DELAWARE
|
3761
|
84-1374613
|
(State
or other jurisdiction of incorporation or organization)
|
(Primary
standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification Number)
|
PROSPECTUS
SUMMARY
|
4
|
THE
OFFERING
|
5
|
RISK
FACTORS
|
6
|
FORWARD-LOOKING
STATEMENTS
|
18
|
USE
OF PROCEEDS
|
18
|
ACQUISITION
OF SECURITIES BY SELLING STOCKHOLDERS
|
19
|
SELLING
STOCKHOLDERS
|
20
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
27
|
INFORMATION
REGARDING BUSINESS OF SPACEDEV
|
42
|
MANAGEMENT
|
51
|
DESCRIPTION
OF SECURITIES
|
58
|
LEGAL
MATTERS
|
61
|
EXPERTS
|
61
|
WHERE
YOU CAN FIND MORE INFORMATION
|
62
|
CONSOLIDATED
FINANCIAL STATEMENTS
|
F-1
|
·
|
2,032,520
shares of common stock sold to The Laurus Master Fund, Ltd. ("Laurus") at
$1.23 per share pursuant to a securities purchase agreement we entered
into in October 2005, which we refer to as the 2005 purchase
agreement;
|
·
|
450,000
shares of common stock issued or issuable to Laurus and its assigns upon
the exercise of warrants at an exercise price of $1.93 per share granted
pursuant to the 2005 purchase agreement. These warrants and
certain other warrants were transferred by Laurus to PSource Structured
Debt Limited on March 7, 2008.
|
·
|
4,523,652
shares of common stock issued or issuable to a small syndicate of
institutional investors or their assigns upon the conversion or redemption
of shares of our Series D-1 Preferred Stock that we sold to the investors
pursuant to a securities purchase agreement we entered into in January
2006, which we refer to as the 2006 purchase
agreement;
|
·
|
1,475,678 shares of common stock issued or issuable to the
institutional investors and their assigns upon the exercise of warrants at
an original exercise price of $1.51 per share (since adjusted to
$0.58 per share) granted pursuant to the 2006 purchase
agreement;
|
·
|
1,756,757 shares of common stock issued or issuable to the
institutional investors and their assigns upon conversion or redemption of
shares of Series D-1 Preferred Stock which may be issued upon
the exercise of preferred stock unit warrants issued to the investors and
their assigns that were granted pursuant to the 2006 purchase agreement.
Alternatively, such shares of common stock may be issued pursuant to our
exercise of an additional investment option set forth in the 2006 purchase
agreement;
|
·
|
573,078
shares of common stock issuable to the institutional investors and their
assigns upon exercise of warrants which may be issued upon exercise of
preferred stock unit warrants issued to the investors and their assigns
that were granted pursuant to the 2006 purchase
agreement;
|
·
|
1,192,886
shares of common stock that may be issued as dividends to the holders of
the Series D-1 Preferred Stock for a period of three years from January
2006; and,
|
·
|
135,709 shares
of common stock that may be issued by us upon conversion or redemption of
shares of Series D-1 Preferred Stock that may be issued as liquidated
damages for specified breaches of the registration rights agreement
entered into among us and the investors, which we refer to as the
registration rights agreement.
|
·
|
limit
the number of new fixed price development
contracts;
|
·
|
offer
our customers alternative contract structures that better protect
us;
|
·
|
establish
additional costing reviews; and
|
·
|
increase
senior management involvement to scrutinize proposal efforts related to
fixed price contracts.
|
·
|
difficulties
in successfully integrating the management teams and employees of the two
companies;
|
·
|
challenges
encountered in managing larger, more geographically dispersed
operations;
|
·
|
the
loss of key employees;
|
·
|
diversion
of the attention of management from other ongoing business
concerns;
|
·
|
potential
incompatibilities of processes, technologies and
systems;
|
·
|
potential
difficulties integrating and harmonizing financial reporting systems;
and,
|
·
|
potential
failure to implement systems to properly price and manage the execution of
fixed price contracts.
|
·
|
the
integration of the two companies does not result in the anticipated
synergies and benefits;
|
·
|
the
costs savings from operational improvements arising from the merger is not
greater than anticipated;
|
·
|
the
combined financial results are not consistent with
expectations;
|
·
|
management
is unable to successfully manage a multi-location
business;
|
·
|
the
anticipated operating and product synergies of the merger are not
realized; or,
|
·
|
the
fixed price development contracts acquired in the merger, or new fixed
price contracts entered into after the merger, incur major cost overruns
or remain unprofitable for other
reasons.
|
·
|
include
provisions that allow the government agency to terminate the contract
without penalty;
|
·
|
be
subject to purchasing decisions of agencies that are subject to political
influence;
|
·
|
contain
onerous procurement procedures;
and,
|
·
|
be
subject to cancellation if government funding becomes
unavailable.
|
·
|
we
may not be awarded all stages of existing or future
contracts;
|
·
|
significant
contracts may be awarded to our competitors rather than to
us;
|
·
|
the
timing of new technological advances and mission solution announcements or
introductions by us and our
competitors;
|
·
|
changes
in the terms of our arrangements with customers or
suppliers;
|
·
|
reliance
on a few customers for a significant portion of our
revenue;
|
·
|
the
failure of our key suppliers to perform as
expected;
|
·
|
general
or particular political conditions that could affect spending for the
products that we offer;
|
·
|
changes
in perception of the safety of space
travel;
|
·
|
cost
overruns or other delays or failures to satisfy our obligations under our
contracts on a timely basis;
|
·
|
the
failure of our mission solution to conduct a successful
mission;
|
·
|
the
uncertain market for our mission solutions, products, services and
technologies;
|
·
|
the
availability and cost of raw materials and components;
and,
|
·
|
the
potential loss of or inability to hire key
personnel.
|
·
|
problems
assimilating the purchased technologies, products, or business
operations;
|
·
|
problems
maintaining uniform standards, procedures, controls, and
policies;
|
·
|
unanticipated
costs associated with the
acquisition;
|
·
|
diversion
of management's attention from core
businesses;
|
·
|
adverse
effects on existing business relationships with suppliers and
customers;
|
·
|
incompatibility
of business cultures;
|
·
|
risks
associated with entering new markets in which we have no or limited prior
experience;
|
·
|
dilution
of common stock and stockholder value as well as adverse changes in stock
price;
|
·
|
potential
loss of key employees of acquired businesses;
and
|
·
|
increased
legal and accounting costs as a result of the rules and regulations
related to the Sarbanes-Oxley Act of
2002.
|
·
|
deviations
in our results of operations from
estimates;
|
·
|
changes
in estimates of our financial performance or in analyst coverage
decisions;
|
·
|
changes
in our markets, including decreased government spending or the entry of
new competitors;
|
·
|
awards
of significant contracts to competitors rather than to
us;
|
·
|
our
inability to obtain financing necessary to operate our
business;
|
·
|
changes
in technology;
|
·
|
potential
loss of key personnel;
|
·
|
short
selling;
|
·
|
perceptions
about the effect of possible dilution arising from the issuance of large
numbers of shares of common stock underlying outstanding stock options,
warrants, and preferred stock:
|
·
|
changes
in market valuations of similar companies and of stocks
generally;
|
·
|
volume
fluctuations generally; and,
|
·
|
other
factors listed above in our Risk Factor: "Our operating results could
fluctuate on a quarterly and annual basis, which could cause our stock
price to fluctuate or
decline."
|
·
|
make
a special written suitability determination for the
purchaser;
|
·
|
receive
the purchaser's written agreement to a transaction prior to
sale;
|
·
|
provide
the purchaser with risk disclosure documents which identify certain risks
associated with investing in "penny stocks" and which describe the market
for these "penny stocks" as well as a purchaser's legal remedies;
and,
|
·
|
obtain
a signed and dated acknowledgment from the purchaser demonstrating that
the purchaser has actually received the required risk disclosure document
before a transaction in a "penny stock" can be
completed.
|
·
|
our
ability to return to profitability and obtain additional working capital,
if required;
|
·
|
our
ability to successfully implement our future business
plans;
|
·
|
our
ability to attract strategic partners, alliances and
advertisers;
|
·
|
our
ability to hire and retain qualified
personnel;
|
·
|
the
risks of uncertainty of trademark
protection;
|
·
|
risks
associated with existing and future governmental regulation to which we
are subject; and,
|
·
|
uncertainties
relating to economic conditions in the markets in which we currently
operate and in which we intend to operate in the
future.
|
·
|
On
June 3, 2003, we entered into a secured revolving credit facility with
Laurus and issued warrants to Laurus to purchase up to an aggregate of
200,000 shares of our common stock, as described in the Form 8-K filed
with the SEC on July 18, 2003. The facility expired on June 3,
2006.
|
·
|
In
June 2004, we issued warrants to acquire 50,000 shares of our common stock
to Laurus in connection with the revolving credit facility. These warrants
were exercised in April 2005 at an exercise price of approximately $1.06
per share.
