Prospectus
Supplement filed under Rule 424(b)(3)
Registration
No. 333-131778
Prospectus
Supplement No. 2 dated November 15, 2006
(To
Prospectus dated June 7, 2006)
SPACEDEV,
INC.
UP
TO
12,140,280 SHARES OF COMMON STOCK
This
Prospectus Supplement No. 2 to the Prospectus dated June 7, 2006 relates
to up
to 12,140,280 shares of our Common Stock that may be disposed of from time
to
time by the Selling Security Holders.
This
Prospectus Supplement should be read in conjunction with the Prospectus dated
June 7, 2006. This Prospectus Supplement adds to and updates the information
contained in the Prospectus dated June 7, 2006 and Prospectus Supplement
No. 1
dated September 14, 2006.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A
CRIMINAL OFFENSE.
SELLING
SECURITYHOLDERS
This
Prospectus Supplement No. 2 amends information in the Prospectus dated June
7,
2006, pertaining to the selling security holder, Omicron Master Trust
("Omicron"), with respect to an amortizing convertible preferred stock issued
by
SpaceDev, Inc. (the "Company") to Omicron on January 12, 2006 (the "Convertible
Preferred") in the principal amount of $1,000,000 at a conversion price of
$1.48
per share with warrants to purchase 220,415 shares of the Company’s common stock
at $1.51. The Company also issued a preferred stock warrant to Omicron granting
them the right to purchase 388.3495 additional shares of the Convertible
Preferred, or XXX shares of the Company’s common stock, on a converted basis,
which expires on the one year anniversary of the Convertible Preferred issuance.
On
August
23, 2006, pursuant to the terms of a Securities Purchase Agreement, Omicron
transferred and assigned to Rockmore Investment Master Fund Ltd. (“Rockmore”),
$305,066.67 of its Convertible Preferred, or the equivalent of 305.0667 shares
of Convertible Preferred, or 206,126 shares of the Company’s common stock, on a
converted basis. As of November 6, 2006, $25,303.70 of the Convertible Preferred
had been paid according to the amortization feature; thereby reducing the
balance of outstanding Convertible Preferred from 305.0667 to 293.3300 shares
of
Convertible Preferred, which is convertible into 198,198 shares of the Company’s
common stock. Also on August 23, 2006, Omicron transferred and assigned to
Rockmore warrants on 69,820 shares of the Company’s common stock at $1.51 per
share with the remaining 150,595 warrants to be held by Omicron. Omicron
also
transferred and assigned a preferred stock warrant to Rockmore granting them
rights to purchase 123.0291 shares of Convertible Preferred, or 83,128 shares
of
the Company’s common stock, on a converted basis, which expires on the one year
anniversary of the original Convertible Preferred issuance.
..
On
August
23, 2006, pursuant to the terms of a Securities Purchase Agreement, Omicron
transferred and assigned to Portside Growth and Opportunity Fund ("Portside"),
$657,896.29 of its Convertible Preferred, or the equivalent of 657.8963 shares
of Convertible Preferred, or 444,525 shares of the Company’s common stock, on a
converted basis. As of November 6, 2006, $11,733.34 of the Convertible Preferred
had been paid according to the amortization feature; thereby reducing the
balance of outstanding Convertible Preferred from 657.8963 to 632.5900 shares
of
Convertible Preferred, which is convertible into 427,427 shares of the Company’s
common stock.
Also on
August 23, 2006, Omicron did not transfer any warrants of the Company’s common
stock but transferred and assigned to Portside a preferred stock warrant
granting them rights to purchase 265.3204 shares of Convertible Preferred,
or
179,271 shares of the Company’s common stock, on a converted basis, which
expires on the one year anniversary of the original Convertible Preferred
issuance.
