UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2014
Commission File Number: 000-55232
Sphere 3D Corp.
(Translation of registrant's name into English)
240 Matheson Blvd. East
Mississauga, Ontario L4Z 1X1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
[ ] Form 20-F [ x ] Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
SUBMITTED HEREWITH
Exhibits
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, thereunto duly authorized.
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SPHERE 3D CORP. |
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(Registrant) |
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| Date: December 10, 2014 |
By: |
/s/ T. Scott Worthington |
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T. Scott Worthington |
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Title: |
Authorized Signatory |
SPHERE 3D CORPORATION
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 |
Name and Address of Company |
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Sphere 3D Corporation (the “Corporation”)
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240 Matheson Boulevard East |
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Mississauga, Ontario |
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L4Z 1X1 |
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| Item 2 |
Date of Material Change |
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December 2, 2014 |
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| Item 3 |
News Release |
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The news release attached hereto as Schedule “A” issued
by the Corporation and disseminated via Newsfile Corp. on December 2, 2014
and is available on the Corporation’s profile at www.sedar.com.
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| Item 4 |
Summary of Material Change |
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On December 2, 2014, the Corporation announced the
successful closing of its previously announced merger transaction (the
“Transaction”) with Overland Storage, Inc. (“Overland”).
Each issued and outstanding security of Overland immediately prior to the
merger has been converted into 0.46385 of a security of Sphere 3D. Upon
closing of the Transaction, Overland has become a wholly-owned subsidiary
of the Corporation, and Overland’s common stock has ceased to trade on the
NASDAQ Capital Market. |
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Concurrent with the closing of the Transaction, the
Corporation consolidated all of its, and its subsidiaries’,outstanding
indebtedness with Cyrus Capital Partners and its affiliated companies
(collectively, “Cyrus Capital”) into a new 8% global convertible
debenture (the “Global Debenture”) having an aggregate principal
amount of US$19,500,000 maturing March 31 2018 issued to FBC Holdings
S.á.r.l., an affiliated company with Cyrus Capital (“FBC
Holdings”). |
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In addition to the Global Debenture, FBC Holdings intends
to provide the Corporation with an 8% revolving credit facility of
US$2,000,000, which may be increased at the discretion of FBC Holdings to
US$5,000,000, due January 31, 2016. |
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Following completion of the Transaction, the Corporation
announced its intention to delist its common shares (the “Common
Shares”) from the TSX Venture Exchange (“TSX-V”) and continue
to be listed on the NASDAQ Global Market. |
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| Item 5 |
Full Description of Material Change
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Except as set forth below, the news release attached
hereto as Schedule “A” provides a full description of the material change.
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Concurrent with the closing of the Transaction, the
Corporation consolidated all of its, and its subsidiaries’, outstanding
indebtedness with Cyrus into the Global Debenture, being in the aggregate
principal amount of US$19,500,000, bearing 8% interest per annum payable
semi-annually, and maturing on March 31, 2018. |
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The Global Debenture replaces the following indebtedness
of the Corporation and Overland that existed prior to consummation of the
Transaction: (i) Convertible Promissory Notes in the aggregate principal
amount of US$9,500,000 governed by an Amended and Restated Note Purchase
Agreement dated as of November 1, 2013 between Overland and Cyrus Capital
Partners, L.P on behalf of Cyrus Opportunities Master Fund II, Ltd., CRS
Master Fund, L.P., Crescent 1, L.P. and Cyrus Select Opportunities Master
Fund, Ltd., (ii) Loan and Security Agreement dated as of October 13, 2014
between Overland and FBC Holdings in the original principal amount of
US$5,000,000 (after repayment of US$2,500,000 principal amount in Common
Shares pursuant to the previously announced shares-for-debt conversion on
November 28, 2014), and (iii) Convertible Secured Debenture of the
Corporation in the principal amount of US$5,000,000 issued on March 21,
2018. |
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The Global Debenture bears interest at an 8% simple
annual interest rate, payable semi-annually on a pro rata basis beginning
at the end of the fiscal quarter following the fiscal quarter in which the
closing occurs. Interest shall be payable in either cash or in Common
Shares at the option of the Corporation. |
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The Global Debenture are convertible into Common Shares
at a price equal to the greater of (a) US$7.50 per share in the case of
US$10,000,000 of the Global Debenture and US$8.50 per share in the case of
US$9,500,000 of the Global Debenture, and (b) the closing market price on
the day preceding the date of execution of definitive documentation (the
“Conversion Price”), subject to all necessary regulatory approval.
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At the option of the Corporation, the Global Debenture is
convertible into Common Shares at the Conversion Price at any time that
the weighted average trading price for the Common Shares exceeds 150% of
the Conversion Price (i.e. exceeds US$11.25 per share in the case of
US$10,000,000 of the Global Debenture and US$12.75 per share in the case
of US$9,500,000 of the Global Debenture), for ten (10) consecutive trading
days on its principal stock exchange that the Common Shares trade.