|
·
|
On
August 25, 2004, we issued and sold to Laurus 250,000 shares of our Series
C Cumulative Convertible Preferred Stock, par value $0.001, which we refer
to as the Series C Preferred Stock, and a warrant to purchase up to
487,000 shares of common stock, as described in the Form 8-K filed with
the SEC on August 30, 2004.
|
·
|
In
August 2004, we issued warrants to acquire an additional 50,000 shares of
common stock to Laurus at an exercise price per share equal to $1.93 per
share in connection with the revolving credit facility. In connection with
the January 2006 private placement, Laurus consented to and waived certain
preemptive and other rights under the SpaceDev Series C Preferred Stock,
the aforementioned agreements and certain related agreements in respect of
the authorization and issuance of one or more series of Series D Preferred
Stock and the other transactions described herein, and certain other
transactions. SpaceDev paid Laurus Capital Management, L.L.C., the manager
of Laurus, $87,000 in connection with Laurus' delivery of the consent and
$1,000 to Laurus' counsel for their related
fees.
|
·
|
On
September 29, 2006, we entered into a revolving credit facility with
Laurus and issued 310,009 shares of common stock to Laurus for the loan
fee for the initial year of the facility. We issued an
additional 283,286 shares of common stock to Laurus for the loan fee for
the second year of the facility. If we choose to keep the
facility in place, we be required to issue an additional $200,000 worth of
stock on September 29, 2008. The facility will expire on
September 29, 2009, unless we choose not to renew for the last
year.
|
Maximum
Shares Offered Hereby
|
|||||||
Number
|
|||||||
12,140,280
|
|||||||
Total
Shares of Common
|
|||||||
Name
Of Selling
Shareholder
|
Maximum
Shares Offered
Hereby
|
Stock
Beneficially Owned Before
Offering(1)
|
Total
Shares of Common Stock Beneficially
Owned After Offering
|
||||
|
Number
|
Number
|
Percentage
|
Number
|
Percentage
|
||
Laurus
Master Fund, Ltd.
|
7,739,904
|
(2)
|
9,204,212
|
9.99%
|
*
|
2,505,000
|
4.99%
|
PSource
Structured Debt Limited
|
180,964
|
(3)
|
1,076,203
|
2.47%
|
937,000
|
2.20%
|
|
Omicron
Master Trust
|
195,774
|
(4)
|
150,595
|
0.35%
|
-
|
0.00%
|
|
Portside
Growth & Oppr. Fund
|
1,085,436
|
(5)
|
282,102
|
0.66%
|
-
|
0.00%
|
|
Rockmore
Invest. Master Fund
|
594,083
|
(6)
|
200,631
|
0.47%
|
-
|
0.00%
|
|
The
Tail Wind Fund, Ltd.
|
1,125,177
|
(7)
|
498,916
|
1.16%
|
-
|
0.00%
|
|
Bristol
Investment Fund Ltd.
|
750,119
|
(8)
|
202,656
|
0.47%
|
-
|
0.00%
|
|
Nite
Capital, LP
|
397,188
|
(9)
|
-
|
0.00%
|
-
|
0.00%
|
|
Fort
Mason Partners LP
|
4,363
|
(10)
|
3,356
|
0.01%
|
-
|
0.00%
|
|
Fort
Mason Master LP
|
67,272
|
(10)
|
51,748
|
0.12%
|
-
|
0.00%
|
|
12,140,280
|
11,670,419
|
3,442,000
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
settlement
of short sales entered into after the effective date of the registration
statement of which this prospectus is a
part;
|
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number
of such shares at a stipulated price per
share;
|
|
·
|
a
combination of any such methods of
sale;
|
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise;
or
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
Quarter
Ending
|
Quarterly
High
|
Quarterly
Low
|
|
3/31/2006
|
$1.52
|
$1.10
|
|
6/30/2006
|
$1.58
|
$1.20
|
|
9/30/2006
|
$1.36
|
$0.91
|
|
12/31/2006
|
$1.23
|
$0.65
|
|
3/31/2007
|
$1.06
|
$0.68
|
|
6/30/2007
|
$0.98
|
$0.65
|
|
9/30/2007
|
$0.84
|
$0.51
|
|
12/31/2007
|
$0.88
|
$0.65
|
|
3/31/2008
|
$1.06
|
$0.60
|
·
|
General
and administrative expenses decreased from approximately $5.3 million, or
16.4% of net sales, for the year ended December 31, 2006 to approximately
$5.1 million, or 14.6% of net sales, for the year ended December 31,
2007. This decrease is attributed mainly to an initiative to
integrate certain business management functions within the company,
including, but not limited to finance and accounting, contracts,
information systems and security, as well as a refinement of our cost
allocation method and a movement toward activity based
costing. The benefit of this reduction was partially offset by
the added expense in 2007 related to: 1) the Company’s investment in a
security professional and related expenses; 2) the relocation of our
Colorado and North Carolina facilities; and 3) costs related to preparing
for regulatory compliance, e.g., Sarbanes-Oxley,
etc.
|
·
|
Research
and development expenses, internally funded, increased to approximately
$300,000, or 0.9% of net sales, for the year ended December 31, 2007, from
approximately $284,000, or 0.9% of net sales, during the same period in
2006. Both the total dollars spent and percent of net sales remained
essentially flat as most of our scientific work is performed under
customer or government funded contracts. Since monies from
those contracts are accounted for as revenue, we account for the related
expenses as a cost of sales, rather than as research and development
expense, in order to match the revenue with the appropriate
expenses.
|
·
|
Marketing
and sales expenses increased to approximately $3.3 million, or 9.5% of net
sales, for the year ended December 31, 2007, from approximately $2.2
million, or 6.8% of net sales, during the same period in 2006. The
total dollar increase of approximately $1.1 million was mainly due to
costs related to bidding a larger number of proposals, an increase in
engineering efforts on proposals, and appropriately capturing costs
related to engineering efforts on proposals. The core marketing and
sales costs remained essentially flat from year to year. In 2007, we
responded to over 200 proposal requests for potential work over the next
several years, including, but not limited to, the second phase of NASA
COTS. In 2006, we responded to approximately 100 requests
for proposals, including, but not limited to, the first phase of NASA
COTS. Although we did not win the NASA COTS proposal, we spent in excess
of $300,000 in 2007 and in excess of $800,000 in 2006 bidding on this
program.
|
·
|
We
recorded loan fees related to our revolving credit facility as well as
other fund financing activities of approximately $389,000 and $115,000 for
the years ended December 31, 2007 and 2006, respectively. The
increase in expense was due to the partial year of use in 2006 and the
full year of use in 2007. We issued 310,009 shares of our
common stock, valued at $350,000, to Laurus in September 2006 for
revolving credit facility loan fees, which we amortized over the initial
12 months, plus cash fees of $175,000, which we are amortizing over 36
months. We further issued 283,286 shares of our common stock,
valued at $200,000, to Laurus in September 2007 for revolving credit
facility loan fees, which we are amortizing from October 2007 through
September 2008. The following chart highlights the loan fee
expenses under our revolving credit facility for 2006 through
2008:
|
Date
Granted
|
Type
|
Shares
|
Expense
|
2006
|
2007
|
2008
|
2009
|
||||||||||||||||||
September,
2006
|
Non-Cash
|
310,009 | $ | 350,000 | $ | 90,137 | $ | 259,863 | $ | - | $ | - | |||||||||||||
September,
2007
|
Non-Cash
|
283,286 | $ | 200,000 | $ | - | $ | 51,507 | $ | 148,493 | $ | - | |||||||||||||
September,
2008
|
Non-Cash
|
TBD*
|
$ | 200,000 | $ | - | $ | - | $ | 51,507 | $ | 148,493 | |||||||||||||
September,
2006
|
Cash
|
N/A | $ | 175,000 | $ | 24,463 | $ | 58,333 | $ | 58,333 | $ | 33,871 | |||||||||||||
Cash
and Non-Cash Loan Fees
|
$ | 114,600 | $ | 369,703 | $ | 258,333 | $ | 182,364 |
·
|
We
expensed approximately $208,000 and $66,000 in interest for the years
ended December 31, 2007 and 2006, respectively. The increase
was due to borrowings under our new revolving credit facility that we
entered into in September 2006 and utilized to fund operations for most of
2007. In the fourth quarter of 2007, we used a portion of the
proceeds from our common stock offerings to reduce the balance on our
revolving credit facility to zero by December 31, 2007. We will
continue to pay interest expense on certain capital leases in 2008 and, if
needed, borrowings on our revolving credit facility; however, we do not
anticipate using the $5.0 million revolving credit facility at this
time.
|
·
|
We
recognized approximately $81,000 and $83,000 in interest income in 2007
and 2006, respectively. Our interest income remained
essentially flat as we continued to manage our cash and cash
reserves.
