA, January 10, 2000...In a move expected to accelerate its entry
into the $2 billion low-cost, entry-level data storage backup market, Overland
Data, Inc. (Nasdaq: OVRL) today announced that it has signed an asset purchase
agreement with Tecmar Technologies International, Inc. and related entities,
under which Overland will acquire from Tecmar substantially all inventories,
fixed assets, supplies, intellectual property, trademarks (including Tecmar*,
Ditto* and WangDAT*) and Internet addresses for approximately $3 million in
cash.
Tecmar, based in Longmont, Colorado, is a worldwide provider of entry-level tape
storage solutions for the network storage environment. Tecmar generated
approximately $24 million in revenue in the twelve month period ended October
31, 1999 and currently has about 40 employees.
Overland expects the acquisition, when completed, to have an immediately
positive effect on earnings. Overland will acquire the assets from Tecmar on a
discounted basis free and clear of all liens, interests and claims shortly after
the filing by Tecmar for bankruptcy protection, and will assume no liabilities
of Tecmar other than ordinary course customer warranty claims. Completion of the
acquisition is subject to bankruptcy court approval and an overbid process.
- more -
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OVERLAND DATA ADVANCES SMALL-BUSINESS MARKET INITIATIVE BY
SIGNING AGREEMENT TO PURCHASE OPERATING ASSETS OF TECMAR
TECHNOLOGIES
2-2-2
Overland Data and Tecmar previously announced they had entered into a joint
development agreement to design and manufacture high-performance Travan* and
Travan NS* tape drives incorporating Overland's proprietary Variable Rate
Randomizer (VR2-TM-) technology. Travan Technology was developed by Imation
Corporation, and is marketed currently by Seagate Technology, Hewlett-Packard,
IBM, Compaq, Dell and Gateway, among others. Overland will continue the Travan
development program, with the goal of delivering next-generation Travan tape
drives for the small business/SOHO market and Travan NS tape drives for the
entry-level server market. Travan drives enhanced with VR2 will reduce backup
and restore times by 50% while as much as doubling the storage capacity
currently available. The drives will also be backward compatible with previous
Travan technology, enabling users to upgrade their drive performance without
having to replace entire media banks.
"We see a significant opportunity for Overland in the small-business, low-cost
server backup market," stated Scott McClendon, President and CEO of Overland
Data. "Prices in the entry-level server market are falling rapidly to the $1,500
level, and unit growth for entry-level servers is expected to grow rapidly as a
result. What the entry-level server market lacks, however, is compatibly priced
high-performance backup storage products. We believe our VR2-enhanced Travan
drives will meet that need by providing a value-priced product more in line with
the price of these low-cost servers. We plan to pursue this additional market
opportunity by investing in
- more -
<PAGE>
OVERLAND DATA ADVANCES SMALL-BUSINESS MARKET INITIATIVE BY
SIGNING AGREEMENT TO PURCHASE OPERATING ASSETS OF TECMAR
TECHNOLOGIES
3-3-3
Tecmar's operations, supporting its current customer base, and by leveraging our
own infrastructure and resources. We also plan to support our move into the
entry-level market by building on Tecmar's existing Internet space and by
launching an Internet-based e-commerce initiative for Overland.
"Tecmar has been viewed as a leader in Travan technology and other tape storage
solutions for the entry-level networking environment, and its Ditto and WangDAT
products are well-recognized in the marketplace," added McClendon. "By acquiring
Tecmar's operating assets, as well as its established customer base and
distribution channel, we expect to accelerate our entry into the entry-level
storage backup market in a cost-effective manner."
Commented Stephen J. Carter, General Manager of Program Development at Imation
Corporation: "Travan Technology has demonstrated it can meet the demanding needs
of network storage end users. As server prices continue to drop, the market is
moving in the direction of Travan NS and we anticipate growing momentum in the
shift to Travan NS, solidifying its position as the premiere backup and storage
solution for entry-level servers. In fact, recent studies show that Travan NS is
growing. In Europe, for example, unit sales of higher performance Travan drives
are expected to have grown 61% in 1999. The addition of Overland's VR2 should
further enhance Travan and position the technology to compete even more
effectively for increased share of the entry-level market."
