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 17, 2003
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Date of Report (Date of earliest event reported)
000-28947
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Commission File Number
SPACEDEV, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1374613
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13855 Stowe Drive, Poway, California 92064
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(Address of principal executive offices)
(858) 375-2030
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(Issuer's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
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On June 3, 2003, SpaceDev, Inc., ("SpaceDev") entered into a Securities
Purchase Agreement (the "Agreement") with Laurus Master Fund, Ltd. ("Laurus")
whereby SpaceDev received a $1 million revolving credit facility in the form of
a three-year Convertible Note secured by assets of SpaceDev. The net proceeds
from the Convertible Note shall be used for the general working capital needs of
SpaceDev. Advances on the Convertible Note may be repaid at SpaceDev's option,
in cash or through the issuance of shares of SpaceDev's common stock. SpaceDev
will have an option to pay in shares at the fixed conversion price of $0.55 per
share on the first $1 million of conversion if the shares are registered with
the Securities and Exchange Commission ("SEC") for public resale and the then
current market price is 118% above the fixed conversion price. The Convertible
Note includes a right of conversion in favor of Laurus. If Laurus exercises its
conversion right at any time or from time to time at or prior to maturity, the
Convertible Note will be convertible into shares of SpaceDev's common stock at a
fixed conversion price, subject to adjustments for stock splits, combinations
and dividends and for shares of common stock issued for less than the fixed
conversion price (unless exempted pursuant to the Agreement). The fixed
conversion price will be adjusted after conversion of the first $1 million to
103% of the then fair market value of SpaceDev's common stock ("Adjusted Fixed
Conversion Price"). The available line of credit will be based on SpaceDev's
accounts receivables and will be secured by all of the assets of SpaceDev,
except for an initial three (3) month period for which Laurus will permit a
credit advance up to $300,000, which amount would otherwise exceed eligible
accounts receivable during the period.
In conjunction with this transaction, Laurus was paid a fee of $20,000 for
the first year and received a warrant to purchase 200,000 shares of SpaceDev's
common stock. The warrant exercise price is computed as follows: $0.63 per share
for the purchase of up to 125,000 shares; $0.69 per share for the purchase of an
additional 50,000 shares; and $0.80 per share for the purchase of an additional
25,000 shares. The warrant exercise price may be paid in cash, in shares of
SpaceDev's common stock, or by a combination of both. The warrant expiration
date is June 3, 2008. The warrant exercise price and the number of shares
underlying the warrant are subject to adjustments for stock splits, combinations
and dividends.
In addition to the initial warrant, SpaceDev is obligated to issue an
additional five-year warrant to Laurus to purchase one share of common stock at
an exercise price equal to 125% of the Adjusted Fixed Conversion Price for every
ten dollars ($10) in principal of the Convertible Note converted into common
stock. No more than an aggregate of 100,000 shares of the SpaceDev's common
stock may be purchased by Laurus under such Additional Warrants.
SpaceDev has agreed to file, by August 1, 2003, a registration statement
with the Securities and Exchange Commission, registering the resale of the
shares of our common stock issuable upon conversion of the line of credit and
exercise of the warrant. SpaceDev will also be registering its common stock
issuable upon conversion of warrants issued in a previous private placement.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
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(c) The following documents are filed herewith as exhibits:
Exhibit 10.1 - Security Agreement, dated as of June 3, 2003, by and between
SpaceDev, Inc. ("SpaceDev") and Laurus Master Fund, Ltd. ("Laurus").
Exhibit 10.2 - Secured Convertible Note, dated June 3, 2003, by and among
SpaceDev and Laurus.
Exhibit 10.3 - Common Stock Purchase Warrant, dated June 3, 2003, issued by
SpaceDev to Laurus.
Exhibit 10.4 - Registration Rights Agreement, dated as of June 3, 2003, by and
between SpaceDev and Laurus.
Exhibit 10.5 - Waiver Letter, dated June 3, 2003, by and between SpaceDev and
Laurus.
Exhibit 10.6 - Press Release, dated June 16, 2003, regarding the transaction
with Laurus.
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 18, 2003
SPACEDEV, INC.
/s/ Richard B. Slansky
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Richard B. Slansky,
Chief Financial Officer