|
·
|
We
recognized approximately $117,000 of amortized deferred gain on the sale
of our Poway headquarters building during each of the years ended December
31, 2007 and 2006, and we will continue to amortize the remaining deferred
gain of approximately $596,000 into non-operating income over the
remainder of the lease of the building, which is scheduled to expire in
2013.
|
For
the twelve months ended
|
December
31, 2007
|
(Restated)
December
31, 2006
|
|
(Audited)
|
(Audited)
|
||
Net
Loss
|
$ (272,562)
|
$ (973,185)
|
|
Interest
Income
|
(81,156)
|
(83,362)
|
|
Interest
Expense
|
207,516
|
65,713
|
|
Loan
Fees on Revolving Credit Facility
|
389,479
|
114,600
|
|
Gain
on Building Sale
|
(117,272)
|
(117,274)
|
|
Stock
Option Expense
|
408,094
|
133,379
|
|
Provision
for income taxes
|
(9,809)
|
19,290
|
|
Depreciation
and Amortization
|
1,234,261
|
982,860
|
|
Adjusted
EBITDA *
|
$ 1,758,551
|
$ 142,021
|
·
|
Adjusted
EBITDA is used by management as a performance measure for benchmarking
against our peers and our competitors. In particular, we
evaluate management performance by using revenues and operating income
(loss) before depreciation and amortization, loan fees on our revolving
credit facility, stock option expense, and gain on our 2003 building
sale. We also use Adjusted EBITDA to evaluate operating
performance, to measure performance for incentive compensation programs,
and to evaluate future growth
opportunities.
|
·
|
Adjusted
EBITDA is one of the metrics used by management and our Board of
Directors, to review the financial performance of the business on a
monthly basis and, in part, to determine the level of compensation for
management. This is done by comparing the managers’
departmental budgets without interest, taxes, depreciation and
amortization, loan fees on our revolving credit facility, stock option
expense, and gain on our 2003 building sale as a measure of their
performance.
|
·
|
We
believe Adjusted EBITDA is useful to investors and allows a comparison of
our operating results with that of competitors exclusive of depreciation
and amortization, interest income, interest expense, non-cash stock option
expenses and other non-operating expenses such as loan fees and gain on
our 2003 building sale. Financial results of competitors in our
industry have significant variations that can result from timing of
capital expenditures, the amount of intangible assets recorded, the
differences in assets’ lives, the timing and amount of investments and the
variances in the amount of stock options granted to
employees.
|
·
|
net
borrowings on notes and capital leases (approx.
<$130,000>);
|
·
|
payments
on the revolving credit facility (approx.
<$805,000>);
|
·
|
Employee
Stock Purchase Plan contributions (approx. <$38,000>);
and
|
·
|
dividend
payments on our preferred stock (approx.
<$570,000>).
|
·
|
Introduce
commercial business practices into the space arena, use off-the-shelf
technology in innovative ways and standardize hardware and software to
reduce costs and to increase reliability and
profits;
|
·
|
Start
with small, practical and profitable projects, and leverage credibility
and profits into larger and ever more bold initiatives - utilizing
partnerships where appropriate;
|
·
|
Bid,
win, and leverage government programs to fund our Research and Development
and product development
efforts;
|
·
|
Integrate
our smaller, low cost commercial spacecraft and hybrid space
transportation systems to provide one-stop turnkey payload and/or data
delivery services to target customers;
and,
|
·
|
Apply
our low cost space products to new applications and to create new users,
new markets and new revenue
streams.
|
Ø
|
AeroAstro
|
Ø
|
Aeroflex
(a subsidiary of UMTC)
|
Ø
|
Alliance
|
Ø
|
Alliant
Tech Systems
|
Ø
|
ATK
|
Ø
|
CDA
Astro
|
Ø
|
Cesaroni
Technology Incorporated
|
Ø
|
EADS
Astrium
|
Ø
|
G&H
Technologies
|
Ø
|
General
Dynamics
|
Ø
|
Harris
Corporation
|
Ø
|
Microsat
Systems (a subsidiary of Sierra
Nevada)
|
Ø
|
Moog,
Inc.
|
Ø
|
MPC
Products Corporation
|
Ø
|
Planetary
Systems, Inc.
|
Ø
|
Prime
Contractor Internal Mechanisms
|
Ø
|
Surrey
Satellite Technology Limited
|
Ø
|
Swales
Aerospace
|
Ø
|
TiNi
Aerospace
|
Name
|
Age
|
Title
|
Mark
N. Sirangelo
|
47
|
Chairman
of the Board and Chief Executive Officer
|
Richard
B. Slansky
|
51
|
President,
Chief Financial Officer, Corporate Secretary and
Director
|
Scott
Tibbitts
|
50
|
Managing
Director and Director
|
James
W. Benson
|
62
|
Director
|
Curt
Dean Blake (1)
|
50
|
Director
|
General
Howell M. Estes, III (USAF Retired) (1)
|
66
|
Director
|
Scott Hubbard
(1)
|
59
|
Director
|
Scott McClendon
(1)
|
68
|
Director
|
Hans
Steininger
|
46
|
Director
|
Robert
S. Walker (1)
|
65
|
Director
|
(1)
|
Denotes
Independent, Unaffiliated
Director
|
Name
and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
All
other compensation ($)
|
Total
|
||
Mark
N. Sirangelo
|
2007
|
313,962
|
-
|
-
|
$ 313,962
|
||
Chief
Executive Officer
|
2006
|
292,730
|
25,000
|
60,000
|
(1)
|
377,729
|
|
Richard
B. Slansky
|
2007
|
221,815
|
-
|
1,431
|
(2)
|
223,244
|
|
President
and Chief Financial Officer
|
2006
|
195,877
|
25,000
|
101,458
|
(2),(3)
|
322,335
|
|
Scott
Tibbitts
|
2007
|
150,000
|
-
|
101,475
|
(2),(4)
|
251,475
|
|
Managing
Director
|
2006
|
143,360
|
-
|
100,214
|
(2),(4)
|
243,573
|
(1)
|
Compensation
received for living expenses over the initial term of his employment
agreement.
|
(2)
|
Company
contributions to the individual’s 401(k) plan were $1,431 and $1,458 for
Mr. Slansky in 2007 and 2006, respectively; $1,475 and $2,703 for Mr.
Tibbitts in 2007 and 2006,
respectively
|
(3)
|
Commissions
paid in the amount of $100,000 on the sale of common and preferred stock
under a previous employment
agreement.
|
(4)
|
Payments
made under a non-compete agreement entered into upon the acquisition of
Starsys in January 2006 of $100,000 and $97,511 in 2007 and 2006,
respectively.
|
Name
|
Number
of securities underlying unexercised options exercisable
(#)
|
Number
of securities underlying unexercised options unexercisable
(#)
|
Equity
incentive plan award: number of securities underlying unexercised unearned
options (#)
|
Option
exercise price($)
|
Option
expiration date
|
Mark
N. Sirangelo
|
1,900,000
|
-
|
-
|
$ 1.40
|
12/20/2010
|
Richard
B. Slansky
|
1,400,000
|
-
|
-
|
1.40
|
12/20/2010
|
330,000
|
-
|
-
|
0.51
|
2/10/2009
|
|
395,000
|
-
|
-
|
0.92
|
3/25/2010
|
|
Scott
Tibbitts
|
-
|
-
|
-
|
-
|
-
|
Name
|
Fees
Earned or Paid in Cash ($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Nonqualified
Deferred Compensation Earnings ($)
|
All
other Compensation ($)
|
Total
($)
|
Mark
N. Sirangelo
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Richard
B. Slansky
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
James
W. Benson
|
1,500
|
-
|
-
|
-
|
-
|
-
|
1,500
|
Scott
Tibbitts
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Curt
Dean Blake
|
6,750
|
-
|
4,380
|
-
|
-
|
-
|
11,130
|
General
Howell M. Estes, III
|
3,750
|
-
|
4,380
|
-
|
-
|
-
|
8,130
|
Wesley
T. Huntress
|
3,750
|
-
|
4,380
|
-
|
-
|
-
|
8,130
|
Scott
McClendon
|
7,500
|
-
|
4,380
|
-
|
-
|
-
|
11,880
|
Robert
S. Walker
|
2,250
|
-
|
4,380
|
-
|
-
|
-
|
6,630
|
Scott
Hubbard
|
1,500
|
-
|
20,872
|
-
|
-
|
-
|
22,372
|
Hans
Steininger
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership(1)
|
Percent
of Ownership
|
|
Mark
N. Sirangelo
|
2,142,500
|
(2)
|
4.82%
|
Richard
B. Slansky
|
2,237,886
|
(3)
|
5.01%
|
Susan
C. Benson
|
5,459,407
|
(4)
|
12.69%
|
James
W. Benson
|
4,216,407
|
(5)
|
9.80%
|
Scott
F. Tibbitts
|
1,449,194
|
3.41%
|
|
Curt
Dean Blake
|
172,490
|
(6)
|
0.40%
|
Scott
McClendon
|
174,460
|
(7)
|
0.41%
|
General
Howell M. Estes, III
|
157,167
|
(8)
|
0.37%
|
Robert
S. Walker
|
101,546
|
(9)
|
0.24%
|
Scott
Hubbard
|
-
|
0.00%
|
|
Hans
Steininger
|
5,979,846
|
(10)
|
14.07%
|
OHB
Technology AG
|
7,973,129
|
(11)
|
18.76%
|
Loeb
Partners Corporation
|
4,792,300
|
(12)
|
11.27%
|
Laurus
Master Fund, Ltd.