The
following table lists Portside and Rockmore as the selling security holders
and
other information regarding the beneficial ownership of Common Stock by such
selling security holders as of November 6, 2006:
|
Name
|
Number
of Shares Beneficially Owned Prior to Offering
|
Number
of Shares Being Offered
|
Number
of Shares to Be Beneficially Owned After Offering (1)
|
Percentage
of Class to be Beneficially Owned After Offering
|
|
Portside
Growth and Opportunity Fund (2)
|
606,698
|
606,698
|
0
|
*
|
|
Rockmore
Investment Master Fund Ltd. (3)
|
431,921
|
431,921
|
0
|
*
|
*
Indicates less than 1%.
(1)
We do
not know when or in what amounts the selling security holders may offer for
sale
the shares of Common Stock pursuant to this offering. The selling security
holders may choose not to sell any of the shares offered by this Prospectus
Supplement No. 2. Because the selling security holders may offer all or some
of
the shares of Common Stock pursuant to this offering, and because there are
currently no agreements, arrangements or undertakings with respect to the
sale
of any of the shares of the Company’s common stock, we cannot estimate the
number of shares of common stock that the selling security holders will hold
after completion of the offering. For purposes of this table, we have assumed
that the selling security holders will have sold all of the shares listed
under
the column "Shares Being Offered" in this Prospectus Supplement No. 2 upon
the
completion of the offering.
(2)
Ramius Capital Group, L.L.C. ("Ramius") is the investment adviser of Portside
and consequently has voting control and investment discretion over securities
held by Portside. Ramius disclaims beneficial ownership of the shares held
by
Portside. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey
M.
Solomon are the sole managing members of C4S & Co., L.L.C., the sole
managing member of Ramius. As a result, Messrs. Cohen, Stark, Strauss and
Solomon may be considered beneficial owners of any shares deemed to be
beneficially owned by Ramius. Messrs. Cohen, Stark, Strauss and Solomon disclaim
beneficial ownership of these shares.
The
investment advisor to Portside is Ramius. An affiliate of Ramius Capital
Group,
L.L.C. is a NASD member. However, this affiliate will not sell any shares
offered through this Prospectus by Portside and will receive no compensation
whatsoever in connection with sales of shares by Portside offered through
this
Prospectus.
(3) Rockmore
Capital, LLC ("Rockmore Capital") and Rockmore Partners, LLC ("Rockmore
Partners"), each a limited liability company formed under the laws of the
State
of Delaware, serve as the investment manager and general partner, respectively,
to Rockmore Investments (US) LP, a Delaware limited partnership, which invests
all of its assets through Rockmore, an exempted company formed under the
laws of
Bermuda ("Rockmore Master Fund"). By reason of such relationships, Rockmore
Capital and Rockmore Partners may be deemed to share dispositive power over
the
shares of the Company’s common stock owned by Rockmore Master Fund. Rockmore
Capital and Rockmore Partners disclaim beneficial ownership of such shares
of
the Company’s common stock. Rockmore Partners has delegated authority to
Rockmore Capital regarding the portfolio management decisions with respect
to
the shares of the Company’s common stock owned by Rockmore Master Fund and, as
of August 23, 2006, Mr. Bruce T. Bernstein and Mr. Brian Daly, as officers
of
Rockmore Capital, are responsible for the portfolio management decisions
of the
shares of the Company’s common stock owned by Rockmore Master Fund. By reason of
such authority, Messrs. Bernstein and Daly may be deemed to share dispositive
power over the shares of the Company’s common stock owned by Rockmore Master
Fund. Messrs. Bernstein and Daly disclaim beneficial ownership of such shares
of
the Company’s common stock and neither of such persons has any legal right to
maintain such authority. No other person has sole or shared voting or
dispositive power with respect to the shares of the Company’s common stock as
those terms are used for purposes under Regulation 13D-G of the Securities
Exchange Act of 1934, as amended. No person or "group" (as that term is used
in
Section 13(d) of the Securities Exchange Act of 1934, as amended, or the
SEC's
Regulation 13D-G) controls Rockmore Master Fund.
This
Prospectus Supplement No. 2 should be read in conjunction with the Prospectus
dated June 7, 2006.