Overland Data, Inc.
Ticker:OVRL 8975 Balboa Avenue
Exchange:NASDAQ-National Market San Diego, CA 92123-1599
Industry:Service (SIC Code 7389) (619) 571-5555

Offering Information
Type of Shares:Common Shares Filing Date:12/24/96
U.S. Shares:3,000,000 Offer Date:2/21/97
Non-U.S. Shares:0 Filing Range:$8.00 - $10.00
Primary Shares:2,386,364 Offer Price:$10.00
Secondary Shares:613,636 Gross Spread:$0.70
Offering Amount: $27,000,000 Selling:$0.45
Expenses:$550,000 Reallowance:$0.10
Shares Out After:9,742,898

Primary Underwriting Group
ManagerTierPhone
Jefferies & Company IncorporatedLead Manager (212) 903-2342
Cruttenden Roth IncorporatedCo-manager (800) 678-9147

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Baker & McKenzie
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Price Waterhouse
Registrar/Transfer Agent: Norwest Bank of Minnesota

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 9/30/96 9/30/95 9/30/96
Revenue:$47.23$12.01$11.02Assets:$21.20
Net Income:$3.16$0.32$0.47Curr Assets:
EPS:Liabilities:$9.63
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$11.57
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company designs, develops, manufactures, markets and supports magnetic tape data storage systems used by businesses for backup, archival and data interchange functions. The company primarily offers three product lines - LibraryXpress, TapeXpress and TapePro - which are designed to meet the data storage needs of client/server networks, workstations, minicomputers and personal computers. The company believes that it is well positioned to take advantage of the rapidly increasing demand for storage capacity, particularly that created by the growth in client/server networks. To address this growing network storage demand, the company introduced the LXB in March 1996, the first product of its LibraryXpress line of automated tape libraries.

Competition
The worldwide tape storage market is intensely competitive as a large number of manufacturers of alternative tape technologies compete for a limited number of customers and barriers to entry are relatively low in the library product category. The company believes that the significant competitive factors affecting its business are price, performance, reliability, support and reputation, and that it competes favorably with regard to each of these factors.

Business Plan
The company intends to continue building a leadership position in the magnetic tape segment of the data storage industry. The company believes that it possesses certain core competencies which will help it attain this leadership position, including: 1) advanced knowledge of hardware/software integration and connectivity, due to its experience in designing and developing both tape drives and libraries; 2) experience in the magnetic tape industry, particularly with respect to innovative mechanical, electrical and firmware designs; 3) comprehensive understanding of, and close contact with, end-user needs; and 4) experienced company intends to leverage these core competencies in the execution of its business strategy.

Use of Proceeds
The proceeds from the proposed offering will be used for the repayment of outstanding indebtedness, working capital and other general corporate purposes.

©1997 IPO Data Systems, Inc. - All rights reserved.