|
4,274,212
|
(13)
|
9.99%
|
Executive
Officers and Directors as a group (10 Persons)
|
16,631,496
|
(14)
|
34.67%
|
(1)
|
Where
persons listed on this table have the right to obtain additional shares of
our common stock through the exercise of outstanding options or warrants
or the conversion of convertible securities within 60 days from March 31,
2008, these additional shares are deemed to be outstanding for the purpose
of computing the percentage of common stock owned by such persons, but are
not deemed outstanding for the purpose of computing the percentage owned
by any other person. Percentages are based on total outstanding
shares of 42,505,656 on March 31,
2008.
|
(2)
|
Represents
242,500 shares in which he has indirect ownership interest, these shares
are held by The Quanstar Group LLC. Mr. Sirangelo also holds
vested options to purchase up to an aggregate of 1,900,000
shares.
|
(3)
|
Includes
vested options to purchase up to an aggregate of 2,125,000
shares.
|
(4)
|
Represents
2,967,700 shares held directly by Ms. Susan Benson as a result of a
stipulated order entered May 24, 2005 identifying the shares as a separate
property asset of Ms. Benson, plus beneficial ownership in 1,702,294
shares held jointly with James W. Benson, as to which she shares voting
and investing power with Mr. Benson, indirect beneficial ownership
interest in 289,413 shares held in Space Development Institute (where Ms.
Benson is a member of the Board of Directors along with James W. Benson),
as to which she shares voting and investing power with Mr. Benson, and
beneficial ownership in vested options issued in the name of James W.
Benson on 500,000 shares (which may constitute as community property with
James W. Benson). Excludes approximately 1.8 million shares held by
children of Ms. Benson, for which Ms. Benson disclaims beneficial
ownership.
|
(5)
|
Represents
1,724,700 shares held directly by Mr. James W. Benson as a result of a
stipulated order entered May 24, 2005 identifying the shares as a separate
property asset of Mr. Benson, plus beneficial ownership in
1,702,294 shares held jointly with Susan C. Benson, as to which he shares
voting and investing power with Ms. Benson, indirect beneficial ownership
interest in 289,413 shares held in Space Development Institute (where Mr.
Benson is a member of the Board of Directors along with Susan C. Benson),
as to which he shares voting and investing power with Ms. Benson, and
beneficial ownership in vested options to purchase up to an aggregate of
500,000 shares (which may constitute as community property with Susan C.
Benson). Excludes approximately 1.8 million shares held by
children of Mr. Benson, for which Mr. Benson disclaims beneficial
ownership.
|
(6)
|
Includes
vested options to purchase up to an aggregate of 92,000 common
shares.
|
(7)
|
Includes
vested options to purchase up to an aggregate of 149,000 common
shares.
|
(8)
|
Includes
vested options to purchase up to an aggregate of 90,500 common
shares.
|
(9)
|
Includes
vested options to purchase up to an aggregate of 70,500 common
shares.
|
(10)
|
Hans
Steininger is the Chief Executive Officer of MT Aerospace AG and is listed
as beneficial owner of the shares owned by
it.
|
(11)
|
Includes
5,979,846 shares held by their subsidiary MT Aerospace
AG.
|
(12)
|
Includes
3,750,000 shares that Loeb purchased from the Company in November 2007,
500,000 shares purchased in a private transaction with Mr. Benson in
February 2008, as well as 542,300 shares purchased on the open market. The
following table details the holdings of Loeb and its
affiliates:
|
Total
|
|
Loeb
Arbitrage Fund
|
1,563,429
|
Loeb
Partners Corporation
|
221,583
|
Loeb
Offshore Fund Ltd.
|
356,363
|
Loeb
Arbitrage B Fund LP
|
506,822
|
Loeb
Offshore B Fund Ltd.
|
158,803
|
Loeb
Marathon Fund, LP
|
1,190,332
|
Loeb
Marathon Offshore Fund, Ltd.
|
794,968
|
Total
|
4,792,300
|
(13)
|
Includes
5,459,705 shares underlying vested warrants and Series C and Series D-1
Convertible Preferred shares, adjusted down by approximately 4,930,000 to
maintain the 9.99% blocker on the beneficial ownership mandated in the
Series D-1 preferred stock agreement as well as the 4.99% blocker on the
beneficial ownership mandated in the Series C preferred stock
agreement.
|
(14)
|
Executive
Officers and Directors as a group include our ten Board members, two of
whom are also Executive
Officers.
|
●
|
The
purchase agreement contains a number of covenants by SpaceDev, which
includes an agreement not to effect any transaction involving the issuance
of securities convertible, exercisable or exchangeable for the Company's
common stock at a price or rate per share which floats (i.e., which may
change over time), without the consent of a majority of the Series D-1
preferred stockholders, so long as any shares of Series D-1 Preferred
Stock are outstanding, subject to certain
conditions.
|
·
|
Shares
of our authorized but unissued "blank check" preferred stock (as well as
shares of our authorized but unissued common stock) could be issued in an
effort to dilute the stock ownership and voting power of persons seeking
to obtain control of our company, or could be issued to purchasers who
would support our board of directors in opposing an unsolicited takeover
proposal;
|
·
|
Our
stockholders are only allowed to take actions by unanimous written
consent, other than actions taken at a duly noticed meeting of
stockholders ;
|
·
|
The
occurrence of a change of control transaction affecting us would be a
triggering event under the Series D-1 provisions of the Certificate of
Incorporation requiring us to redeem shares of Series D-1 Preferred Stock
at a premium to stated value; and
|
·
|
Our
board of directors may increase the number of directors and may fill the
vacancies created by such action.
|
Report of Independent
Registered Public Accounting Firm
|
F-2
|
Financial
Statements
|
|
Consolidated
Balance Sheets
|
F-3
|
Consolidated
Statements of Operations
|
F-4
|
Consolidated
Statements of Stockholders' Equity
|
F-5
|
Consolidated
Statements of Cash Flows
|
F-6
|
Notes
to Consolidated Financial Statements
|
F-8
|
SpaceDev,
Inc.
|
||||||||
and
Subsidiaries
|
||||||||
Consolidated
Balance Sheets
|
||||||||
December
31,
|
2007
|
2006
(Restated)
|
||||||
Assets
|
||||||||
Current
Assets
|
||||||||
Cash
and cash equivalents (Notes 1(o) and 9(a))
|
$ | 6,521,003 | $ | 1,438,146 | ||||
Accounts
receivable, net (Notes 1(d) and 9(b))
|
6,433,285 | 7,289,720 | ||||||
Inventory
(Note 1(q))
|
1,006,229 | 309,205 | ||||||
Other
current assets (Note 1(n))
|
702,120 | 599,565 | ||||||
Total
Current Assets
|
14,662,637 | 9,636,636 | ||||||
Fixed Assets - Net
(Notes 1(f) and 2)
|
4,420,020 | 3,793,365 | ||||||
Intangible
Assets (Note 3)
|
746,392 | 841,133 | ||||||
Goodwill
(Note 3)
|
11,233,665 | 11,233,665 | ||||||
Other
Assets (Note 1 (n))
|
1,045,272 | 626,086 | ||||||
Total
Assets
|
$ | 32,107,986 | $ | 26,130,885 | ||||
Liabilities
and Stockholders' Equity
|
||||||||
Current
Liabilities
|
||||||||
Accounts
payable and accrued expenses
|
$ | 1,491,116 | $ | 1,755,985 | ||||
Current
portion of notes payable (Note 4(a))
|
86,385 | - | ||||||
Current
portion of capitalized lease obligations (Note 8(a))
|
76,500 | 35,441 | ||||||
Accrued
payroll, vacation and related taxes
|
1,424,462 | 1,184,457 | ||||||
Billings
in excess of costs and deferred revenue (Note 1(r))
|
2,463,366 | 2,816,072 | ||||||
Revolving
line of credit (Note 4(b))
|
- | 805,172 | ||||||
Other
accrued liabilities (Note 1(e) and 8(b))
|
1,632,768 | 1,602,561 | ||||||
Total
Current Liabilities
|
7,174,597 | 8,199,688 | ||||||
Notes
Payable, Less Current Maturities (Note 4(a))
|
91,822 | 50,193 | ||||||
Capitalized
Lease Obligations, Less Current Maturities (Note 8(a))
|
251,799 | 136,709 | ||||||
Deferred
Gain (Note 8(c))
|
596,133 | 713,405 | ||||||
Other
Long Term Liabilities - Deferred Rent
|
643,168 | 160,782 | ||||||
Total
Liabilities
|
8,757,519 | 9,260,777 | ||||||
Commitments
and Contingencies (Note 8)
|
||||||||
Stockholders’
Equity (Note 7)
|
||||||||
Convertible
preferred stock, $.001 par value, 10,000,000 shares authorized, and
251,659 and 252,963 shares issued and outstanding,
respectively
|
||||||||
Series
C convertible preferred stock (Note 7(a))
|
248 | 248 | ||||||
Series
D-1 convertible preferred stock (Note 7(b))
|
3 | 4 | ||||||
Common
stock, $.0001 par value; 100,000,000 shares authorized, and 42,306,871 and
29,550,342 shares issued and outstanding, respectively (Note
7(c))
|
4,231 | 2,954 | ||||||
Additional
paid-in capital
|
40,441,249 | 33,150,566 | ||||||
Accumulated
deficit
|
(17,095,264 | ) | (16,283,664 | ) | ||||
Total
Stockholders’ Equity
|
23,350,467 | 16,870,108 | ||||||
Total Liabilities
and Stockholders' Equity
|
$ | 32,107,986 | $ | 26,130,885 |
SpaceDev, Inc.
