schedule13d.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
SpaceDev,
Inc.
(Name
of
Issuer)
$0.0001
pare value common stock
(Title
of
Class of Securities)
846241107
(CUSIP
Number)
Richard
B. Slansky
13855
Stowe Drive
Poway,
CA
92064
(858)
375-2030
(Name,
Address, and Telephone Number of Person
Authorized
to Receive Notices and Communications)
June
18, 2007
(Date
of
Event which Requires Filing of this Statement)
If
the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules
filed in paper format shall include a signed original and five copies of the
Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
CUSIP
No. 846241107
|
1
|
Names
of Reporting Persons:
Scott
Ferrill
Tibbitts
|
|
2
|
Check
the appropriate box if a member of a group (See
Instructions):
(a)
o
(b)
o
|
|
3
|
SEC
Use Only
|
|
4
|
Source
of Funds (See Instructions):
PF
|
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e):
o
|
|
6
|
Citizenship
or Place of Organization:
USA
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
Sole
Voting Power
1,449,194
|
|
8
|
Shared
Voting Power
0
|
|
9
|
Sole
Dispositive Power:
1,449,194
|
|
10
|
Shared
Dispositive Power:
0
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
1,449,194
|
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
o
|
|
13
|
Percent
of Class Represented by Amount in Row (11):
4.8%
|
|
14
|
Type
of Reporting Person (See Instructions):
IN
|
Item
1. Security and Issuer
The
securities to which this statement relates is the common stock, $0.0001 par
value (the “Common Stock”) of SpaceDev, Inc. (the “Issuer”). The
Issuer’s principal executive office is located at 13855 Stowe Drive, Poway,
California 92064.
Item
2. Identity and Background
|
a)
|
Scott
Ferrill Tibbitts (the “Reporting
Person”).
|
|
b)
|
Business
Address of the Reporting
Person: 1722
Boxelder Street, Louisville, Colorado
80027
|
|
c)
|
The
Reporting Person is the Managing Director of Issuer and a director
of
Issuer. The principal business address of the Issuer is 13855
Stowe Drive, Poway, California
92064.
|
|
d)
|
The
Reporting Person has never been convicted in a criminal proceeding
(excluding minor traffic violations or similar
misdemeanors).
|
|
e)
|
The
Reporting Person is not and has never been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and
as a
result of such proceeding was or is subject to a judgment, decree
or final
order enjoining future violations of or prohibiting or mandating
activities subject to federal or state securities laws or finding
any
violation with respect to such
laws.
|
Item
3. Source and Amount of Funds or Other Consideration
On
June
18, 2007, the Reporting Person received 813,418 shares of Issuer Common Stock
which had been held in an escrow fund (the “Escrow Fund”) by Zions First
National Bank, which acted as escrow agent for certain portions of the merger
consideration regarding the merger of Issuer’s subsidiary and Starsys Research
Corporation on January 31, 2006. The release of the held-back 813,418
shares of Issuer Common Stock to the Reporting Person (and of pro rata
quantities of shares of Issuer Common Stock to the other former shareholders
of
Starsys Research Corporation) was made in connection with the release of the
main segment of the Escrow Fund in accordance with the escrow agreement’s terms
and represented a portion of the merger consideration apportioned to the
Reporting Person pursuant to the merger agreement. These 813,418
shares and the Reporting Person’s previously-received merger consideration were
given in respect of his prior ownership of 44.5389% of the shares of Starsys
Research Corporation, the acquired company. No further consideration
was paid by the Reporting Person for such shares of Issuer Common
Stock.
As
described in Item 5(c) below, the Reporting Person gifted 76,892 of the 813,418
shares on September 12, 2007.
Under
the
merger agreement, the Reporting Person had previously received directly
$182,961.03 cash and 845,501 shares of Issuer Common Stock. The
Reporting Person had thereafter gifted 132,833 shares of the initial Issuer
Common Stock.
