OVRL (MM)

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

The Board of Directors of Overland Storage, Inc., a California corporation, is providing these proxy materials to you in connection with the solicitation of proxies for use at our special meeting of shareholders to be held at the CityView Plaza Conference Center located at 100 W. San Fernando Street, San Jose, CA 95113, on         ,         , 2013 at 1:00 p.m. (Pacific Time) or at any adjournment or postponement thereof, for the purposes stated herein. This proxy statement summarizes the information that you will need to know to vote in an informed manner.

SUMMARY TERM SHEET RELATING TO ISSUANCE OF ACQUISITION SHARES

This summary term sheet, together with the “Questions and Answers About the Issuance of the Acquisition Shares and the Special Meeting of Shareholders,” highlights selected information from this proxy statement and may not contain all of the information that is important to you. We urge you to read carefully the entire proxy statement, the annexes, and the other documents to which we refer or incorporate by reference in order to fully understand the acquisition and the related transactions. See “Where You Can Find More Information” on page 129. Each item in this summary refers to the page of this proxy statement on which that subject is discussed in more detail. Except as otherwise specifically noted in this proxy statement, “the Company,” “we,” “our,” “us” and similar words in this proxy statement refer to Overland Storage, Inc. and its subsidiaries.

Parties to the Acquisition

The Company

Overland Storage, Inc., a California corporation, provides unified data management and data protection solutions designed to enable small and medium enterprises, distributed enterprises, and small and medium businesses to anticipate and respond to data storage requirements.

Tandberg

Tandberg Data Holdings S.à r.l., which we refer to herein as “Tandberg,” is a private limited liability company incorporated under the laws of the Grand Duchy of Luxembourg. The shares of Tandberg’s capital stock are privately held and not traded on a public market. Tandberg is a global supplier of affordable, easy-to-use data protection solutions.

Shareholders of Tandberg

FBC Holdings S.à r.l., a Luxembourg private limited liability company, and Tandberg Data Management S.à r.l., a Luxembourg private limited liability company, which we refer to collectively herein as “the Tandberg Shareholders,” or “the shareholders of Tandberg,” are the holders of all of Tandberg’s capital stock. Each of these entities is beneficially owned by entities affiliated with the Cyrus Group, which as of the record date, beneficially owned         % of the issued and outstanding shares of common stock of the Company ( see “Interests of Certain Shareholders” below).

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The Acquisition

On November 1, 2013, we entered into an acquisition agreement (the “Acquisition Agreement”) with Tandberg and the shareholders of Tandberg providing for the acquisition of Tandberg by the Company (the “Acquisition”). If the Acquisition is completed, Tandberg will become a wholly-owned subsidiary of the Company and the shareholders of Tandberg will be entitled to receive 47,152,630 shares of common stock of the Company (assuming no shares of common stock are issued after the date of the Acquisition Agreement but before the closing other than upon conversion of outstanding convertible promissory notes and the exercise of all exercisable securities of the Company having an exercise price of not more than $1.30 per share) (collectively, with any additional shares that are issuable pursuant to the Acquisition Agreement the “Acquisition Shares”), such that, following the completion and as a result of the Acquisition, the former shareholders of Tandberg will own, by virtue of the issuance of the Acquisition Shares, approximately 54% of the common stock of the Company (assuming the exercise of all exercisable securities of the Company having an exercise price of not more than $1.30 per share but excluding the conversion of the Company’s outstanding convertible promissory notes issued in February 2013 and November 2013, other than such portion of the notes, if any, that are actually converted into common stock).

As a result of the Acquisition, our shareholders’ existing share ownership and voting power will be diluted by the issuance of 47,152,630 new shares, which represent 152% of our outstanding common stock as of the filing date of this preliminary proxy statement, and 54% of our outstanding common stock that would be outstanding at the closing of the Acquisition.

The Acquisition Agreement is included as Annex A to this proxy statement.

Conversion of Existing Convertible Notes; Convertible Note Financing

In connection with the entry into the Acquisition Agreement, the Company entered into an amended and restated Note Purchase Agreement dated November 1, 2013 (the “NPA”) with certain funds (the “Cyrus Funds”) for whom Cyrus Capital Partners, L.P. serves as investment manager, and certain other note purchasers party thereto, which NPA amended and restated the Note Purchase Agreement dated February 12, 2013 between the Company, the Cyrus Funds and the other note purchasers party thereto. The Cyrus Funds, together with affiliates, are the beneficial owners of the Tandberg Shares.

Pursuant to the NPA, immediately upon our filing of the preliminary version of this proxy statement, all of convertible promissory notes previously issued pursuant to the NPA in February 2013 automatically converted into shares of Common Stock pursuant to their existing terms and at their existing conversion price of $1.30 per share, subject to a limitation prohibiting any such holder (or group of affiliated holders) from holding more than 19.99% of the Company’s outstanding common stock immediately following such conversion. As a result of such conversion, the Cyrus Funds hold 19.99% of the Company’s common stock and, upon the closing of the Acquisition, will, with affiliates, hold approximately 63% of the Company’s outstanding stock (assuming no other shares of Common Stock are issued after the date of the Acquisition Agreement but before the Closing and the exercise of all exercisable securities of the Company having an exercise price of not more than $1.30 per share), which holding of shares of the Company’s common stock will be subject to the Voting Agreement described on page 3. The NPA does not amend or modify the terms of the remaining portion of such notes that do not convert and that are scheduled to mature on February 13, 2017.

Pursuant to the NPA, the Cyrus Funds agreed to purchase, and the Company agreed to sell to the Cyrus Funds, additional convertible promissory notes (the “Additional Notes”) of the Company in aggregate original principal amount of $7.0 million in exchange for the payment of the purchase price by the Cyrus Funds in an equivalent amount. The Additional Notes shall be issued upon satisfaction of the following conditions:

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The Additional Notes, when issued, are scheduled to mature on the fourth (4 ^th ) anniversary of the date of their issuance; provided, however, that if any party to the Acquisition Agreement terminates the Acquisition Agreement pursuant to Article 10 of the Acquisition Agreement, the Company shall be required, no later than ninety (90) days after such termination, to prepay the Additional Notes in full, together with all accrued and unpaid interest thereon. In addition, the Company is entitled, at its option, to prepay the Additional Notes in full or in part within ninety (90) days following the consummation of the Acquisition.