|
||||||||||||||||
and
Subsidiaries
|
||||||||||||||||
Consolidated Statements of Operations
|
||||||||||||||||
Years
Ended December 31,
|
2007
|
% |
2006
(Restated)
|
% |
||||||||||||
Net
Sales (Note 1(e))
|
$ | 34,697,613 | 100.0 | % | $ | 32,555,570 | 100.0 | % | ||||||||
Cost
of Sales*
|
25,897,718 | 74.6 | % | 25,720,581 | 79.0 | % | ||||||||||
Gross
Margin
|
8,799,895 | 25.4 | % | 6,834,989 | 21.0 | % | ||||||||||
Operating
Expenses
|
||||||||||||||||
Marketing
and sales
|
3,304,137 | 9.5 | % | 2,196,838 | 6.7 | % | ||||||||||
Research
and development (Note 1(g))
|
300,159 | 0.9 | % | 284,346 | 0.9 | % | ||||||||||
General
and administrative
|
5,079,403 | 14.6 | % | 5,328,023 | 16.4 | % | ||||||||||
Total
Operating Expenses*
|
8,683,699 | 25.0 | % | 7,809,207 | 24.0 | % | ||||||||||
Income/(Loss)
from Operations
|
116,196 | 0.3 | % | (974,218 | ) | -3.0 | % | |||||||||
Non-Operating
Income/(Expense)
|
||||||||||||||||
Interest
and other income
|
81,156 | 0.2 | % | 83,362 | 0.3 | % | ||||||||||
Interest
expense
|
(207,516 | ) | -0.6 | % | (65,713 | ) | -0.2 | % | ||||||||
Gain
on building sale (Note 8(c))
|
117,272 | 0.3 | % | 117,274 | 0.4 | % | ||||||||||
Loan
fee (Note 4(b))
|
(389,479 | ) | -1.1 | % | (114,600 | ) | -0.4 | % | ||||||||
Total
Non-Operating Income/(Expense)
|
(398,567 | ) | -1.1 | % | 20,323 | 0.1 | % | |||||||||
Loss
Before Income Taxes
|
(282,371 | ) | -0.8 | % | (953,895 | ) | -2.9 | % | ||||||||
Income
tax (benefit) provision (Notes 1(h) and 5)
|
(9,809 | ) | 0.0 | % | 19,290 | 0.1 | % | |||||||||
Net
Loss
|
$ | (272,562 | ) | -0.8 | % | $ | (973,185 | ) | -3.0 | % | ||||||
Net
Loss
|
(272,562 | ) | (973,185 | ) | ||||||||||||
Less:
Preferred dividend payments
|
(539,038 | ) | (610,287 | ) | ||||||||||||
Net
Loss Available to Common Stockholders
|
(811,600 | ) | (1,583,472 | ) | ||||||||||||
Net
Loss Per Share: (Note 1(j))
|
$ | (0.03 | ) | $ | (0.06 | ) | ||||||||||
Weighted-Average
shares outstanding
|
32,290,096 | 28,666,059 | ||||||||||||||
Fully
Diluted Net Loss Per Share:
|
$ | (0.03 | ) | $ | (0.06 | ) | ||||||||||
Weighted-Average
shares used in calculation
|
32,290,096 | 28,666,059 | ||||||||||||||
*
The following table shows how the Company's stock option expense would be
allocated to all expenses.
|
||||||||||||||||
Cost
of sales
|
$ | 218,028 | $ | 24,339 | ||||||||||||
Marketing
and sales
|
74,284 | 4,840 | ||||||||||||||
Research
and development
|
- | - | ||||||||||||||
General
and administrative
|
115,782 | 104,200 | ||||||||||||||
$ | 408,094 | $ | 133,379 |
SpaceDev,
Inc.
|
||||||||||||||||||||||||||||
and
Subsidiaries
|
||||||||||||||||||||||||||||
Consolidated
Statements of Stockholders' Equity
|
||||||||||||||||||||||||||||
Additional
|
||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-in
|
Accumulated
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||||||||||
Balance
at January 1, 2006 as originally presented
|
248,460 | $ | 248 | 24,606,275 | $ | 2,460 | $ | 22,541,994 | $ | (14,575,489 | ) | $ | 7,969,213 | |||||||||||||||
Prior
period adjustment (Note 1(s))
|
- | - | - | - | - | (124,703 | ) | (124,703 | ) | |||||||||||||||||||
Balance
at January 1, 2006, Restated
|
248,460 | $ | 248 | 24,606,275 | $ | 2,460 | $ | 22,541,994 | $ | (14,700,192 | ) | $ | 7,844,510 | |||||||||||||||
Preferred
stock issued for cash (Note 7(a) and 7(b))
|
5,150 | 5 | - | - | 3,587,984 | - | 3,587,989 | |||||||||||||||||||||
Common
stock issued for acquisition and acquisition costs (Note
3)
|
- | - | 4,046,756 | 406 | 5,943,641 | - | 5,944,047 | |||||||||||||||||||||
Common
stock issued for cash from employee stock purchase plan (Note
6(b))
|
- | - | 104,845 | 10 | 133,256 | - | 133,266 | |||||||||||||||||||||
Common
stock issued from conversion of preferred stock (Note 7(a) and
7(b))
|
(647 | ) | (1 | ) | 50,676 | 5 | 74,995 | - | 74,999 | |||||||||||||||||||
Common
stock issued from employee stock options (Notes 6(b) and
7(e))
|
- | - | 230,281 | 21 | 173,193 | - | 173,214 | |||||||||||||||||||||
Common
stock issued for services (Note 7(c))
|
- | - | 1,500 | 1 | 2,175 | - | 2,176 | |||||||||||||||||||||
Common
stock issued from warrants (Note 7(d))
|
- | - | 200,000 | 20 | 209,980 | - | 210,000 | |||||||||||||||||||||
Common
stock issued under revolving credit facility (Note
4(b))
|
- | - | 310,009 | 31 | 349,969 | - | 350,000 | |||||||||||||||||||||
Common
stock issued from conversion of declared dividends (Note 7(a) and
7(b))
|
- | - | - | - | - | - | - | |||||||||||||||||||||
Stock
option expense under SFAS 123(R) (Notes 6(b) and 7(e))
|
- | - | - | - | 133,379 | - | 133,379 | |||||||||||||||||||||
Declared
dividends
|
- | - | - | - | - | (610,287 | ) | (610,287 | ) | |||||||||||||||||||
Net
Loss (Restated)
|
- | - | - | - | - | (973,185 | ) | (973,185 | ) | |||||||||||||||||||
Balance
at December 31, 2006
|
252,963 | 252 | 29,550,342 | 2,954 | 33,150,566 | (16,283,664 | ) | 16,870,108 | ||||||||||||||||||||
Common
stock issued for cash (Note 7(c))
|
- | - | 11,723,129 | 1,174 | 7,525,550 | - | 7,526,724 | |||||||||||||||||||||
Common
stock issued for cash from employee stock purchase plan (Note 6(b) and
7(c))
|
- | - | 126,351 | 13 | 92,564 | - | 92,577 | |||||||||||||||||||||
Repurchase
of preferred stock (Note 7(a) and 7(b))
|
(1,304 | ) | (1 | ) | 22,914 | 2 | (1,263,893 | ) | - | (1,263,892 | ) | |||||||||||||||||
Common
stock issued from employee stock options (Notes 6(b) and
7(e))
|
- | - | 100,849 | 10 | 38,446 | - | 38,456 | |||||||||||||||||||||
Common
stock issued from warrants (Note 7(d))
|
- | - | 500,000 | 50 | 289,950 | - | 290,000 | |||||||||||||||||||||
Common
stock issued under revolving credit facility (Note
4(b))
|
- | - | 283,286 | 28 | 199,972 | - | 200,000 | |||||||||||||||||||||
Stock
option expense under SFAS 123(R) (Notes 6(b) and 7(e))
|
- | - | - | - | 408,094 | - | 408,094 | |||||||||||||||||||||
Declared
dividends
|
- | - | - | - | - | (539,038 | ) | (539,038 | ) | |||||||||||||||||||
Net
Loss
|
- | - | - | - | - | (272,562 | ) | (272,562 | ) | |||||||||||||||||||
Balance
at December 31, 2007
|
251,659 | $ | 251 | 42,306,871 | $ | 4,231 | $ | 40,441,249 | $ | (17,095,264 | ) | $ | 23,350,467 |
SpaceDev, Inc.
