UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 9, 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) The Sarbanes-Oxley Act of 2002 ("Act") established the Public
Company Accounting Oversight Board ("PCAOB") and charged it with the
responsibility of overseeing the audits of public companies that are subject to
the federal securities laws. Under the Act, the PCAOB's duties include the
establishment of a registration system for public accounting firms. The PCAOB
has proposed rules for the registration process, which will require approval of
the U.S. Securities Commission ("SEC") prior to enforcement. Within 180 days
after SEC approval, all public accounting firms will be required to register
with the PCAOB if they wish to prepare or issue audit reports on U.S. public
companies, or to play a substantial role in the preparation or issuance of such
reports. Once registered, public accounting firms will be required to file
periodic reports with the PCAOB. At this time, the cost of compliance with these
new rules cannot be determined, and, as a result of the recent legislation, the
cost of professional liability insurance for public accounting firms has
dramatically increased. Registrant was informed by its independent auditor,
Nation Smith Hermes & Diamond, P.C ("Nation Smith"), that it will not register
with the PCAOB and, as a result, would not be able to continue to act as
Registrant's independent auditor once the rules are in effect. Effective June 3,
2003, Nation Smith resigned its position as Registrant's independent
auditor.
(ii) Nation Smith last reported on Registrant's financial statements as of
February 13, 2003. The report, which covered the two fiscal years ended
December 31, 2002, was an unqualified report modified for going concern. While
Nation Smith expressed concern as to the Registrant's ability to remain a going
concern, neither the report nor the financial statements for the periods
contained any other adverse opinion or disclaimer of opinion, nor were they
modified as to audit scope or accounting principles.
(iii) The change of independent accountants was ratified by the Board of
Directors of Registrant on June 3, 2003.
(iv) During the two fiscal years ended December 31, 2002 and the
subsequent interim period through June 3, 2003, there were no disagreements
between Registrant and 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 and the two fiscal years ended December 31, 2002 subsequent
interim period through June 3, 2003, there have been no reportable events
(as defined in Regulation S-K Item 304(a)(1)(v)).
(a) During the two fiscal years ended December 31, 2002 and the
subsequent interim period through June 3, 2003, Nation Smith did not advise
Registrant that the internal controls necessary for the registrant to
develop reliable financial statements do not exist.
(b) During the two fiscal years ended December 31, 2002 and the
subsequent interim period through June 3, 2003, Nation Smith did not advise
Registrant 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 the two fiscal years ended December 31, 2002 and the
subsequent interim period through June 3, 2003, Nation Smith did not advise
Registrant that the scope of any audit needed to be expanded significantly
or that more investigation was necessary.
(d) During the two fiscal years ended December 31, 2002 and the
subsequent interim period through June 3, 2003, Nation Smith did not advise
Registrant 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) 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 9, 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 3, 2003. Prior
to June 3, 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 9, 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 9, 2003
SPACEDEV, INC.
/s/ Richard B. Slansky
----------------------
Richard B. Slansky,
Chief Financial Officer