Board of Directors and Management of the Company Following the Acquisition; Voting Agreement

Following the closing of the Acquisition, the Company’s board of directors will be expanded to seven directors, five of whom initially will be the current members of our Board of Directors, and two of whom will initially be selected by the Tandberg Shareholders. In connection with the closing of the Acquisition, the Company and the Tandberg Shareholders will enter into a Voting Agreement pursuant to which, until the earlier of (a) the filing by the Company of its annual report on Form 10-K for the fiscal year ending on or about June 30, 2015 with the Securities & Exchange Commission (the “SEC”) or (b) September 30, 2015 (the “Expiration Date”):

After the Expiration Date (assuming no further issuances of our voting equity securities prior to such date), the Cyrus Funds and affiliates would have the right to appoint all of our directors by virtue of the fact that the Cyrus Funds and affiliates will hold a majority of our outstanding voting stock.

Under the terms of the Acquisition Agreement, Eric Kelly will continue to serve as the president and chief executive officer of the Company and Kurt Kalbfleisch will continue to serve as the senior vice president and chief financial officer of the Company.

Basis of Shareholder Approval Requirement

Our common stock is listed on the NASDAQ Capital Market, and we are subject to the NASDAQ listing standards set forth in its Listing Rules. Although we are not required to obtain shareholder approval under California law in connection with the Acquisition, we are required under Listing Rule 5635(a)(1) and Listing

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Rule 5635(b) to seek shareholder approval of our proposed issuance of the Acquisition Shares at the closing of the Acquisition.

Listing Rule 5635(a)(1) requires shareholder approval prior to the issuance of securities “in connection with” the acquisition of the stock or assets of another company, where due to the present or potential issuance of common stock (or securities convertible into or exercisable for common stock), other than a public offering for cash, the common stock to be issued (a) constitutes voting power in excess of 20% of the outstanding voting power prior to the issuance or (b) is or will be in excess of 20% of the outstanding common stock prior to the issuance. In addition, Listing Rule 5635(b) requires shareholder approval prior to the issuance of securities when such issuance or potential issuance will result in a change of control of a company. NASDAQ may deem a change of control to occur when, as a result of an issuance, an investor or a group would own, or have the right to acquire, 20% or more of the outstanding shares of common stock or voting power and such ownership or voting power would be the largest ownership position of the issuer.

The total shares proposed to be issued to the Tandberg shareholders is 47,152,630 shares, or approximately 152% of our outstanding shares of our outstanding common stock, based on the shares outstanding as of the filing date of this preliminary proxy statement or approximately 54% of our outstanding shares of common stock that would be outstanding at the closing of the Acquisition. In addition, the Cyrus Funds and affiliates, assuming the conversion of all of the convertible promissory notes held by the Cyrus Funds and affiliates (subject to certain limitations on conversion) and including the number of shares of Common Stock currently owned by the Cyrus Funds and affiliates, would own approximately 55,098,130 shares of our common stock (including the Acquisition Shares), which subject to the Voting Agreement described on page 3, is expected to represent approximately 63% of the total voting power of the Company’s voting securities following the closing of the Acquisition.

In addition, under NASDAQ Listing Rule 5635(d), prior shareholder approval is required for the issuance, other than in a public offering, of securities convertible into common stock at a price less than the greater of book or market value of the common stock if the securities are convertible into 20% or more of a company’s common stock. Because the Acquisition Shares will be issued in exchange for all of the capital stock of Tandberg, the deemed issuance price of the Acquisition Shares may be less than the greater of the book or market value of our common stock immediately before the closing of the Acquisition. If the proposal is approved, the issuance of the Acquisition Shares will exceed 20% of our common stock currently outstanding. Because the issuance price may be below the greater of the book or market value of our Common Stock immediately prior to the closing of the Acquisition, we believe the NASDAQ Listing Rules require that we obtain shareholder approval of the issuance of the Acquisition Shares at the closing of the Acquisition. Therefore, we are requesting shareholder approval for the issuance of the Acquisition Shares under the NASDAQ Listing Rules.

When the Acquisition is Expected to be Completed

We currently anticipate that the Acquisition will be completed in the              quarter of calendar year         . However, there can be no assurances that the Acquisition will be completed at all or, if completed, that it will be completed in the              quarter of calendar year         .

Date, Time and Place of the Special Meeting of Shareholders

The special meeting will be held at the CityView Plaza Conference Center located at 100 W. San Fernando Street, San Jose, CA 95113, on         ,         , 2013 at              (Pacific Time).

Record Date, Outstanding Shares and Quorum Requirement

You are entitled to vote at the special meeting if you owned shares of our common stock at the close of business on                     , 2013, the record date for the determination of shareholders entitled to vote at the meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our common stock issued and outstanding as of the close of business on the record date for the determination of shareholders entitled to

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vote at the meeting will constitute a quorum. On the record date, there were              shares of our common stock issued and outstanding.

Vote Required

Each share of our common stock outstanding on the record date for the determination of shareholders entitled to vote at the meeting will be entitled to one vote, in person or by proxy, on each matter submitted for the vote of shareholders. The approvals of the issuance of the Acquisition Shares, the issuance of shares upon the conversion of outstanding promissory Notes, the amendment to the 2009 Equity Plan, and the adjournment of the Special Meeting require the affirmative vote of the holders of a majority of the shares of our common stock casting votes in person or by proxy at the Special Meeting. The number of such affirmative votes must be at least a majority of the required quorum for the Special Meeting. The approvals to amend our Articles of Incorporation to increase the authorized shares and to amend our Articles of Incorporation to effect a reverse stock split require the affirmative vote of the holders of a majority of the shares of our common stock issued and outstanding at the record date, and entitled to vote on such proposals.

Voting of Proxies

Any shareholder entitled to vote at the special meeting whose shares are registered in his, her or its name may submit a proxy by telephone or via the Internet in accordance with the instructions provided on the enclosed proxy card, or by returning the enclosed proxy card by mail, or may attend the special meeting and vote in person by appearing at the special meeting.

If your shares are held in “street name” by a broker, bank, or other nominee, you should advise your broker, bank, or other nominee how to vote your shares using the instructions provided by your broker, bank, or other nominee. If you do not provide your broker, bank, or other nominee with instructions, your shares will not be voted and that will have the same effect as a vote “ AGAINST ” the approval of the issuance of the Acquisition Shares, but will have no effect on the adjournment proposal.