|
||||||||
and
Subsidiaries
|
||||||||
Consolidated
Statements of Cash Flows
|
||||||||
Years
Ended December 31,
|
2007
|
2006
(Restated)
|
||||||
Cash
Flows From Operating Activities
|
||||||||
Net
loss
|
$ | (272,562 | ) | $ | (973,185 | ) | ||
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
and amortization
|
1,234,261 | 982,860 | ||||||
Gain
on disposal of building sale
|
(117,272 | ) | (117,274 | ) | ||||
Changes
in reserves
|
181,403 | - | ||||||
Stock
option expense
|
408,094 | 133,379 | ||||||
Loss
on disposal of assets
|
11,081 | - | ||||||
Non-cash
loan fee
|
369,704 | 114,600 | ||||||
Accrued
liabilities
|
32,655 | - | ||||||
Common
stock issued for compensation and services
|
- | 2,175 | ||||||
Deferred
rent
|
160,305 | 20,813 | ||||||
Change
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
856,436 | (783,250 | ) | |||||
Inventory
|
(852,024 | ) | (58,136 | ) | ||||
Other
assets
|
1,514 | 979,059 | ||||||
Accounts
payable and accrued expenses
|
(24,864 | ) | (1,162,717 | ) | ||||
Billings
in excess of costs incurred and deferred revenue
|
(352,706 | ) | 1,292,145 | |||||
Other
accrued liabilities
|
25,153 | (1,808,087 | ) | |||||
Net
cash provided by (used in) operating activities
|
1,661,178 | (1,377,618 | ) | |||||
Cash
Flows From Investing Activities
|
||||||||
Acquisition
costs, net of cash
|
- | (1,408,134 | ) | |||||
Issuance
of letter credit
|
(535,669 | ) | ||||||
Tenant
improvements reimbursement
|
374,830 | |||||||
Purchases
of fixed assets
|
(1,557,137 | ) | (1,389,293 | ) | ||||
Net
cash used in investing activities
|
(1,717,976 | ) | (2,797,427 | ) | ||||
Cash
Flows From Financing Activities
|
||||||||
Principal
payments on notes payable
|
(97,052 | ) | (4,675,832 | ) | ||||
Principal
payments on capitalized lease obligations
|
(33,449 | ) | (35,749 | ) | ||||
(Payments)
proceeds from revolving credit facility
|
(805,172 | ) | 805,172 | |||||
Employee
stock purchase plan
|
(38,456 | ) | 133,266 | |||||
Dividend
payments on Series C and Series D-1 preferred
|
(570,081 | ) | (610,287 | ) | ||||
Other
assets, capitalized preferred stock issuance costs
|
- | (175,000 | ) | |||||
(Repurchase)/Issuance
of preferred stock
|
(1,263,894 | ) | 4,038,361 | |||||
Net
proceeds from issuance of common stock
|
7,947,759 | 383,222 | ||||||
Net
cash provided by (used in) financing activities
|
5,139,655 | (136,847 | ) | |||||
Net
Increase/(Decrease) in Cash and Cash Equivalents
|
5,082,857 | (4,311,892 | ) | |||||
Cash
and Cash Equivalents at Beginning of Year
|
1,438,146 | 5,750,038 | ||||||
Cash
and Cash Equivalents at End of Year
|
$ | 6,521,003 | $ | 1,438,146 |
SpaceDev,
Inc.
|
||||||
and
Subsidiaries
|
||||||
Consolidated Statements of Cash Flows | ||||||
Years
Ended December 31,
|
2007
|
2006
(Restated)
|
||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||
Cash
paid during the year for:
|
||||||
Interest
|
$ 207,516
|
$ 65,713
|
||||
Income
Taxes
|
$
-
|
$ 19,290
|
||||
Noncash
Investing and Financing Activities:
|
||||||
During
2007 and 2006, the Company entered into capital leases in the amount of
approximately $190,000
|
||||||
and
$225,000, respectively.
|
||||||
During
2007 the Company licensed software in the amount of $188,000 through a
note payable.
|
||||||
During
2007 and 2006, the Company converted $92,564 and $133,266 of employee
stock purchase plan
|
||||||
contributions
into 126,351 and 104,845 shares of common stock,
respectively.
|
||||||
During
2007 and 2006, the Company declared preferred stock dividends payable of
$539,039 and $610,287,
|
||||||
respectively,
to the holders of its Series C and Series D-1 preferred
stock.
|
||||||
During
2007 and 2006, the Company issued 283,286 and 310,009 shares of its common
stock and
|
||||||
expensed
$311,372 and $114,600, as well as accrued $148,493 to be spread over the
next nine months
|
||||||
in
non-cash loan fees for the additional expenses incurred under its
revolving credit facilty with
|
||||||
the
Laurus Master Fund.
|
||||||
During
2007, the Company converted preferred stock amortization payments in the
amount of
|
||||||
$16,591
into 22,914 shares of common stock, for its preferred
stockholders.
|
1.
|
Summary
of Significant Accounting
Policies
|
A
summary of the Company's significant accounting policies applied in the
preparation of the accompanying consolidated financial statements
follows.
|
(e)
|
Revenue,
expense, and profitability
recognition
|
(f)
|
Fixed
assets
|
(g)
|
Research
and development
|
(h)
|
Income
taxes
|
(i)
|
Stock-based
compensation
|
(j)
|
Net
income (loss) per common share
|
(k)
|
Financial
instruments
|
|
(l) Segment
reporting
|
(m)
|
New
accounting standards
|
(n)
|
Other
assets
|
Other
Current Assets - December 31,
|
2007
|
2006
|
||||||
Financing
fees
|
$ | 421,986 | $ | 303,174 | ||||
Software
prepaid license
|
152,219 | 93,009 | ||||||
Insurance
prepaid
|
27,585 | 60,435 | ||||||
Property
tax prepayment
|
2,647 | 3,210 | ||||||
Rental
prepaid short term
|
78,573 | 40,103 | ||||||
All
other deposits
|
19,110 | 99,634 | ||||||
Total
other current assets
|
$ | 702,120 | $ | 599,565 |
|
Other
Assets
|
Other
Assets - December 31,
|
2007
|
2006
|
||||||
Louisville
facility letter of credit
|
$ | 535,669 | $ | - | ||||
Deposits
|
339,683 | 321,290 | ||||||
Deferred
expenses
|
169,920 | 116,666 | ||||||
Prepaid
Rent
|
- | 188,130 | ||||||
Total
other assets
|
$ | 1,045,272 | $ | 626,086 |
(o)
|
Cash
and cash equivalents
|
2007
|
2006
|
|||||||
Balance
at January 1
|
$ | 76,000 | $ | - | ||||
Accruals
during the year
|
557,187 | 76,000 | ||||||
Reductions
during the year
|
(127,203 | ) | - | |||||
Balance
at December 31
|
$ | 505,984 | $ | 76,000 |
At
December 31,
|
||||||||
Inventory
|
2007
|
2006
|
||||||
Raw
Material
|
$ | 570,432 | $ | 309,205 | ||||
Work
in Progress
|
528,614 | - | ||||||
Finished
Goods
|
62,183 | - | ||||||
Subtotal
|
1,161,229 | 309,205 | ||||||
Inventory
Allowance
|
(155,000 | ) | - | |||||
Inventory,
Net
|
$ | 1,006,229 | $ | 309,205 |
Years
Ended
|
Net
Income
|
%
of
|
Deferred
Rent
|
Adjusted
Net
|
%
of
|
|||||||||||||||||||
December
31,
|
(Loss)
|
Revenue
|
Adjustment
|
Income
(Loss)
|
Revenue
|
Difference
|
||||||||||||||||||
2003
|
$ | (1,246,067 | ) | -42.15 | % | $ | 48,904 | $ | (1,294,971 | ) | -43.80 | % | 1.65 | % | ||||||||||
2004
|
$ | (3,027,054 | ) | -61.89 | % | $ | 43,464 | $ | (3,070,518 | ) | -62.78 | % | 0.89 | % | ||||||||||
2005
|
$ | 501,264 | 5.57 | % | $ | 32,334 | $ | 468,930 | 5.21 | % | 0.36 | % | ||||||||||||
2006
|
$ | (952,372 | ) | -2.93 | % | $ | 20,813 | $ | (973,185 | ) | -2.99 | % | 0.06 | % |
%
Total
|
Accrued
Value of
|
Total
|
%
Adjusted
|
|||||||||||||||||||||||||
Years
Ended
|
Total
|
Total
|
Liabilities
to
|
Deferred
Rent
|
Adjusted
|
Liabilities
to
|
||||||||||||||||||||||
December
31,
|
Assets
|
Liabilities
|
Total
Assets
|
Adjustments
|
Liabilities
|
Total
Assets
|
