0001044321-12-000028.txt : 20120213
0001044321-12-000028.hdr.sgml : 20120213
20120213142922
ACCESSION NUMBER: 0001044321-12-000028
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120213
DATE AS OF CHANGE: 20120213
GROUP MEMBERS: AUSTIN W. MARXE
GROUP MEMBERS: AWM INVESTMENT COMPANY, INC.
GROUP MEMBERS: DAVID M. GREENHOUSE
GROUP MEMBERS: MG ADVISERS, L.L.C.
GROUP MEMBERS: MGP ADVISERS LIMITED PARTNERSHIP
GROUP MEMBERS: SPECIAL SITUATIONS FUND III QP, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND II, L.P.
GROUP MEMBERS: SPECIAL SITUATIONS TECHNOLOGY FUND, L.P.
GROUP MEMBERS: SST ADVISERS, LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: OVERLAND STORAGE INC
CENTRAL INDEX KEY: 0000889930
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572]
IRS NUMBER: 953535285
STATE OF INCORPORATION: CA
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-53199
FILM NUMBER: 12598034
BUSINESS ADDRESS:
STREET 1: 9112 SPECTRUM CENTER BOULEVARD
CITY: SAN DIEGO
STATE: CA
ZIP: 92123
BUSINESS PHONE: 8585715555
MAIL ADDRESS:
STREET 1: 9112 SPECTRUM CENTER BOULEVARD
CITY: SAN DIEGO
STATE: CA
ZIP: 92123
FORMER COMPANY:
FORMER CONFORMED NAME: OVERLAND DATA INC
DATE OF NAME CHANGE: 19961212
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: MARXE AUSTIN W & GREENHOUSE DAVID M
CENTRAL INDEX KEY: 0001044321
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: C/O SPECIAL SITUATIONS FUNDS
STREET 2: 527 MADISON AVENUE, SUITE 2600
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2122076500
MAIL ADDRESS:
STREET 1: C/O SPECIAL SITUATIONS FUNDS
STREET 2: 527 MADISON AVENUE, SUITE 2600
CITY: NEW YORK
STATE: NY
ZIP: 10022
SC 13G/A
1
overland13gt1.txt
OVERLAND 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _1_)
Overland Storage, Inc.
_____________________________________________
(Name of Issuer)
Common Stock
_______________________________________________
(Title of Class of Securities)
690310206
_________________________________________________
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2406
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2011
(Date of Event which requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
____ Rule 13d-1(b)
_x__ Rule 13d-1(c)
____ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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. 690310206 13G Page 2 of 6 Pages
1.Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0
Shares Beneficially 8. Shared Voting Power: 3,190,389 Common
Shares1 and Warrants2 to purchase
5,967,193 Common Shares
Owned by
Each Reporting 9. Sole Dispositive Power: 0
Person With 10. Shared Dispositive Power: 3,190,389
Common Shares1 and Warrants2 to purchase
5,967,193 Common Shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
3,190,389 Common Shares1 and Warrants2 to purchase 5,967,193 Common Shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 19.999% (1)
14. Type of Reporting Person (See Instructions): IA, IN
1 This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse
(?Greenhouse?). Marxe and Greenhouse share sole voting and investment power
over 1,312,798 shares of Common Stock and 1,871,348 Warrants2 to purchase
2,457,080 Common Shares owned by Special Situations Fund III QP, L.P., 938,752
shares of Common Stock and 1,336,667 Warrants2 to purchase 1,755,057 Common
Shares owned by Special Situations Private Equity Fund, L.P., 131,427 shares
of Common Stock and 187,134 Warrants2 to purchase 245,707 Common Shares owned
by Special Situations Technology Fund, L.P., and 807,412 shares of Common
Stock and 1,149,542 Warrants2 to purchase 1,509,349 Common Shares owned by
Special Situations Technology Fund II, L.P. See Items 2 and 4 of this
Schedule for additional information.
2 The warrants describe herein may be exercised to the extent that the total
number of shares of Common Stock then beneficially owned does not exceed
19.999%. The percentages of ownership reported in row 13 and item 4, reflects
a partial exercise of such warrants.
Page 3 of 6 Pages
Item 1. Security and Issuer:
(a) Overland Storage, Inc.