Revocability of Proxies

As a shareholder of record, once you have submitted your proxy by mail, telephone or via the Internet, you may revoke it at any time before it is voted at the special meeting. You may revoke your proxy in any one of three ways:

Please note that if you hold your shares in “street name” through a broker, bank or other nominee and you have instructed your broker, bank or other nominee to vote your shares, the above-described options for changing your vote do not apply, and instead, you must follow the instructions received from your broker, bank or other nominee to change your vote.

Recommendation of Our Board of Directors as to the Issuance of the Acquisition Shares

After careful consideration, our Board of Directors unanimously recommends that you vote FOR the proposal to approve the issuance of 47,152,630 shares of common stock of the Company (assuming no shares of common stock are issued after the date of the acquisition agreement but before the closing other than upon conversion of outstanding convertible promissory notes and the exercise of all exercisable securities of the Company having an exercise price of not more than $1.30 per share) as the Acquisition Shares and FOR any

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proposal to adjourn the special meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received to approve the proposals at the special meeting.

Interests of the Company’s Executive Officers and Directors in the Acquisition

When considering the recommendation of the Company’s Board of Directors, you should be aware that certain of our executive officers and directors have interests in the Acquisition other than their interests as the Company shareholders generally, pursuant to individual agreements with certain officers and directors. These interests are different from your interests as a the Company shareholder, however, the members of our board of directors have taken these additional interests into consideration.

A “change in control” for purposes of the individual award agreements, employment agreements, and the Company plans discussed below is deemed to occur if, among other things, any person or entity becomes the beneficial owner, directly or indirectly, of 50% or more of the combined voting power of the Company’s outstanding voting securities. Upon the completion of the transaction, the Cyrus Funds and their affiliates will own approximately 63% of the voting power of the Company, triggering a change in control for purposes of these agreements and plans.

Each of our non-employee directors holds stock options to acquire shares of our common stock. Pursuant to their award agreements under the Company’s equity compensation plans, any stock options issued to the non-employee directors in their capacity as non-employee directors and that remain unvested as of the date of a change in control of the Company will become fully vested and exercisable as of the date of the change in control. As of October 16, 2013, our non-employee directors did not hold any unvested stock options to purchase shares of the Company common stock. In addition, Scott McClendon holds 226,347 unvested Restricted Stock Units that will vest upon the Change in Control.

Interests of Certain Shareholders

Tandberg is 100% beneficially owned by the Cyrus Funds and their affiliates. The Cyrus Group would receive 47,152,630 shares of our common stock upon the closing of the Acquisition, representing approximately 54% of the common stock of the Company following the closing of the Acquisition (assuming no shares of common stock are issued after the date of the Acquisition Agreement but before the Closing other than upon conversion of outstanding convertible promissory notes and the exercise of all exercisable securities of the Company having an exercise price of not more than $1.30 per share). In addition, if the Acquisition is consummated the Cyrus Funds and their affiliates will have the right to appoint two (2) directors to our Board of Directors. The Cyrus Funds also hold 7,945,500 shares of our common stock, and hold or have the right to acquire convertible promissory notes having a principal amount of approximately $9.5 million, which are convertible into 8,944,410 shares of our common stock.

Opinion of Financial Advisor

On October 31, 2013, Roth Capital Partners, LLC, or “Roth,” rendered an opinion to our Board of Directors that the issuance of the Acquisition Shares to the holders of Tandberg was fair, from a financial point of view, to the Company, as of October 31, 2013, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Roth in preparing its opinion.

Our Conduct of Business Pending the Acquisition

As described below and set forth in the Acquisition Agreement, (i) we have agreed that, from November 1, 2013 through the effective time of the Acquisition, subject to certain exceptions, we will not take certain actions without Tandberg’s prior written consent and (ii) Tandberg has agreed that, from November 1, 2013 through the effective time of the Acquisition, subject to certain exceptions, Tandberg will not take certain actions without our prior written consent.

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Registration Rights Agreement

If the Acquisition is consummated, we will enter into a Registration Rights Agreement with the Tandberg Shareholders pursuant to which we will grant the Tandberg Shareholders the right to participate in registered public offerings we initiate, subject to certain limitations and exceptions. In the event that the managing underwriter advises us in writing that marketing factors require a limitation on the number of shares that can be included in the registration statement, the shares will be included in the registration statement in an agreed order of preference.

Restrictions on Solicitations of Other Offers and Change in Recommendation

The Acquisition Agreement restricts our ability to solicit or engage in discussions or negotiations with third parties regarding alternative acquisition proposals. However, subject to specified conditions, we may furnish information to, or enter into discussions or negotiations with, a third party in response to an unsolicited acquisition proposal from such third party if our Board of Directors determines in good faith (after consultation with its outside financial advisors and outside legal counsel) that it is required to take the actions with respect to such proposal in order to avoid a breach of its fiduciary duties to the shareholders of the Company.

Conditions That Must Be Satisfied or Waived for the Acquisition to Occur

As more fully described in this proxy statement and in the Acquisition Agreement, the completion of the Acquisition depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others, absence of any injunction prohibiting the consummation of the Acquisition and absence of any legal requirements enacted by any court or other governmental entity since the date of the Acquisition Agreement that remain in effect prohibiting consummation of the Acquisition.

Termination of the Acquisition Agreement

The Acquisition Agreement may be terminated and the Acquisition may be abandoned at any time prior to the effective time of the Acquisition in certain cases, by either the Company or by Tandberg.

Termination Fee

We have agreed to pay Tandberg a termination fee of $900,000 if the Acquisition Agreement is terminated by us because we have accepted a proposal from a third party relating to an alternative acquisition.

Material U.S. Federal Income Tax Consequences to Shareholders

We do not believe the completion of the Acquisition or the issuance of the Acquisition Shares will have any material tax consequences on the holders of our existing shares of common stock.

Regulatory Approvals

The Company does not believe that any material regulatory approvals, filings, or notices are required in connection with the Acquisition other than the approvals, filings, or notices required under the federal securities laws and the filing of supporting documentation, as specified in the Luxembourg Companies Law, with the Luxembourg Register of Commerce and Companies.