Difference
|
|||||||||||||||||||||
2003
|
$ | 1,084,819 | $ | 3,157,447 | 291.06 | % | $ | 48,904 | $ | 3,206,351 | 295.57 | % | 4.51 | % | ||||||||||||||
2004
|
$ | 6,090,434 | $ | 1,754,777 | 28.81 | % | $ | 92,368 | $ | 1,847,145 | 30.33 | % | 1.52 | % | ||||||||||||||
2005
|
$ | 11,008,649 | $ | 3,039,436 | 27.61 | % | $ | 124,702 | $ | 3,164,138 | 28.74 | % | 1.13 | % | ||||||||||||||
2006
|
$ | 26,130,885 | $ | 9,115,261 | 34.88 | % | $ | 145,515 | $ | 9,260,776 | 35.44 | % | 0.56 | % |
December
31,
|
2007
|
2006
|
||||||
Capital
leases
|
$ | 642,079 | $ | 452,481 | ||||
Computer
equipment
|
1,981,425 | 952,895 | ||||||
Building
improvements
|
1,228,630 | 1,959 | ||||||
Furniture
and fixtures
|
3,398,825 | 2,546,039 | ||||||
Rocket
motor test center
|
1,374,683 | 1,205,468 | ||||||
8,625,642 | 5,158,842 | |||||||
Less
accumulated depreciation and amortization
|
(4,205,622 | ) | (1,365,478 | ) | ||||
$ | 4,420,020 | $ | 3,793,364 |
Starsys
Research Total Assets
|
$ (7,851,494)
|
Starsys
Research Total Liabilities
|
13,054,140
|
Cash
to Starsys Stockholders
|
410,791
|
Equity
to Starsys Stockholders
|
5,576,846
|
Fees
Associated with Acquisition
|
1,056,079
|
Total
Goodwill
|
$ 12,246,362
|
|
For
the fiscal year ended December 31, 2005, up to $350,000 in cash and up to
an aggregate number of shares of the Company's common stock equal to (A)
up to $3.0 million divided by (B) the volume weighted average price of the
Company's common stock for the 20 trading days preceding the date of the
audit opinion for the fiscal year ended December 31, 2005, but not less
than $2.00 per share. This portion of the additional performance
consideration was not earned;
|
|
For
the fiscal year ended December 31, 2006, up to $350,000 in cash and up to
an aggregate number of shares of the Company's common stock equal to (A)
up to $7.5 million divided by (B) the volume weighted average price of the
Company's common stock for the 20 trading days preceding the date of the
audit opinion for the fiscal year ended December 31, 2006, but not less
than $2.50 per share. This portion of the additional
performance consideration was not earned;
and,
|
|
For
the fiscal year ending December 31, 2007, up to $350,000 in cash and up to
an aggregate number of shares of the Company's common stock equal to (A)
up to $7.5 million divided by (B) the volume weighted average price of the
Company's common stock for the 20 trading days preceding the date of the
audit opinion for the fiscal year ending December 31, 2007, but not less
than $3.00 per share. This portion of the additional
performance consideration was not
earned.
|
Starsys
Research Corporation
|
||||||||||||
(Audited)
|
||||||||||||
January
26, 2006
|
Adjustments
|
January
26, 2006
|
||||||||||
Assets
|
||||||||||||
Current
Assets
|
||||||||||||
Cash
and Accounts Receivable
|
$ | 5,293,867 | $ | 5,293,867 | ||||||||
Other
current assets
|
620,829 | 620,829 | ||||||||||
Fixed Assets -
Net
|
1,903,825 | 97,420 | 2,001,245 | |||||||||
Intangible
Assets
|
- | 927,978 | 927,978 | |||||||||
Goodwill
|
- | 11,233,665 | 11,233,665 | |||||||||
Other
Assets
|
32,972 | - | 32,972 | |||||||||
Total
Assets
|
$ | 7,851,493 | $ | 12,259,063 | $ | 20,110,556 | ||||||
Liabilities
and Net Assets Acquired
|
||||||||||||
Current
Liabilities
|
||||||||||||
Accounts
payable and accrued expenses
|
$ | 1,704,690 | $ | - | $ | 1,704,690 | ||||||
Notes
payable
|
5,983,300 | - | 5,983,300 | |||||||||
Capitalized
lease obligations
|
31,555 | - | 31,555 | |||||||||
Accrued
payroll, vacation and related taxes
|
993,066 | - | 993,066 | |||||||||
Billings
in excess of costs and deferred revenue
|
1,531,280 | - | 1,531,280 | |||||||||
Provision
for anticipated loss
|
1,596,250 | - | 1,596,250 | |||||||||
Other
accrued liabilities
|
1,556,059 | - | 1,556,059 | |||||||||
Total
Liabilities
|
13,396,200 | - | 13,396,200 | |||||||||
Net
Assets Acquired
|
$ | (5,544,707 | ) | $ | 12,259,063 | $ | 6,714,356 |
Ø
|
$ 25,000
was assigned to non-compete
agreements;
|
Ø
|
$153,000
was assigned to patents;
|
Ø
|
$150,000
was assigned to trademarks;
|
Ø
|
$500,000
was assigned to trade secrets;
and
|
Ø
|
$100,000
to customer lists.
|
December
31,
|
2007
|
2006
|
||||||
Financing
Agreement
|
$ | 156,219 | $ | - | ||||
Deferred
Compensation Agreement
|
21,988 | 50,193 | ||||||
Total
Notes Payable
|
$ | 178,207 | $ | 50,193 | ||||
Less
current portion
|
$ | (86,385 | ) | $ | - | |||
Long
term portion
|
$ | 91,822 | $ | 50,193 |
December
31,
|
2007
|
2006
|
||||||
Current
deferred tax assets:
|
||||||||
Accrued
vacation
|
$ | 242,000 | $ | 246,500 | ||||
Deferred
gain on sale of building
|
38,700 | 38,700 | ||||||
Reserve
for loss on contracts
|
118,100 | 285,000 | ||||||
Warranty
reserve
|
259,100 | 29,400 | ||||||
Other
|
66,103 | 166,100 | ||||||
Total
current deferred tax assets
|
724,003 | 765,700 | ||||||
Non-current
deferred tax assets
|
||||||||
Net
operating loss carryforwards
|
3,624,800 | 3,715,800 | ||||||
Deferred
gain on sale of building
|
203,900 | 252,300 | ||||||
Tax
credit carryforwards
|
2,689,300 | 3,537,700 | ||||||
Total
non-current deferred tax assets
|
6,518,000 | 7,505,800 | ||||||
Non-current
deferred tax liabilities:
|
||||||||
Fixed
Assets and Intangibles
|
(205,600 | ) | (744,600 | ) | ||||
Other
|
(255,303 | ) | (241,500 | ) | ||||
Total
net non-current deferred tax assets
|
6,057,097 | 6,519,700 | ||||||
Total
deferred tax assets
|
6,781,100 | 7,285,400 | ||||||
Valuation
allowance
|
(6,781,100 | ) | (7,285,400 | ) | ||||
$ | - | $ | - |
2007
|
2006
|
|||||||
Current
|
||||||||
Federal
|
$ | (10,863 | ) | $ | 15,000 | |||
State
|
1,054 | 4,290 | ||||||
(9,809 | ) | 19,290 | ||||||
Deferred
|
||||||||
Federal
|
- | - | ||||||
State
|
- | - | ||||||
Income
tax (benefit) expense
|
$ | (9,809 | ) | $ | 19,290 |
Years
Ended December 31,
|
2007
|
2006
|
||||||
Statutory
U.S. federal rate
|
35.00 | % | 35.00 | % | ||||
State
income taxes - net of federal benefit
|
-1.89 | % | 3.79 | % | ||||
Permanent
differences
|
-53.37 | % | -14.42 | % | ||||
NOL
and tax credit prior year true up
|
-160.99 | % | -15.99 | % | ||||
Other
|
2.94 | % | .82 | % | ||||
Tax
Credits
|
0.00 | % | 91.18 | % | ||||
Federal
refund received
|
3.83 | % | 0.00 | % | ||||
Change
in valuation allowance
|
177.94 | % | -100.38 | % | ||||
Provision
for income taxes
|
3.46 | % | 0.00 | % |
(b)
|
Stock
option plans
|
·
|
The purchase agreement contains a number of covenants by
the Company, which includes an agreement not to effect any transaction
involving the issuance of securities convertible, exercisable or
exchangeable for the Company's common stock at a price or rate per share
which floats (i.e., which may change over time), without the consent of a
majority of the Series D-1 preferred stockholders, so long as any shares
of Series D-1 Preferred Stock are outstanding, subject to certain
conditions.