Item
4. Purpose of Transaction
The
purpose of the acquisition of the shares of Issuer Common Stock was in service
to the 2006 purpose of combining the businesses of the Issuer and of Starsys
Research Corporation, which had previously been unrelated to the
Issuer. The shares of Issuer Common Stock are being acquired by the
Reporting Person for investment purposes. The Reporting Person may
make additional purchases or acquisitions of the Issuer’s Common Stock or may
dispose of some or all of such Common Stock owned by him in the future in
amounts and at such times which have not been determined.
The
Reporting Person has no current plans or proposals that relate to or would
result in:
(a) the
acquisition or disposition of securities of the Issuer;
(b) an
extraordinary corporate transaction involving the Issuer or any
subsidiary;
(c) a
sale or transfer of a material amount of assets of the Issuer or any
subsidiary;
(d) any
changes in the Issuer’s board of directors or management;
(e) any
material change in the Issuer’s capitalization or dividend policy;
(f) any
other material change in the Issuer’s business or corporate
structure;
(g) changes
in the Issuer’s charter or bylaws or other actions that may impede the
acquisition of control of the Issuer;
(h) causing
the Issuer’s securities to cease to be quoted on the OTC Bulletin
Board;
(i) the
Issuer’s securities becoming eligible for termination of registration under the
Securities Exchange Act of 1934, as amended; or
(j) any
similar action.
In
the
Reporting Person’s capacity as a director and Managing Director of the Issuer,
the Reporting Person will be in a position to consider a variety of corporate
transactions and matters that may result in some of the above
activities. While the Reporting Person has no current plans or
proposals with respect to the matters described above, except as indicated
above, the Reporting Person is not precluded from making or supporting in the
future such plans or proposals as he may deem appropriate.
Item
5. Interest in Securities of the Issuer
(a),
(b) The
Reporting Person is deemed to be the beneficial owner of, and has sole voting
power with respect to, 1,449,194 shares of Issuer Common Stock, or 4.8% of
the
outstanding Issuer Common Stock.
(c) The
Reporting Person gifted 76,892 shares of Issuer Common Stock on September 12,
2007. Also, see Item 3 above regarding the June 18, 2007 release to
the Reporting Person of 813,418 shares of Issuer Common Stock from a holdback
escrow account related to a January 2006 merger.
(d) No
other person is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the Common Stock
to
be issued to the Reporting Person.
(e) The
Reporting Person ceased to be the beneficial owner of more than 5% of the
Issuer’s outstanding Common Stock on September 12, 2007.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except
as
set forth below, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the Reporting Person or any other
person with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any of the securities of the Issuer, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss or the giving or withholding of proxies,
or
a pledge or contingency the occurrence of which would give another person voting
power of securities of the Issuer.
The
Agreement and Plan of Merger and Reorganization dated October 24, 2005, as
amended on December 7, 2005 and January 31, 2006, among the Issuer, its merger
subsidiary, Starsys Research Corporation, the Reporting Person and the Reporting
Person as Shareholder Agent, calls for, among other things, the potential
issuance of additional cash and additional shares of Issuer Common Stock to
the
Reporting Person and other former Starsys Research Corporation shareholders
if
Starsys earnout targets are achieved for fiscal 2007. The Reporting
Person’s portion of the all-or-none earnout payment would, if achieved, be
$155,886.15 cash and up to 1,113,472 additional shares of Issuer Common
Stock.
In
addition, 68,080 shares of Issuer Common Stock remain in the Escrow Fund for
satisfaction of any expenses and claims. If all these shares are
ultimately released to the former Starsys Research Corporation shareholders,
the
Reporting Person’s portion of such additional shares would be 30,322
shares. However, it is not anticipated that a material portion of
such shares will be released to the former Starsys Research Corporation
shareholders.
Item
7. Material to Be Filed as Exhibits
None.
SIGNATURE
After
reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: September
18, 2007
By:
/s/ Scott Ferrill Tibbitts
Scott
Ferrill Tibbitts