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Market Price and Dividends

Our common stock is listed on the NASDAQ Capital Market under the trading symbol “OVRL.” On October 31, 2013, which was the last trading day before we announced the transaction, our common stock closed at $0.90. On                 , 2013, which was the last trading day before the date of this proxy statement, our common stock closed at $            .

Appraisal Rights

Under California law, our shareholders do not have any “dissenters’ rights” or rights to an appraisal of the value of their shares in connection with the Acquisition or the issuance of the Acquisition Shares.

Additional Information

You can find more information about the Company in the periodic reports and other information we file with the SEC. The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov. For a more detailed description of the additional information available, see “Where You Can Find More Information” beginning on page 83 below.

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QUESTIONS AND ANSWERS ABOUT THE ISSUANCE OF THE ACQUISITION SHARES AND THE SPECIAL MEETING OF SHAREHOLDERS

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposed Acquisition. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, including the annexes and the documents we refer to in this proxy statement.

The Issuance of the Acquisition Shares and Related Transactions

We are not seeking shareholder approval or adoption of the Acquisition Agreement, or the acquisition of Tandberg. However, we cannot complete the Acquisition and the issuance of the Acquisition Shares unless the holders of a majority of outstanding shares of our common stock that are entitled to vote at the special meeting vote in favor of the proposal to approve the issuance of the Acquisition Shares.

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Pursuant to the NPA, upon the Company’s filing of the preliminary version of this proxy statement for the approval of the issuance of the shares issuable in the Acquisition, all of convertible promissory notes previously issued pursuant to the NPA in February 2013 automatically converted into shares of Common Stock pursuant to their existing terms and at their existing conversion price of $1.30 per share, subject to a limitation prohibiting any such holder (or group of affiliated holders) from holding more than 19.99% of the Company’s outstanding common stock immediately following such conversion. As a result of such conversion, the Cyrus Funds hold 19.99% of the Company’s common stock and, upon the closing of the Acquisition, will, with affiliates, hold approximately 63% of the Company’s outstanding stock (assuming no other shares of Common Stock are issued after the date of the Acquisition Agreement but before the Closing and the exercise of all exercisable securities of the Company having an exercise price of not more than $1.30 per share), which shares shall be subject to the Voting Agreement described on page 52.

Pursuant to the NPA, the Cyrus Funds agreed to acquire, and the Company agreed to sell to the Cyrus Funds, additional convertible promissory notes (the “Additional Notes”) of the Company in aggregate original principal amount of $7.0 million in exchange for the payment of the purchase price by the Cyrus Funds in an equivalent amount. The Additional Notes shall be issued upon satisfaction of the following conditions:

The Additional Notes are scheduled to mature on the fourth (4 ^th ) anniversary of the date of their issuance; provided, however, that if any party to the Acquisition Agreement terminates the Acquisition Agreement pursuant to Article 10 of the Acquisition Agreement, the Company shall be required, no later than ninety (90) days after such termination, to prepay the Additional Notes in full, together with all accrued and unpaid interest thereon. In addition, the Company is entitled, at its option, to prepay the Additional Notes in full or in part within ninety (90) days following the consummation of the Acquisition.

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The Special Meeting

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As of the record date, our executive officers and directors held an aggregate of                  shares of our common stock, which represents approximately     % of all shares issued and outstanding on the record date.

With respect to Proposal 1, if you do not submit a proxy or voting instructions or do not vote in person at the meeting, your shares will not be counted in determining the outcome of these proposals. If you “ ABSTAIN ” from voting on Proposal 1, the effect will be the same as a vote “ AGAINST ” that proposal.

Proposal 2, the approval of an amendment to the Amended and Restated Articles of Incorporation to increase the authorized number of shares of common stock from 90,200,000 shares to 125,000,000 shares, requires the affirmative vote of the holders of a majority of the shares issued and outstanding on the record date, and entitled to vote at the meeting. The number of such affirmative votes must be at least a majority of the required quorum for the special meeting. If you do not submit a proxy or voting instructions or do not vote in person at the meeting or if you “ ABSTAIN ” from voting on Proposal 2, the effect will be the same as a vote against Proposal 2.

Proposal 3, the proposal to approve the issuance of up to 17,192,304 shares of the Company’s common stock, which were issued or are issuable upon the conversion of outstanding promissory notes issued in February 2013 and November 2013 and additional convertible promissory notes to be issued pursuant to the NPA, together with any shares of our common stock issued or to be issued by the Company as payment

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of interest on such notes, requires the affirmative vote of the holders of a majority of the shares of our common stock casting votes in person or by proxy on this proposal at the Special Meeting. The number of such affirmative votes must be at least a majority of the required quorum for the Special Meeting.

With respect to Proposal 3, if you do not submit a proxy or voting instructions or do not vote in person at the meeting, your shares will not be counted in determining the outcome of these proposals. If you “ ABSTAIN ” from voting on Proposal 3, the effect will be the same as a vote “ AGAINST ” that proposal.

Proposal 4, the proposal to authorize the Board of Directors, in its discretion, to effect a reverse stock split of our common stock at a specific ratio, ranging from one-for-two to one-for-ten, to be determined by the Board of Directors and effected, if at all, within one year from the date of the special meeting, requires the affirmative vote of the holders of a majority of the shares of our common stock issued and outstanding on the record date, and entitled to vote at the meeting. If you do not submit a proxy or voting instructions or do not vote in person at the meeting, or if you “ ABSTAIN ” from voting on Proposal 4, the effect will be the same as a vote “ AGAINST ” Proposal 4.

Proposal 5, the proposal to approve amendments to our 2009 Equity Incentive Plan, including an increase in the number of shares of common stock available for award grant purposes under the 2009 Equity Incentive Plan by 7,000,000 shares of common stock, requires the affirmative vote of the holders of a majority of the shares casting votes in person or by proxy on this Proposal 5 at the special meeting. The number of such affirmative votes must be at least a majority of the required quorum for the special meeting.

With respect to Proposal 5, if you do not submit a proxy or voting instructions or do not vote in person at the meeting, your shares will not be counted in determining the outcome of these proposals. If you “ ABSTAIN ” from voting on Proposal 5, the effect will be the same as a vote “ AGAINST ” that proposal.

Proposal 6, approval of the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the issuance of the Acquisition Shares, requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting, and entitled to vote on the matter at the special meeting.