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The Global Debenture shall be issued subject to a first
ranking security interest in favour of FBC Holdings, save and except for
certain permitted liens for existing and future bank facilities of up to
US$11,000,000. Each of the Corporation’s wholly-owned Canadian and United
States material subsidiaries provided guarantees for the obligations of
the Corporation under the Global Debenture. |
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The Debenture and any Common Shares issued upon exercise
of the Conversion Right are subject to a four-month hold period from the
issuance date of the Debenture in accordance with the policies of the
TSX-V and applicable securities laws. No broker or other fees are payable
by the Corporation in connection with entering into of the Global
Debenture. |
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In addition to the Global Debenture, FBC Holdings intends
to provide the Corporation with an 8% revolving credit facility of
US$2,000,000, which may be increased at the discretion of FBC Holdings to
US$5,000,000, due January 31, 2016. |
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Item 6 |
Reliance on subsection 7.1(2) or (3) of National
Instrument 51-102 |
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Not applicable. |
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Item 7 |
Omitted Information |
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None. |
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Item 8 |
Executive Officer |
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The executive officer who is knowledgeable about this
material change report is Scott Worthington, Authorized Signatory and
former Chief Financial Officer of the Corporation, at (416) 749-5999.
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Item 9 |
Date of Report |
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December 5, 2014 |
SCHEDULE “A”
Sphere 3D and Overland Storage Complete Merger
Combination Creates Leading Global Virtualization and
Enterprise-Class Data
Management Solutions Company
SAN JOSE, Calif. and MISSISSAUGA, Ontario – December 2, 2014
– Sphere 3D Corporation (TSX-V: ANY, NASDAQ:ANY), a leading provider of
virtualization technology solutions, and Overland Storage®, Inc., a trusted
global provider of unified data management and data protection solutions across
the data lifecycle, today announced the successful completion of their
previously-announced merger. The transaction was previously approved by the
boards of directors of both companies, and over 99% of Overland’s shares voted
at the special meeting of Overland’s shareholders held on Nov. 28 were voted in
favor of approving the merger.
The integration of the Overland Storage, Tandberg Data, V3
Systems, and Sphere 3D brands positions the company to deliver a comprehensive
and innovative portfolio of virtualization and cloud solutions. Through
offerings designed for active data and data at rest, the company is able to
address the rapidly growing cloud, virtualization and data storage markets in
the software-defined IT arena.
As per the terms of the merger, Overland has become a
wholly-owned subsidiary of Sphere 3D, and Overland’s common stock will no longer
trade on the NASDAQ Capital Market. Each issued and outstanding share of
Overland common stock immediately prior to the merger has been converted into
the right to receive 0.46385 of a Sphere 3D common share. The common share of
the combined company, named Sphere 3D Corporation, will continue to trade on the
NASDAQ Global Market under the symbol “ANY” as well as on the TSX-V under the
symbol “ANY”. Sphere 3D, however intends to delist its common shares from the
TSX-V and continue to be listed on the NASDAQ Global Market.
“In addition to creating a world-class technology company, this
combination underscores our vision to deliver a full range of the most
innovative end-to-end solutions designed as purpose-built building blocks for
the software-defined IT era,” said Eric Kelly, Chairman and CEO of Sphere 3D.
“Our mission is to securely deliver applications, desktops and data any place
and on any device while meeting the most stringent of IT requirements. Adding
the Overland and Tandberg Data storage portfolio to Sphere 3D’s next-generation
virtualization and cloud solutions enables us to accelerate the pace of our innovation and to create a compelling strategic advantage and a
firm foundation for our future growth.”
“This merger transaction marks a significant milestone for
Sphere 3D and the culmination of many months of hard work by both organizations.
We look forward to coupling the expertise, experience and capabilities of our
teams, and working together to accelerate innovation and market adoption of our
disruptive approach to virtualization, converged infrastructure and data
management solutions,” said Peter Tassiopoulos, Vice Chairman and President of
Sphere 3D. “Moving forward, Overland’s existing scale, infrastructure and
resources position us to further expand the footprint and awareness of Sphere
3D’s virtualization platform, providing key partnerships and market
opportunities to create long-term value for our shareholders.”
After closing the transaction, Sphere 3D reorganized its senior
management suite and expanded its Board of Directors, to position itself for
future growth. Eric Kelly, Chairman of Sphere 3D, remains Chairman and has also
been appointed Chief Executive Officer of Sphere 3D. Peter Tassiopoulos, the
former CEO of Sphere 3D, has been appointed Vice Chairman and President of
Sphere 3D. Kurt Kalbfleisch, the former Chief Financial Officer of Overland, has
been appointed as the CFO of Sphere 3D. Vivekanand Mahadevan and Daniel
Bordessa, former directors of Overland, have joined Sphere 3D’s Board of
Directors, which also includes existing Board members Peter Ashkin, Mario
Biasini, Glenn M. Bowman, Eric Kelly and Peter Tassiopoulos.
