UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
(Amendment No. 1)
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of June 2017
Commission File Number: 001-36532
Sphere 3D Corp.
240 Matheson Blvd. East
Mississauga, Ontario, Canada, 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. x Form 20-F ¨ 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): ¨
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
EXPLANATORY NOTE
This Amendment No. 1 on Form 6-K/A (“Amendment No. 1”) amends the Form 6-K filed on May 25, 2017 (the “Original Form 6-K”) by Sphere 3D Corp. (the “Company”).
This Amendment No. 1 is being filed for the purpose of amending Proposal 1 to the Notice of Special Meeting of Shareholders of the Company to be held on June 27, 2017, the Management Information Circular and the Form of Proxy attached to the Original Form 6-K as Exhibits 99.1, 99.2 and 99.3, respectively.
Proposal 1, as amended, provides for the proposed share consolidation from a range of one-for-five to one-for-twenty-five, rather than the previous range of one-for-five to one-for-fifteen. Other than the foregoing, all other information set forth in the Original Form 6-K, Circular and Form of Proxy otherwise remains unchanged.
Exhibits
99.1 | Amendment No. 1 to the Notice of Special Meeting of Shareholders and to Management Information Circular dated May 16, 2017 | |
99.2 | Amended Form of Proxy | |
99.3 | News Release dated June 13, 2017 | |
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, thereunto duly authorized.
Sphere 3D Corp. | ||
By: | /s/ Kurt L. Kalbfleisch | |
Name: | Kurt L. Kalbfleisch | |
Title: | Senior Vice President and Chief Financial Officer | |
Date: June 13, 2017
Exhibit 99.1
AMENDMENT NO. 1 TO THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF SPHERE 3D CORP.
AND TO
THE MANAGEMENT INFORMATION CIRCULAR DATED MAY 16, 2017
The notice of special meeting of shareholders (the "Notice") of Sphere 3D Corp. (the "Company") and accompanying management information circular (the "Circular"), each dated May 16, 2017, relating to the special meeting of the Company, are revised per this amendment (the "Amendment"). As such, the Notice and the Circular should be read in conjunction with this Amendment. All capitalized terms not otherwise defined herein have the meaning ascribed thereto in the Circular.
The Company's special meeting of shareholders will take place, as scheduled, on Tuesday, June 27, 2017 at 9:00 a.m. (Pacific Time) at The Silicon Valley Capital Club, 50 West San Fernando Street, Suite 1700, The Vintage Room, San Jose, CA 95113.
AMENDMENTS
Amendment to the Notice
The following replaces in its entirety sub-section one of the first paragraph on the first page of the Notice:
1. | to consider and, if deemed advisable, to pass a special resolution authorizing the filing of an amendment to the Company's articles to effect a share consolidation at a ratio ranging from one-for-five to one-for-twenty-five, to be determined by the board of directors, and effected, if at all, within one year from the date of the Meeting; |
Amendments to the Circular
All references to the approval of the share consolidation at a specific ratio ranging from one-for-five to one-for-fifteen should now be read as references to a ratio of one-for-five to one-for-twenty-five.
The following replaces in its entirety the table of the potential effects of a share consolidation, on page seven of the Circular:
Share Consolidation Ratio | Approximate Number of Shares Outstanding after Share Consolidation | Product of Share Consolidation Ratio and Market Price | ||
None | 103,283,775 | $0.2289 | ||
1-for-5 | 20,656,755 | $1.1445 | ||
1-for-10 | 10,328,377 | $2.2890 | ||
1-for-15 | 6,885,585 | $3.4335 | ||
1-for-20 | 5,164,188 | $4.5780 | ||
1-for-25 | 4,131,351 | $5.7225 | ||
1
APPOINTMENT, REVOCATION OF PROXIES AND VOTE
Shareholders are advised to no longer use the form of proxy that was delivered with the Circular. A new form of proxy is made available with this Amendment and should be completed and executed in accordance with the instructions provided therein and in the Circular.
Shareholders who have already submitted forms of proxy before the publication of this Amendment may revoke their initial proxy by providing new forms of proxy. Unless revoked or instructed otherwise, a properly executed proxy received before the publication of this Amendment representing Shares of a shareholder will be voted in accordance therein and will be deemed to refer to the Circular, as amended by this Amendment.
All other matters and procedures described in the Circular remain unaffected. Moreover, all information set forth herein is given as of May 16, 2017.
DATED as of the 13th day of June, 2017.
BY ORDER OF THE BOARD
Eric L. Kelly
Chairman of the Board
2
Exhibit 99.2
Exhibit 99.3
SPHERE 3D CORP. ANNOUNCES FILING OF
AMENDMENT TO MANAGEMENT INFORMATION CIRCULAR
SAN JOSE, California - June 13, 2017 - Sphere 3D Corp. (NASDAQ: ANY) (the "Company"), a containerization, virtualization, and data management solution provider, today announced that it has filed an amendment to the notice of special meeting of the Company (the "Notice") and the accompanying management information circular (the "Circular"), each dated May 16, 2017, which amends the proposed share consolidation from a range of one-for-five to one-for-twenty-five, rather than the previous range of one-for-five to one-for-fifteen. The Circular otherwise remains unchanged. Copies of the Circular and the amendment thereto will be available on SEDAR at www.sedar.com under the Company's profile and at the Meeting.
About Sphere 3D Corp.:
Sphere 3D Corp. (NASDAQ: ANY) delivers containerization, virtualization, and data management solutions via hybrid cloud, cloud and on-premises implementations through its global reseller network and professional services organization. Sphere 3D, along with its wholly owned subsidiaries Overland Storage, and Tandberg Data, has a strong portfolio of brands, including HVE ConneXions and UCX ConneXions, dedicated to helping customers achieve their IT goals. For more information, visit www.sphere3d.com. Follow us on Twitter @Sphere3D, @overlandstorage and @tandbergdata.
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Sphere 3D Investor Contact:
The Blueshirt Group
Mike Bishop
415-217-4968
mike@blueshirtgroup.com