With respect to Proposal 6, if you do not submit a proxy or voting instructions or do not vote in person at the meeting, your shares will not be counted in determining the outcome of these proposals. If you “ ABSTAIN ” from voting on Proposal 6, the effect will be the same as a vote “ AGAINST ” that proposal.

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If your shares of our common stock are registered directly in your name with our transfer agent, Wells Fargo Bank, N.A., you are considered the shareholder of record with respect to those shares. If you are a shareholder of record as of the close of business on the record date for the determination of shareholders entitled to vote at the meeting, you have the right to vote your shares in person at the special meeting. If you choose to do so, you can vote at the special meeting using the written ballot that will be provided at the meeting or you can complete, sign and date the enclosed proxy card you received with this proxy statement and submit it at the special meeting.

If your shares are held in a stock brokerage account or by a bank, broker, or other nominee (that is, in “street name”) rather than directly in your own name with our transfer agent, you are considered a beneficial owner of your shares and this proxy statement is being forwarded to you by your bank, broker, or other nominee. As the beneficial owner, you may attend the special meeting and vote your shares in person at the special meeting only if you obtain a legal proxy from the bank, broker, or other nominee that holds your shares giving you the right to vote the shares at the meeting.

Even if you plan to attend the special meeting, we recommend that you submit your proxy or voting instructions in advance of the meeting as described below so that your vote will be counted if you later decide not to attend the special meeting.

Submitting a proxy or voting instructions will not affect your right to vote in person should you decide to attend the special meeting, although beneficial owners must obtain a “legal proxy” from the bank, broker, or other nominee that holds their shares giving them the right to vote the shares at the special meeting in order to vote in person at the meeting.

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If you do not submit a proxy or voting instructions or do not vote in person at the meeting, your shares will not be counted in determining the outcome of Proposals 1, 3, 5 and 6 at the special meeting.

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Attendance at the special meeting in and of itself, without voting in person at the meeting, will not cause your previously granted proxy to be revoked.

Please note that if you hold your shares in “street name” through a broker, bank, or other nominee and you have instructed your broker, bank, or other nominee to vote your shares, the above-described options for changing your vote do not apply, and instead, you must follow the instructions received from your broker, bank, or other nominee to change your vote.

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RISK FACTORS

In addition to the other information included or incorporated by reference in this proxy statement, including the matters addressed in the section of the proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information,” you should carefully consider the following risks before deciding how to vote on the proposals presented at the special meeting. The risk factors related to the Acquisition present the material risks directly related to the Acquisition and the integration of the two companies presently known to us. We have also included the material risks associated with each of the businesses of Tandberg and the Company presently known to us, because these risks will also affect the Company following the closing of the Acquisition. The risks below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Information” beginning on page 23.

Risk Factors Related to the Acquisition

Subject to limited exceptions, the exchange ratio is fixed and will not be adjusted in the event of any change in our stock price.

Upon closing of the Acquisition, each share of Tandberg common stock will be converted into the right to receive a pro rata portion of 47,152,630 shares of our common stock (assuming no shares of common stock are issued after the date of the acquisition agreement but before the closing other than upon conversion of the outstanding convertible promissory notes as described below and the exercise of all exercisable securities of the Company having an exercise price of not more than $1.30 per share). This exchange ratio will not be adjusted for changes in the market price of our common stock between the date of signing the Acquisition Agreement and completion of the Acquisition. Changes in the price of our common stock prior to the closing date of the Acquisition will affect the value of the consideration we pay to the Tandberg shareholders on the closing date of the Acquisition. For example, based on the range of closing prices of our common stock during the period from October 31, 2013, the last trading day before public announcement of the Acquisition, through                     , 2013, the latest practicable trading date before the date of this proxy statement, the exchange ratio represented a value ranging from a high of $         to a low of $         for each share of our common stock.

These variations in the price of our common stock could result from changes in our business, operations or prospects prior to or following the Acquisition, our shareholders perceptions of the Acquisition and Tandberg, regulatory considerations, general market and economic conditions, and other factors both within and beyond our control. The Acquisition may be completed a considerable period of time after the date of the special meeting of the shareholders. Therefore, at the time of the special shareholders’ meeting, our shareholders will not know with certainty the value of the consideration being paid to the Tandberg shareholders.

Current shareholders will have reduced ownership and voting interests after the Acquisition.

We will issue 47,152,630 shares of our common stock to the Tandberg Shareholders in the Acquisition (assuming no shares of common stock are issued after the date of the acquisition agreement but before the closing other than upon conversion of the outstanding convertible promissory notes as described below and the exercise of all exercisable securities of the Company having an exercise price of not more than $1.30 per share). Based on the number of shares of common stock of the Company outstanding on             , 2013, the record date for our special meeting, upon the completion of the Acquisition, current Company shareholders and current Tandberg shareholders would own approximately     % and     % of our common stock, respectively, based on the assumptions described above.

Our shareholders currently have the right to vote for the directors of the Company and on other matters affecting the Company. When the Acquisition occurs, each Tandberg shareholder who receives shares of our common stock will become a shareholder of the Company. As a result, the percentage ownership of the Company held by each of our current shareholders will be smaller than such shareholder’s percentage ownership of the

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Company prior to the Acquisition. Our current shareholders will, therefore, have proportionately less ownership and voting interests in the Company following the Acquisition than they have now.

The market price of our common stock may decline as a result of the Acquisition or the issuance of shares of our common stock.

We currently anticipate that the Acquisition will be accretive to earnings per share by our 2015 fiscal year, after factoring in synergies and excluding costs to achieve synergies and other one-time costs related to the Acquisition. This expectation is based on preliminary estimates that are subject to change. We could also encounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated in the Acquisition, or be subject to other factors that affect preliminary estimates. Any of these factors could cause a decrease in our adjusted earnings per share or decrease or delay the expected accretive effect of the Acquisition and contribute to a decrease in the price of our common stock.

In addition, we are unable to predict the potential effects of the issuance of shares of our common stock in connection with the Acquisition on the trading activity and market price of our common stock. We have granted certain piggyback registration rights to the Tandberg Shareholders for the resale of the shares of our common stock issued in connection with the Acquisition. These registration rights would facilitate the resale of such securities into the public market, and any such resale would increase the number of shares of our common stock available for public trading. Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

The Acquisition will result in changes to our board of directors that may affect the strategy and operations of the Company as compared to that of the Company and Tandberg.