- more -
<PAGE>
OVERLAND DATA ADVANCES SMALL-BUSINESS MARKET INITIATIVE BY
SIGNING AGREEMENT TO PURCHASE OPERATING ASSETS OF TECMAR
TECHNOLOGIES
4-4-4
Added Michael Peterson, President of Strategic Research, "Through this
strategic move, which combines Tecmar's products with the development program
for next-generation VR2-enhanced Travan drives, Overland is positioned to be
a leading provider of a new technology-of-choice for high-volume servers. In
addition, this market space is fertile ground for Overland to embark on a new
set of Internet-based marketing initiatives."
ABOUT OVERLAND DATA
Overland Data, Inc. (Nasdaq: OVRL) is a global supplier of innovative data
storage and storage automation solutions for computer networks. The Company's
award-winning DLT LibraryXpress-TM- SmartScale Storage architecture has set
new standards for intelligent automated storage and scalability and
established Overland as a leader in the mid-range tape storage market. Today,
Overland is broadening its product line and technology offerings to address
additional segments of the storage market, including the entry-level
small-business market, as well as the higher-end enterprise environment.
Overland's patented Variable Rate Randomizer (VR2) data encoding technology,
capable of substantially increasing the capacity and throughput of linear
tape formats, is being applied by the Company to Travan tape drives, and has
been licensed to Seagate Technology, Tandberg Data and Imation Corp. for
inclusion in their next-generation tape drives. Overland products, acclaimed
for their quality and reliability, are sold worldwide through leading OEMs,
including Compaq, IBM, Siemens and Groupe Bull, commercial distributors such
as Ingram Micro, Tech Data Corp. and Bell Microproducts, as well as storage
integrators and value-added resellers.
- more -
<PAGE>
OVERLAND DATA ADVANCES SMALL-BUSINESS MARKET INITIATIVE BY
SIGNING AGREEMENT TO PURCHASE OPERATING ASSETS OF TECMAR
TECHNOLOGIES
5-5-5
EXCEPT FOR THE FACTUAL STATEMENTS MADE HEREIN, THE INFORMATION CONTAINED IN THIS
PRESS RELEASE CONSISTS OF FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS,
UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. WORDS AND
EXPRESSIONS REFLECTING OPTIMISM AND SATISFACTION WITH CURRENT PROSPECTS, AS WELL
AS WORDS SUCH AS "BELIEVE," "INTENDS," "EXPECTS," "PLANS," "ANTICIPATES," AND
VARIATIONS THEREOF, IDENTIFY FORWARD-LOOKING STATEMENTS, BUT THEIR ABSENCE DOES
NOT MEAN THAT A STATEMENT IS NOT FORWARD-LOOKING. SUCH FORWARD-LOOKING
STATEMENTS ARE NOT GUARANTEES OF PERFORMANCE, AND THE COMPANY'S ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE CONTAINED IN SUCH STATEMENTS. FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE UNEXPECTED SHORTAGES OF
CRITICAL COMPONENTS, RESCHEDULING OR CANCELLATION OF CUSTOMER ORDERS, LOSS OF A
MAJOR CUSTOMER, THE TIMING AND MARKET ACCEPTANCE OF NEW PRODUCT INTRODUCTIONS BY
THE COMPANY AND ITS COMPETITORS, GENERAL COMPETITION AND PRICE PRESSURES IN THE
MARKETPLACE, THE COMPANY'S ABILITY TO CONTROL COSTS AND EXPENSES AS WELL AS ITS
ABILITY TO COMPLETE THE ACQUISITION OF THE TECMAR ASSETS AND SUCCESSFULLY DEPLOY
THOSE ASSETS IN THE EXECUTION OF ITS ENTRY-LEVEL MARKET INITIATIVE. REFERENCE IS
ALSO MADE TO OTHER FACTORS SET FORTH IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION INCLUDING THE "RISK FACTORS," "MANAGEMENT'S
DISCUSSION AND ANALYSIS" AND OTHER SECTIONS OF THE COMPANY'S FORM 10-K FOR THE
MOST RECENTLY COMPLETED FISCAL YEAR. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY
AS OF THE DATE OF THIS RELEASE, AND THE COMPANY UNDERTAKES NO OBLIGATION TO
PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS TO REFLECT NEW INFORMATION,
EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS RELEASE.
* A TRADEMARK OR TRADE NAME OF AN ENTITY OTHER THAN OVERLAND DATA