- Daniel (Dan) Bordessa has been appointed a director of Sphere 3D. Dan is
currently a partner of Cyrus Capital Partners, L.P. and Cyrus Capital Partners
Europe, L.P. Prior to joining Cyrus Capital, Mr. Bordessa was an Executive
Director at Lazard where he was responsible for providing restructuring and
mergers and acquisitions advice. While at Lazard, Mr. Bordessa advised on many
of Europe’s largest restructurings and was a frequent speaker at industry
conferences and other events. Mr. Bordessa has also worked at National Bank
Financial, the investment banking arm of the National Bank of Canada. Mr.
Bordessa has an MBA from the Schulich School of Business at York University in
Toronto and holds an Honors Bachelor of Commerce degree.
- Vivekanand (Vic) Mahadevan has been appointed a director of Sphere 3D. Vic
has over 25 years of senior level strategic planning and marketing experience.
He was the Chief Strategy Officer at NetApp from 2010 until October 2012 and
prior to that time served as Vice President of Marketing for LSI Corporation.
Prior to LSI Corporation, Vic was Chief Executive Officer for Deeya Energy and
has also held senior management positions with leading storage and systems
management companies including BMC Software, Compaq, Ivita, and Maxxan
Systems. Vic holds an MBA in Marketing and MS in Engineering from the
University of Iowa as well a degree in Mechanical Engineering from the Indian
Institute of Technology.
Jason Meretsky has resigned his position as a member of the
Board of Directors of Sphere 3D and Scott Worthington has resigned his position
as Chief Financial Officer of Sphere 3D, each effective upon the closing of the
merger. Jason has been a tremendous help to Sphere 3D over the last three years
and Sphere 3D would like to thank him for all of his contributions to date. In
addition, Sphere 3D would like to thank Scott Worthington for his guidance in
helping Sphere 3D transition from a private concern to a public company and his
invaluable contribution as Chief Financial Officer of Sphere 3D over the last
three years. Scott will remain with Sphere 3D and assist during the transition
period.
About Sphere 3D
Sphere 3D Corporation (TSX-V: ANY, NASDAQ: ANY) is a
virtualization technology solution provider with a portfolio of products that
address the complete data continuum from active data to data at rest. Dedicated
to continue to lead through innovation, Sphere 3D enables the integration of
virtual applications, virtual desktops, and storage into workflow, and allows
organizations to deploy a combination of public, private or hybrid cloud
strategies. Sphere 3D’s Glassware 2.0™ platform delivers virtualization of some
of the most demanding applications in the marketplace today, making it easy to
move applications from a physical PC or workstation to a virtual environment.
Sphere 3D’s V3 converged infrastructure solutions include one of the industry’s
first purpose-built appliances for virtualization and the Desktop Cloud
Orchestrator management software for VDI. Overland Storage and Tandberg Data,
wholly-owned subsidiaries of Sphere 3D, provide an integrated range of
technologies and services for primary, nearline, offline, and archival data
storage that make it easy and cost-effective to manage different tiers of
information over the data lifecycle. For additional information, visit
www.sphere3d.com, www.overlandstorage.com, and www.tandbergdata.com.
Overland Storage and the Overland logo are trademarks of
Overland Storage, Inc., and Tandberg Data is a trademark of Tandberg Data
Holdings, S.à r.l. that may be registered in some jurisdictions. All other
trademarks are the property of their respective owners.
Safe Harbor Statement
This press release contains forward-looking statements that
involve risks, uncertainties, and assumptions that are difficult to predict.
Actual results and the timing of events could differ materially from those
anticipated in such forward-looking statements as a result of risks and
uncertainties including, without limitation, unforeseen changes in the course of
the integration of the Sphere 3D, Overland and Tandberg businesses; any increase
in our cash needs; possible actions by customers, suppliers, competitors or
regulatory authorities; other risks detailed in the Form F-4/A we filed with the
SEC; and other risks detailed from time to time in our periodic reports
contained in our Annual Information Form and other filings with Canadian
securities regulators (www.sedar.com) and in Overland’s
prior periodic reports filed with the United States Securities and Exchange
Commission (www.sec.gov). We undertake no obligation to
update any forward-looking statement, whether written or oral, that may be made
from time to time, whether as a result of new information, future developments
or otherwise.
Media Contact:
Pattie Adams
Director, Global
Corporate Communications
+1 408/283-4779
padams@overlandstorage.com
Investor Contact:
MKR Group Inc.
Todd Kehrli or
Jim Byers
+1 323/468-2300
ovrl@mkr-group.com
###
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