If we complete the Acquisition, the composition of our board of directors will change. Following the completion of the Acquisition, our Board of Directors will increase from five to seven directors and two new directors designated for appointment to our board of directors by the Tandberg shareholders will become members of our board of directors. This new composition of our board of directors may affect our business strategy and operating decisions following completion of the Acquisition. In addition, there can be no assurances that the new board will function effectively as a team and that there will not be any adverse effects on our business as a result.

The Acquisition is subject to a number of conditions, including the receipt of consents and clearances from regulatory authorities that may not be obtained, may not be completed on a timely basis or may impose conditions that could have an adverse effect on us.

Completion of the Acquisition is conditioned upon, among other matters, the receipt of certain governmental authorizations, consents, orders, clearances, or other approvals necessary to permit all parties to perform their obligations under the agreement and complete the Acquisition. There can be no assurance that regulators will not impose conditions, terms, obligations, or restrictions and that such conditions, terms, obligations, or restrictions will not have the effect of delaying completion of the Acquisition or imposing additional material costs on, or materially reducing the revenues of, the Company following the Acquisition. In addition, such conditions, terms, obligations, or restrictions may result in the delay or abandonment of the Acquisition.

Any delay in completing the Acquisition may reduce or eliminate the benefits expected to be achieved thereunder.

In addition to the required regulatory approvals and clearances, the Acquisition is subject to a number of other conditions beyond our control that may prevent, delay, or otherwise materially adversely affect its

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completion. We cannot predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required clearances and approvals could delay the completion of the Acquisition for a significant period of time or prevent it from occurring. Any delay in completing the Acquisition could cause us not to realize some or all of the synergies and other benefits that we expect to achieve if the Acquisition is successfully completed within its expected time frame.

Uncertainties associated with the Acquisition may cause a loss of management personnel and other key employees which could adversely affect our future business and operations following the Acquisition.

We are dependent on the experience and industry knowledge of our officers and other key employees to execute our business plans. Our success after the Acquisition will depend in part upon our ability to retain key management personnel and other key employees. Our current and prospective employees may experience uncertainty about their roles within the Company following the Acquisition or other concerns regarding our operations following the Acquisition, any of which may have an adverse effect on our ability to attract or retain key management and other key personnel. Accordingly, no assurance can be given that we will be able to attract or retain key management personnel and other key employees until the Acquisition is consummated or following the Acquisition to the same extent that we have previously been able to attract or retain such employees.

Failure to complete the Acquisition could negatively impact our business, financial condition, results of operations or stock prices.

Completion of the Acquisition is conditioned upon the satisfaction of certain closing conditions, including the approval of the issuance of the Acquisition Shares by our shareholders, as set forth in the Acquisition Agreement. The required conditions to closing may not be satisfied in a timely manner, if at all, or, if permissible, waived. If the Acquisition is not consummated for these or any other reasons, our ongoing business may be adversely affected and will be subject to a number of risks and consequences, including the following:

In addition, any delay in the consummation of the Acquisition, or any uncertainty about the consummation of the Acquisition, may adversely affect our future business, growth, revenue, and results of operations.

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The expected benefits of the Acquisition may not be realized.

To be successful after the Acquisition, we will need to combine and integrate the operations of the Company and Tandberg. Integration will require substantial management attention and could detract attention from the day-to-day business of the Company. We could encounter difficulties in the integration process, such as difficulties offering products and services, the need to revisit assumptions about reserves, revenues, capital expenditures and operating costs, including synergies, the loss of key employees or customers or the need to address unanticipated liabilities. If we cannot integrate our business and Tandberg’s business successfully, we may fail to realize the expected benefits of the Acquisition. In addition, we cannot be assured that all of the goals and anticipated benefits of the Acquisition will be achievable, particularly as the achievement of the benefits are in many important respects subject to factors that we do not control. These factors would include such things as the reactions of third parties with whom we enter into contracts and do business and the reactions of investors and analysts.

The obligations and liabilities of Tandberg, some of which may be unanticipated or unknown, may be greater than we have anticipated, which may diminish the value of Tandberg to us.

Tandberg’s obligations and liabilities, some of which may not have been disclosed to us or may not be reflected or reserved for in Tandberg’s historical financial statements, may be greater than we have anticipated. The obligations and liabilities of Tandberg could have a material adverse effect on Tandberg’s business or Tandberg’s value to us or on our business, financial condition, or results of operations. We have only limited indemnification from the Tandberg Shareholders under the Acquisition Agreement with respect to obligations or liabilities of Tandberg, whether known or unknown. In addition, even in cases where we are able to obtain indemnification, we may discover liabilities greater than the contractual limits or the financial resources of the indemnifying party. In the event that we are responsible for liabilities substantially in excess of any amounts recovered through rights to indemnification or alternative remedies that might be available to us, or any applicable insurance, we could suffer severe consequences that would substantially reduce our earnings and cash flows or otherwise materially and adversely affect our business, financial condition, or results of operations.

Our future results following the Acquisition may differ materially from the unaudited pro forma financial information included in this document.

The unaudited pro forma combined financial information contained in this document is presented for purposes of presenting our historical consolidated financial statements with Tandberg’s historical consolidated financial statements as adjusted to give effect to the contemplated Acquisition and is not necessarily indicative of the financial condition or results of operations of the Company following the Acquisition. The unaudited pro forma combined financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to Tandberg’s acquired assets and liabilities. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Tandberg as of the date of the completion of the Acquisition. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect our financial condition and results of operations following the Acquisition. Any change in our financial condition or results of operations may cause significant variations in the price of our common stock. See the section entitled “ Unaudited Pro Forma Condensed Combined Financial Information ” beginning on page 94 for more information.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of June 30, 2013, we had substantial federal and state net operating loss carryforwards. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards to offset its post-change income and taxes may be limited. In general, an “ownership change” generally occurs if there is a

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cumulative change in our ownership by “five-percent stockholders” that exceeds 50 percentage points over a rolling three-year period. For these purposes, a five-percent stockholder is generally any person or group of persons that at any time during the applicable testing period has owned 5% or more of our outstanding stock. In addition, persons who own less than 5% of the outstanding stock are grouped together as one or more “public groups,” which are also treated as five-percent stockholders. Similar rules may apply under state tax laws. We may experience ownership changes as a result of the Acquisition or in the future as a result of future transactions in our stock, some of which may be outside our control. As a result, our ability to use our pre-change net operating loss carryforwards to offset United States federal and state taxable income and taxes may be subject to limitations.

