UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 9, 2002
SPACEDEV, INC.
(Exact Name of Registrant as Specified in Charter)
COLORADO
(State or Other Jurisdiction of Incorporation)
000-28947
(Commission File Number)
84-1374613
(IRS Employer Identification No.)
13855 STOWE DRIVE
POWAY, CA 92064
(Address of Principal Executive Offices) (Zip Code)
(858) 375-2000
(Registrants' Telephone Number, Including Area Code)
Item 5. Other Matters.
Registrant has discovered that the beneficial ownership information
included in its Annual Report on Form 10-KSB (filed March 29, 2002), Proxy
Statement on Schedule 14A (filed June 19, 2002) and Annual Report to Security
Holders (filed by paper on June 24, 2002) contains certain errors with respect
to the ownership interest of its Chief Executive Officer, James W. Benson. The
filings listed above each state that Mr. Benson holds or controls 9,578,413
shares of Registrant's common stock, $0.0001 par value, with 186,000 shares held
jointly with his spouse, Registrant's Secretary.
The following table provides corrected information as March 15, 2001
(the date used in the Annual Report on Form 10-KSB) concerning the beneficial
ownership of the Company's common stock by (i) each director, (ii) each named
executive officer, (iii) each shareholder known by the Company to be the
beneficial owner of more than 10% of its outstanding Common Stock, and (iv) the
directors and officers as a group. Except as otherwise indicated, the persons
named in the table have sole voting and investing power with respect to all
shares of Common Stock owned by them.
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Name and Address of Beneficial Amount and Nature of Percent of Class
Title of Class Owner Beneficial Ownership
------------------------------ ----------------------------------- ---------------------------- --------------------
$.0001 par value common stock James W. Benson, CEO and 9,628,413(2) 68%(1)
President and
Susan Benson, Secretary
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Charles H. Lloyd 25,000 7%(1)
Chief Financial Officer
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Curt Dean Blake, Vice President -- <0.1
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Wesley T. Huntress Jr., Director 8,868 <0.1%
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock General Howell M. Estes, III, -- <0.1%
Director
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Robert S. Walker, Director -- <0.1%
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Officers and Directors as a group 9,662,281 65%(1)
(1) Where persons listed on this table have the right to obtain additional
shares of Common Stock through the exercise of outstanding options or
warrants or the conversion of convertible securities within 60 days from
March 15, 2001, these additional shares are deemed to be outstanding for
the purpose of computing the percentage of Common Stock owned by such
persons, but are not deemed outstanding for the purpose of computing the
percentage owned by any other person. Percentages are based on total
outstanding shares of 14,817,580 on March 15, 2001.
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(2) Represents 236,000 shares held directly by James W. and Susan Benson;
8,895,000 shares held by SD Holdings, LLC, an entity controlled by James W.
Benson; and 497,413 shares recently transferred from SD Holdings, LLC to
Space Development Institute, a 501(c)(3) corporation.
Mr. Benson's ownership did not change between the filing of the Form
10-KSB and the filing of Registrant's proxy materials on June 19, 2002 or the
filing of the Annual Report to Security Holders on June 24, 2002.
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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 hereunto duly authorized.
SPACEDEV, INC.
By: /s/ James W. Benson
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James W. Benson, Chief Executive Officer
and Chairman of the Board
Date: December 9, 2002
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