Item
1.01. Entry Into a Material Definitive Agreement.
On
September 29, 2006, SpaceDev, Inc. (the “Company,” “we,” or “us”), and our
wholly-owned subsidiary, Starsys, Inc., entered into a $5,000,000 financing
arrangement through Laurus Master Fund, Ltd. (“Laurus”). The terms and
conditions of the proposed financing, which acts as a revolving credit facility
(the “Facility”), are as follows:
The
financing is effected through a revolving note for up to $5,000,000, although
the exact principal balance at any given time will depend on draws made by
us on
the Facility. We will be allowed to borrow against the Facility under an
investment formula based on accounts receivable at an advance rate equal
to 90%
of eligible receivables and 50% of eligible inventory capped at the lesser
of:
$1,000,000; or, 50% of eligible accounts receivable of which no more than
$500,000 in the form of work-in-process inventory.
The
Facility bears interest at a rate equal to prime plus 2%. This rate will
be
increased or decreased on the date the Prime Rate is adjusted. Interest is
payable monthly, which will commence in October 2006. Interest is due on
the
first business day of each month through maturity. The term of the Facility
is
three (3) years from the closing date.
Laurus
received 310,009 shares of our restricted common stock at $1.13 per share
valued
at $350,000 at closing. The value of these shares was determined based on
the
average trading price for the stock during the preceding ten (10) business
days.
We will issue additional restricted shares of our common stock worth, in
the
aggregate, $200,000, to Laurus on each anniversary date of the Facility,
if the
Facility remains in place. Value of these additional shares will be based
on the
preceding ten (10) business day average trading price.
All
common stock issued under the Facility agreements will bear restrictions
under
Rule 144 of the Securities Act of 1933, as amended, which means that Laurus
will
not be able to trade in the shares at all during the first year after issuance
and will be subject to the trading volume restrictions of Rule 144(d) for
the
second year after issuance. According to the Facility agreements, Laurus
will be
entitled to trade an amount not in excess of 10% of the daily trading volume,
to
the extent that 10% would exceed the Rule 144 restrictions, and will be subject
to the lower amount allowed by the Rule. Laurus has piggyback registration
rights subject to certain underwriters’ restrictions, but will not be entitled
to demand registration of any of the shares received under the
Facility.
The
Facility is not convertible into any class of our securities at any time
during
its term. In addition, Laurus is strictly prohibited from engaging in any
short
sales of our common stock during the term of the Facility.
The
Facility is a secured debt, the collateral for which represents our property
and
assets now owned or subsequently acquired, including intangible properties
such
as intellectual property. This includes property owned by our subsidiaries
that
are also party to the Facility. The Facility contains certain default
provisions. In the event of a default by us, we will also be required to
pay an
additional fee per month until the default is cured. Laurus has the option
of
accelerating the entire principal balance and requiring us to pay a premium
in
the event of an uncured default.
The
Facility requires us to deposit all funds (other than certain refundable
deposits) into a lockbox facility that will be swept on a daily basis to
reduce
any outstanding Facility balance. Any funds in excess of any outstanding
Facility balance will be transferred to us on a daily basis.
We
paid
certain costs associated with our legal fees and expenses in structuring
the
Facility and conducting due diligence in this matter of $7,500. In addition,
we
paid a finder’s fee in the amount of $35,000 as well as a facility fee of 3.5%
($140,000) of the Facility amount at closing to Laurus.
On
June
3, 2003, we entered into a revolving credit facility with Laurus, which
subsequently expired
on June 3, 2006 with a zero balance and after all obligations had been met.
We
then began negotiations on the new revolving credit facility, which reflects
our
current position. For more information on the facility dated June 3, 2003,
please reference our Form 8-K filed on June 18, 2003.
Item
9.01.
Financial Statements and Exhibits.
(c) Exhibits.
|
99.1
|
|
Secured
Revolving Note dated as of September 29, 2006
|
|
99.2
|
|
Security
Agreement dated as of September 29,
2006
|
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.
Date:
October 5, 2006 By:
/s/
RICHARD B. SLANSKY
Richard
B.
Slansky
President
&
Chief
Financial Officer