8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 29, 2010 (April 23, 2010)

OVERLAND STORAGE, INC.

(Exact name of registrant as specified in its charter)

California	000-22071	95-3535285
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

4820 Overland Avenue

San Diego, California 92123

(Address of principal executive offices)

Registrant’s telephone number, including area code: (858) 571-5555

Not applicable

(Former name or former address, if changed since last report).

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 28, 2010, Overland Storage, Inc. (the “Company”) filed the Certificate of Amendment of Articles of Incorporation (the “Articles Amendment”), a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference. The Articles Amendment, which is effective as of April 28, 2010, increased the authorized number of shares of common stock from 45,000,000 shares to 45,100,000 shares.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 23, 2010, the Company held a Special Meeting of Shareholders (the “Special Meeting”) in San Diego, California. At the Special Meeting, the shareholders approved Proposals 1, 2, and 3, each of which is described in detail in the Company’s definitive proxy statement dated March 31, 2010 for the Special Meeting. Abstentions and broker non-votes were counted for purposes of determining whether a quorum was present. Only “FOR” and “AGAINST” votes were counted for purposes of determining the votes received in connection with each proposal. Holders of shares of Series A Convertible Preferred Stock and warrants were not entitled to vote their shares of Series A Convertible Preferred Stock or shares of common stock received upon exercise of the warrants (to the extent that any warrants were exercised prior to the record date for the Special Meeting) on Proposal 1, but such holders were entitled to vote such shares on Proposals 2 and 3.

The results are as follows:

Proposal 1 to approve the full conversion of shares of Series A Convertible Preferred Stock and the full exercise of warrants as described in the proxy materials.

For	Against	Abstain	Broker Non-Vote
2,610,591	91,955	52,859	2,655,072

Proposal 2 to approve amendments to the Company’s 2009 Equity Incentive Plan as described in the proxy materials.

For	Against	Abstain	Broker Non-Vote
2,593,815	947,784	8,465	2,655,072

Proposal 3 to approve the Articles Amendment as described in the proxy materials.

For	Against	Abstain	Broker Non-Vote
5,993,303	166,055	45,778	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
3.1	Certificate of Amendment of Articles of Incorporation.

SIGNATURE

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.

	OVERLAND STORAGE, INC.
Date: April 29, 2010	By:	/s/ Kurt L. Kalbfleisch
		Kurt L. Kalbfleisch
		Vice President, Finance and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Amendment of Articles of Incorporation.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

OVERLAND STORAGE, INC.

Eric L. Kelly and Kurt L. Kalbfleisch certify that:

1. They are the President and Chief Executive Officer and the Chief Financial Officer and Secretary, respectively, of Overland Storage, Inc., a California corporation (the “Corporation”).

2. Article III of the Corporation’s Articles of Incorporation (the “Articles”) is hereby amended to read in its entirety as follows:

“The Corporation is authorized to issue two classes of shares to be designated Common Stock (“Common Stock”) and Preferred Stock (“Preferred Stock”). The total number of shares of Common Stock that the Corporation is authorized to issue is forty-five million one hundred thousand (45,100,000). The total number of shares of Preferred Stock that the Corporation is authorized to issue is one million (1,000,000).

Authority is vested in the Board of Directors to divide any or all of the authorized shares of Preferred Stock into series and, within the limitations provided by law, to fix and determine the rights, preferences, privileges and restrictions of each such series, including but not limited to the right to fix and determine the designation of and the number of shares issuable in each such series and any and all such other provisions as may be fixed or determined by the Board of Directors of the Corporation pursuant to California law; provided that the holders of shares of Preferred Stock will not be entitled (A) to more than one vote per share, when voting as a class with the holders of shares of Common Stock, or (B) to vote on any matter separately as a class or series, except where expressly required by California law. The Board of Directors may increase or decrease the number of shares of any series of Preferred Stock subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.”

3. The foregoing amendment to the Articles has been duly approved by the Board of Directors of the Corporation.

4. The foregoing amendment to the Articles has been duly approved by the required vote of the shareholders of the Corporation in accordance with Sections 902 and 903 of the California Corporations Code. At the record date for the special meeting at which the vote occurred, the Corporation had two classes of shares outstanding, shares of Common Stock and shares of Series A Convertible Preferred Stock, each of which was entitled to a separate class vote with respect to the foregoing amendment to the Articles. At the record date for the special meeting at which the vote occurred, 6,341,148 shares of Common Stock were issued and outstanding. The number of shares of Common Stock voting in favor of the foregoing amendment equaled or exceeded the vote required. The percentage vote required was more than 50% of the shares of Common Stock. At the record date for the special meeting at which the vote occurred, 794,659 shares of Series A Convertible Preferred Stock were issued and outstanding. The number of shares of Series A Convertible Preferred Stock voting in favor of the foregoing amendment equaled or exceeded the vote required. The percentage vote required was more than 50% of the shares of Series A Convertible Preferred Stock.

[Signature page follows.]

The undersigned, Eric L. Kelly and Kurt L. Kalbfleisch, declare this 28 ^th day of April, 2010, at the City and County of San Diego, California, under penalty of perjury under the laws of the State of California that each has read the foregoing certificate and knows the contents hereof and that the same is true of his own knowledge.

By:	/s/ Eric L. Kelly
	Eric L. Kelly
	President and Chief Executive Officer
By:	/s/ Kurt L. Kalbfleisch
	Kurt L. Kalbfleisch
	Chief Financial Officer and Secretary

[Signature page to Certificate of Amendment of Articles of Incorporation of Overland Storage, Inc.]