We expect to incur substantial expenses related to the Acquisition and our integration of Tandberg.

We expect to incur significant transaction costs and significant synergy planning and integration costs in connection with the Acquisition. While we have assumed that this level of expense will be incurred, there are many factors beyond our control that could affect the total amount or the timing of the Acquisition and integration expenses. Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. To the extent these Acquisition and integration expenses are higher than anticipated, our future operating results and financial condition may be materially adversely affected and our ability to meet the covenants mandated by our credit obligations may be impaired.

We may be unable to integrate Tandberg’s business with our own successfully.

The Acquisition involves the combination of two companies that operate as independent companies. Following the Acquisition, we will be required to devote significant management attention and resources to integrating Tandberg’s business practices and operations with our own. Potential difficulties we may encounter as part of the integration process include the following:

In addition, the Company and Tandberg have operated and, until the completion of the Acquisition, will continue to operate independently. It is possible that the integration process could result in diversion of the attention of each company’s management which could adversely affect each company’s ability to maintain relationships with customers, clients, employees, and other constituencies or our ability to achieve the anticipated benefits of the Acquisition, or could reduce each company’s operating results or otherwise adversely affect our business and financial results following the Acquisition.

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Our future results will suffer if we do not effectively manage our expanded operations following the Acquisition.

Following the Acquisition, the size of our business will effectively double. Our future success depends, in part, upon our ability to manage this expanded business, which will pose substantial challenges for our management, including challenges related to the management and monitoring of new operations, significantly increased foreign operations, and associated increased costs and complexity. There can be no assurances that we will be successful following the Acquisition.

The Acquisition will increase our overall exposure to our international operations.

The growth and profitability of the Company following the Acquisition will depend on the level of economic activity in the European Union and certain emerging market countries, including China. Economic conditions in the European Union and emerging market countries could have a material adverse effect on our business, results of operations and financial condition following the consummation of the Acquisition.

The Acquisition will also increase our exposure to fluctuations in currency exchange rates, which affects the translation of local operating results into our consolidated financial statements and could have a material adverse effect on our business, results of operations and financial condition.

The Acquisition may result in a loss of customers, clients and strategic alliances.

As a result of the Acquisition, some of the customers, clients, potential customers or clients or strategic partners of the Company or Tandberg may terminate their business relationship with the Company following the Acquisition. Potential clients or strategic partners may delay entering into, or decide not to enter into, a business relationship with us because of the Acquisition. If customer or client relationships or strategic alliances are adversely affected by the Acquisition, our business and financial performance following the Acquisition would suffer.

The market price of our common stock may be affected by factors different from those affecting the shares of our common stock prior to consummation of the Acquisition.

Our historical business differs from that of Tandberg. Accordingly, the results of operations of the combined company and the market price of our common stock may be affected by factors different from those that previously affected the independent results of operations of each of the Company and Tandberg.

Third parties may terminate or alter existing contracts with Tandberg.

Tandberg has contracts with customers that have “change of control” or similar clauses that allow the counterparty to terminate or change the terms of their contract upon the closing of the transactions contemplated by the Acquisition Agreement. The Company and Tandberg have agreed to work together to identify any such material contracts and to obtain necessary consents from such third parties, but if these third party consents cannot be obtained, or are obtained on unfavorable terms, we may lose the benefit of such contracts going forward, including benefits that may be material to our business following the Acquisition. We do not anticipate that we will know whether any contracts will be terminated, or whether any such contracts will be renegotiated, until the Acquisition has been completed and, accordingly, we cannot currently quantify the financial impact, if any, of the loss of any benefits of such contracts.

We face a number of additional risks related to the operations of our business.

You should carefully consider each of the risk factors set forth in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2013 in evaluating our business and prospects. The risks and uncertainties described in this proxy statement are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the risks actually occur, our business and financial results could be harmed. In that case the trading price of our common stock could decline.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement and the documents to which we refer you in this proxy statement contain forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction, or disappointment with current prospects, as well as words such as “believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “anticipates,” and variations thereof, or the use of future tense, 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 our actual results could differ materially from those contained in such statements. Factors that could cause or contribute to such differences include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive acquisition agreement, the failure to obtain shareholder approval or the failure to satisfy the closing conditions, the failure to obtain the necessary regulatory approvals on conditions permissible under the acquisition agreement, risks related to disruption of management’s attention from our ongoing business operations due to the transaction, the effect of the announcement of the acquisition on the ability of the Company and Tandberg to retain customers and retain and hire key personnel and maintain relationships with its suppliers, operating results and business generally; our ability to maintain and increase sales volumes of our products; our ability to continue to aggressively control costs and operating expenses; our ability to achieve the intended cost savings and maintain quality with our manufacturing partner; our ability to generate cash from operations; the ability of our suppliers to provide an adequate supply of components for our products at prices consistent with historical prices; our ability to raise outside capital and to repay our debt as it comes due; our ability to introduce new competitive products and the degree of market acceptance of such new products; the timing and market acceptance of new products introduced by our competitors; our ability to maintain strong relationships with branded channel partners; our ability to regain compliance with the continued listing requirements of, and thereby maintain the listing of our common stock on, the NASDAQ Capital Market; customers’, suppliers’, and creditors’ perceptions of our continued viability; rescheduling or cancellation of customer orders; loss of a major customer; our ability to enforce our intellectual property rights and protect our intellectual property; general competition and price measures in the market place; unexpected shortages of critical components; worldwide information technology spending levels; general economic conditions; and the other concerns identified in Risk Factors above. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. The underlying expected actions or our results of operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. These forward-looking statements speak only as of the date on which the statements were made and we undertake no obligation to update or revise any forward-looking statements made in this proxy statement or elsewhere as a result of new information, future events, or otherwise, except as required by law.

