UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 4, 2003
------------
Date of Report (Date of earliest event reported)
000-28947
---------
Commission File Number
SPACEDEV, INC.
--------------
(Exact name of registrant as specified in its charter)
Colorado
--------
84-1374613
----------
(State or other jurisdiction of (I.R.S. Employer
Identification No.)
incorporation or organization)
13855 Stowe Drive, Poway, California 92064
------------------------------------------
(Address of principal executive offices)
(858) 375-2030
--------------
(Issuer's telephone number, including area code)
N/A
---
(Former name, former address and former fiscal year, if changed since last
report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
-------------------------------------------------
(a) Previous independent accountants
(i) Effective June 2, 2003, SpaceDev, Inc. ("SpaceDev" or
"Registrant"), confirmed with its auditors, Nation Smith Hermes Diamond, P.C.,
"Nation Smith"), that the firm would no longer be representing the Registrant as
its accountants. As of that date, Registrant informed Nation Smith that it was
engaging a new audit firm as the Registrant's accountants.
(ii) Nation Smith last reported on Registrant's financial statements
as of February 13, 2003. SpaceDev's financial statements for fiscal year 2002,
as audited by Nation Smith, did not contain any adverse opinion or disclaimer of
opinion, nor were they modified as to uncertainty, audit scope or accounting
principles.
(iii) The change of independent accountants was ratified by the Board
of Directors of SpaceDev on June 3, 2003.
(iv) During SpaceDev's fiscal year 2002 and the subsequent interim
period through June 2, 2003, there were no disagreements with Nation Smith on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved, to Nation
Smith's satisfaction, would have caused it to make reference to the subject
matter of the disagreement in connection with its report.
(v) During fiscal year 2002 and the subsequent interim period through
June 2, 2003, there have been no reportable events (as defined in Regulation S-K
Item 304(a)(1)(v)).
(a) During fiscal year 2002 and the subsequent interim period through June
2, 2003, Nation Smith did not advise SpaceDev that the internal controls
necessary for the registrant to develop reliable financial statements do not
exist.
(b) During fiscal year 2002 and the subsequent interim period through June
2, 2003, Nation Smith did not advise SpaceDev that any information had come to
their attention which had led them to no longer be able to rely on management's
representation, or that had made Nation Smith unwilling to be associated with
the financial statements prepared by management.
(c) During fiscal year 2002 and the subsequent interim period through June
2, 2003, Nation Smith did not advise SpaceDev that the scope of any audit needed
to be expanded significantly or that more investigation was necessary.
(d) During fiscal year 2002 and the subsequent interim period through June
2, 2003, Nation Smith did not advise SpaceDev that there was any information
which the accountants concluded would materially impact the fairness and
reliability of either (i) a previously issued audit report or the underlying
financial statements, or (ii) the financial statements issued or to be issued
covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information that,
unless resolved to the accountant's satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements.
(vi) The Registrant has requested that Nation Smith furnish it with a
letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated June 4, 2003, is filed as Exhibit 16.1
to this Form 8-K.
(b) New independent accountants
The Registrant has engaged PKF, Certified Public Accountants, A Professional
Corporation ("PKF") as its new independent accountant on June 2, 2003. Prior to
June 2, 2003, the Registrant had not consulted with PKF regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Registrant's financial statements, and no written report or oral advice was
provided to the Registrant by PKF concluding there was an important factor to be
considered by the Registrant in reaching a decision as to an accounting,
auditing or financial reporting issue; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
-----------------------------------
(c) The following documents are filed herewith as exhibits:
Exhibit 16.1 Letter from Nation Smith dated June 4, 2003.
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.
Dated: June 4, 2003
SPACEDEV, INC.
/s/ Richard B. Slansky
-------------------------
Richard B. Slansky,
Chief Financial Officer