(b) 4820 Overland Avenue, San Diego, CA 92123
Item 2. (a) Name of Person Filing:
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of MGP Advisers Limited
Partnership (?MGP?), the general partner of Special Situations Fund III QP,
L.P. (?SSFQP?). Marxe and Greenhouse are also members of MG Advisers L.L.C.
(?MG?), the general partner of Special Situations Private Equity Fund, L.P.
(?SSPE?), and members of SST Advisers, L.L.C. (?SSTA?), the general partner of
Special Situations Technology Fund, L.P. (?Technology?) and Special Situations
Technology Fund II, L.P. (?Tech II?). AWM also serves as the investment
adviser to SSFQP, SSPE, Technology and Tech II. (SSFQP, SSPE, Technology and
Tech II will hereafter be referred to as, the ?Funds?). The principal
business of each Fund is to invest in equity and equity-related securities and
other securities of any kind or nature.
(b) Address of Principal Business Office or, if none, Residence:
The principal business address for Marxe and Greenhouse is 527
Madison Avenue, Suite 2600, New York, NY 10022.
(c) Citizenship:
Austin W. Marxe and David M. Greenhouse are United
States citizens.
(d) Title of Class of Securities: Common shares
(e) CUSIP Number: 690310206
Item 3. If this statement is filed pursuant to $240.13d-1(b) or 240.13d-
2(b), check whether
the person filing is a: Not Applicable
(a) ( ) Broker or Dealer registered under section 15 of the Act;
(b) ( ) Bank as defined in section 3(a) (6) of the Act;
(c) ( ) Insurance Company as defined in section 3(a) (19) of the Act;
(d) ( ) Investment Company registered under section 8 of the Investment
Company Act of 1940;
(e) ( ) An Investment Adviser in accordance with $240.13d
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance with
$240.13d-1(b)(I)(ii)(F);
Page 4 of 6 Pages
(g) ( ) A parent holding company or control person in accordance with
$240.13d-
1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the Federal
Deposit Insurance
Act;
(i) ( ) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount Beneficially Owned: Messrs. Marxe and Greenhouse
beneficially own a total of 3,190,389 shares of Common Stock and 4,544,701
Warrants2 to purchase 5,967,193 Common Shares. This amount includes 1,312,798
shares of Common Stock and 1,871,348 Warrants2 to purchase 2,457,080 Common
Shares owned by Special Situations Fund III QP, L.P., 938,752 shares of Common
Stock and 1,336,667 Warrants2 to purchase 1,755,057 Common Shares owned by
Special Situations Private Equity Fund, L.P., 131,427 shares of Common Stock
and 187,134 Warrants2 to purchase 245,707 Common Shares owned by Special
Situations Technology Fund, L.P., and 807,412 shares of Common Stock and
1,149,542 Warrants2 to purchase 1,509,349 Common Shares owned by Special
Situations Technology Fund II, L.P.
(b) Percent of Class: Messrs. Marxe and Greenhouse beneficially own
19.999%(1) of the shares outstanding; of which, assuming the Warrants2 were
fully exercisable, SSPE would own 10.7% of the outstanding shares, Technology
would own 1.6% of the outstanding shares, Tech II would own 9.3% of the
outstanding shares and SSFQP would own 14.6% of the outstanding shares.
(c) Number of Shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,190,389
Common Shares1 and Warrants2 to purchase 5,967,193 Common
Shares
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
3,190,389 Common Shares1 and Warrants2 to purchase 5,967,193
Common Shares
Item 5. Ownership of Five Percent or Less of a Class: If this statement is
being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more that five percent of the class
of securities, check the following __.
Item 6.Ownership of More than Five Percent on Behalf of Another Person: Not
Applicable.
Page 5 of 6 Pages
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being Reported on By the Parent Holding Company: Not Applicable.
Item 8. Identification and Classification of Members of the Group: Not
applicable
Item 9. Notices of Dissolution of Group: Not applicable.
Item 10.Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities
referred to above were acquired and are held in the ordinary course of
business and were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with
or as a participant in any transaction having that purpose or effect.
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: February 13, 2012
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
DAVID M. GREENHOUSE
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Page 6 of 6 Pages
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13G to which this agreement is attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
-2-
S5313/1
1319328.02