In addition to other factors and matters contained or incorporated in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

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Many of the factors that will determine our future results are beyond our ability to control or predict. We cannot guarantee any future results, levels of activity, performance, or achievements. In light of the significant uncertainties inherent in the forward-looking statements, readers should not place undue reliance on forward-looking statements, which speak only as of the date on which the statements were made and it should not be assumed that the statements remain accurate as of any future date.

You should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent forward-looking statements that may be issued by us or persons acting on our behalf.

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SOLICITATION AND VOTING

Voting Rights and Outstanding Shares

We will begin mailing this proxy statement and the accompanying proxy card on or about             , 2013 to all shareholders of record that are entitled to vote. Each share of our common stock that you own entitles you to one vote on all matters to be voted upon at the special meeting. Only shareholders that owned our common stock at the close of business on             ,             , the record date, are entitled to vote at the special meeting. On the record date,             shares of our common stock were outstanding.

The proxy card indicates the number of shares of our common stock that you own. We will have a quorum to conduct the business of the special meeting if holders of a majority of the shares of our common stock are present, in person or by proxy. Abstentions and broker non-votes (i.e., shares of common stock held by a broker, bank, or other nominee that are represented at the special meeting, but that the broker, bank, or other nominee is not empowered to vote on a particular proposal) will be counted in determining whether a quorum is present at the special meeting. Brokers, banks, and other nominees typically do not have discretionary authority to vote on non-routine matters. Under the rules of the New York Stock Exchange (the “NYSE”), as amended (the “NYSE Rules”), which apply to all NYSE-licensed brokers, brokers have discretionary authority to vote on routine matters when they have not received timely voting instructions from the beneficial owner.

The proposal to approve the issuance of 47,152,630 shares of common stock of the Company, assuming no shares of common stock are issued after the date of the acquisition agreement but before the closing, other than upon conversion of outstanding convertible promissory notes and the exercise of all exercisable securities of the company having an exercise price of not more than $1.30 per share (collectively, the “Acquisition Shares”) (“Proposal 1”), the proposal to approve an amendment to the Amended and Restated Articles of Incorporation to increase the authorized number of shares of common stock from 90,200,000 shares to 125,000,000 shares (“Proposal 2”), the proposal to approve the issuance of the issuance of up to 17,192,304 shares of the company’s common stock, which were issued or are issuable upon the conversion of outstanding promissory notes issued in February 2013 and November 2013 and additional convertible promissory notes to be issued pursuant to the NPA, together with any shares of our common stock issued or to be issued by the Company as payment of interest on such notes (“Proposal 3”), the proposal to approve amendments to our 2009 Equity Incentive Plan, including an increase in the number of shares of common stock available for award grant purposes under the 2009 Equity Incentive Plan by 7,000,000 shares of common stock (“Proposal 5”), and the proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the issuance of the Acquisition Shares (“Proposal 6”), are not routine matters and therefore a broker may not be entitled to vote shares held in street name on these proposals absent instructions from the beneficial holder of such shares. Consequently, if your shares are held in street name and you do not submit any voting instructions to your bank, broker or other nominee, your shares will not be voted on these proposals and will be considered a “broker non-vote.” In order to minimize the number of broker non-votes, we encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice of Special Meeting of Shareholders.

Voting Shares Registered in Your Name

If you are a shareholder of record, you may vote in one of four ways:

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If you are a shareholder of record, then you may go to http://www.eproxy.com/ovrl/ to vote your shares via the Internet. The votes represented by this proxy will be generated on the computer screen and you will be prompted to submit or revise your vote as desired. If you are using a touch-tone telephone and are calling from the United States or Canada, then you may vote your shares by calling 1-800-560-1965 and following the recorded instructions.

Votes submitted by telephone or via the Internet must be received by 9:00 p.m. (Pacific Time) on             , 2013. Submitting your proxy by telephone or via the Internet will not affect your right to vote in person should you decide to attend the special meeting.

Voting Shares Registered in the Name of a Broker, Bank or Other Nominee

Most beneficial owners whose stock is held in street name will receive instructions for voting their shares from their broker, bank, or other nominee, rather than our proxy card.

A number of brokers and banks participate in a program provided through Broadridge that allows shareholders to grant their proxy to vote shares by means of the telephone or via the Internet. If your shares are held in an account with a broker or bank participating in the Broadridge program, then you may vote your shares telephonically by calling the telephone number shown on the instruction form received from your broker or bank, or via the Internet at Broadridge’s web site at http://www.proxyvote.com .

If you wish to vote in person at the special meeting, then you must obtain a legal proxy issued in your name from the broker, bank, or other nominee that holds your shares of record.

Tabulation of Votes

A representative from our transfer agent, Wells Fargo Bank, N.A., will tabulate the votes. The shares of our common stock represented by proxy will be voted in accordance with the instructions given on the proxy so long as the proxy is properly executed and received by us prior to the close of voting at the special meeting or any adjournment or postponement of the special meeting. If no instructions are indicated on a properly executed proxy, the shares will be voted as the Board of Directors recommends on the proposals. The persons named as proxies will vote on any other matters properly presented at the Special Meeting in accordance with their best judgment.

Revocability of Proxies

As a shareholder of record, once you have submitted your proxy by mail, telephone, or via the Internet, you may revoke it at any time before it is voted at the special meeting. You may revoke your proxy in any one of three ways:

Please note that if you hold your shares in “street name” through a broker, bank, or other nominee and you have instructed your broker, bank, or other nominee to vote your shares, the above-described options for changing your vote do not apply, and instead, you must follow the instructions received from your broker, bank, or other nominee to change your vote.

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Solicitation

This solicitation is made by our Board of Directors and we will bear the entire cost of soliciting proxies, including the preparation, assembly, printing, and mailing of this proxy statement, the proxy card, and any additional information furnished to shareholders. We will provide copies of solicitation materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock that are beneficially owned by others for forwarding to the beneficial owners. We may reimburse persons representing beneficial owners of common stock for their costs of forwarding solicitation materials to the beneficial owners. Solicitations will be made primarily through the mail, but may be supplemented by telephone, facsimile, Internet, or personal solicitation by our directors, executive officers, employees, or other agents. No additional compensation will be paid to these individuals for these services.

We have engaged The Proxy Group, LLC, to assist in the solicitation of proxies and provide related advice and informational support for a services fee and the reimbursement of customary disbursements that are not expected to exceed $20,000 in the aggregate.