|
(c)
|
Common
stock
|
(d)
|
Warrants
|
Weighted
|
||||||||
Options
|
Average
|
|||||||
Outstanding
|
Exercise
Price
|
|||||||
Balance
at January 1, 2006
|
10,322,560 | $ | 1.27 | |||||
Granted
|
3,307,000 | 1.17 | ||||||
Exercised
|
(230,281 | ) | (0.83 | ) | ||||
Expired
|
(1,004,181 | ) | (1.35 | ) | ||||
Balance
at December 31, 2006
|
12,395,098 | 1.27 | ||||||
Granted
|
1,208,500 | 0.73 | ||||||
Exercised
|
(100,883 | ) | (0.50 | ) | ||||
Cancelled/Expired
|
(2,343,989 | ) | (1.28 | ) | ||||
Balance
at December 31, 2007
|
11,158,726 | $ | 1.24 |
Range
of Exercise Price
|
Number
of Options Outstanding
|
Weighted-Average
Remaining Contractual Life of Options Outstanding
|
Number
of Options Exercisable
|
Weighted-Average
Exercise Price
|
Weighted-Average
Remaining Contractual Life of Exercisable Options
Outstanding
|
|||||||||||||||||
$ | 0.42-0.50 | 235,000 | 0.72 | 235,000 | $ | 0.46 | 0.72 | |||||||||||||||
0.51-1.00 | 4,597,639 | 2.82 | 2,505,186 | 0.85 | 2.06 | |||||||||||||||||
1.01-1.50 | 5,170,365 | 2.87 | 4,864,061 | 1.38 | 2.88 | |||||||||||||||||
1.51-2.00 | 1,013,500 | 2.30 | 1,013,500 | 1.71 | 2.30 | |||||||||||||||||
2.01-2.50 | 102,222 | 2.73 | 102,222 | 2.11 | 2.73 | |||||||||||||||||
2.51-4.80 | 40,000 | 3.59 | 40,000 | 4.00 | 3.59 | |||||||||||||||||
11,158,726 | 2.75 | 8,759,969 | $ | 1.24 | 2.52 |
December
31,
|
2007
|
2006
|
||||||
Computer
and office equipment
|
$ | 642,079 | $ | 452,481 | ||||
Less
accumulated depreciation
|
(263,778 | ) | (226,535 | ) | ||||
$ | 378,301 | $ | 225,946 |
Year
Ended December 31,
|
||||
2008
|
$ | 170,161 | ||
2009
|
194,442 | |||
2010
|
194,442 | |||
2011
|
156,247 | |||
2012
|
145,687 | |||
Thereafter
|
24,281 | |||
Total
minimum lease payments
|
885,260 | |||
Amount
representing interest
|
155,570 | |||
Present
value of minimum lease payments
|
729,690 | |||
Total
obligation
|
729,690 | |||
Less
current portion
|
(137,410 | ) | ||
Long-term
portion
|
$ | 592,280 |
Other
Accrued Liabilities - December 31,
|
2007
|
2006
|
||||||
Warranty
accrual
|
$ | 505,984 | $ | 76,000 | ||||
Customer
deposits and other accruals
|
348,054 | 108,080 | ||||||
Provision
for anticipated loss
|
315,544 | 719,125 | ||||||
Legal,
royalty and customer accuals
|
125,664 | 316,231 | ||||||
Employee
accruals
|
125,000 | 145,847 | ||||||
Dividend
(Series D-1 preferred stock)
|
76,475 | 111,188 | ||||||
Dividend
(Series C preferred stock)
|
42,899 | 42,898 | ||||||
Deferred
rent
|
37,483 | - | ||||||
Property
and income tax accruals
|
30,993 | 30,730 | ||||||
Employee
Stock Purchase Plan
|
24,672 | 52,462 | ||||||
Total
other accrued liabilities
|
$ | 1,632,768 | $ | 1,602,561 |
Long
Term Other Accrued Liabilities - December
31,
|
2007
|
2006
|
||||||
Long
term portion of deferred rent
|
$ | 643,168 | $ | 160,782 |
December
31,
|
2007
|
2006
|
||||||
Deferred
Gain
|
$ | 1,172,720 | $ | 1,172,720 | ||||
Less
Amortization to date
|
(576,587 | ) | (459,315 | ) | ||||
$ | 596,133 | $ | 713,405 |
Building
Leases - Year Ending December 31,
|
||||
2008
|
$ | 1,319,121 | ||
2009
|
1,309,071 | |||
2010
|
1,370,827 | |||
2011
|
1,421,777 | |||
2012
|
1,402,186 | |||
Thereafter
|
3,593,805 | |||
Total
minimum lease payments
|
$ | 10,416,787 |
For
the Twelve Months Ended
|
||||||||||||||||
December
31, 2006
|
||||||||||||||||
Consolidated
|
Pro
Forma Adjustments
|
Consolidated
Pro Forma
|
%
|
|||||||||||||
Net
Sales
|
$ | 34,397,113 | $ | (257,205 | ) | $ | 34,139,909 | 100.00 | % | |||||||
Cost
of Sales *
|
27,087,542 | (91,380 | ) | 26,996,162 | 79.08 | % | ||||||||||
Gross
Margin
|
7,309,572 | (165,825 | ) | $ | 7,143,747 | 20.92 | % | |||||||||
Operating
Expenses
|
||||||||||||||||
Marketing and sales expense
|
2,430,673 | (165,825 | ) | 2,264,848 | 6.63 | % | ||||||||||
Research and development
|
279,063 | - | 279,063 | 0.82 | % | |||||||||||
General and administrative
|
5,638,502 | - | 5,638,502 | 16.52 | % | |||||||||||
Total
Operating Expenses *
|
8,348,238 | (165,825 | ) | 8,182,413 | 23.97 | % | ||||||||||
Income/(Loss)
from Operations
|
(1,038,666 | ) | - | (1,038,666 | ) | -3.04 | % | |||||||||
Non-Operating
Income/(Expense)
|
||||||||||||||||
Interest
income
|
111,668 | - | 111,668 | 0.33 | % | |||||||||||
Interest
expense
|
(88,196 | ) | - | (88,196 | ) | -0.26 | % | |||||||||
Non-cash interest expense
|
(114,600 | ) | - | (114,600 | ) | -0.34 | % | |||||||||
Gain on Building Sale
|
117,274 | - | 117,274 | 0.34 | % | |||||||||||
Total
Non-Operating Income/(Expense)
|
28,935 | - | 28,935 | 0.08 | % | |||||||||||
Income
(Loss) Before Income Taxes
|
(1,009,731 | ) | - | (1,009,731 | ) | -2.96 | % | |||||||||
Income tax provision
|
19,290 | - | 19,290 | 0.06 | % | |||||||||||
Net
Income (Loss)
|
$ | (1,029,021 | ) | $ | - | $ | (1,029,021 | ) | -3.01 | % | ||||||
Less:
Preferred Dividend Payments
|
(610,287 | ) | - | (610,287 | ) | |||||||||||
Adjusted
Net Income (Loss) for EPS Calculation
|
(1,639,308 | ) | - | (1,639,308 | ) | |||||||||||
Net
Income/(Loss) Per Share:
|
$ | (0.06 | ) | - | $ | (0.06 | ) | |||||||||
Weighted-Average
Shares Outstanding
|
28,666,059 | - | 28,666,059 | |||||||||||||
Fully
Diluted Net Income/(Loss) Per Share:
|
$ | (0.06 | ) | - | (0.06 | ) | ||||||||||
Fully Diluted Weighted-Average Shares Outstanding
|
28,666,059 | - | 28,666,059 | |||||||||||||
*
The following table shows how the Company's amortization expense of stock
options would be allocated to all expenses.
|
||||||||||||||||
Cost of Sales
|
$ | 24,339 | $ | - | $ | 24,339 | 0.07 | % | ||||||||
Marketing and sales
|
4,840 | - | 4,840 | 0.01 | % | |||||||||||
Research and development
|
- | - | - | 0.00 | % | |||||||||||
General and administrative
|
104,201 | - | 104,201 | 0.31 | % | |||||||||||
$ | 133,379 | $ | - | $ | 133,379 | 0.39 | % |
Name
|
Title
|
Date
|
/s/ Mark N.
Sirangelo
Mark
N. Sirangelo
|
Chief
Executive Officer (Principal Executive Officer) and Chairman of the Board
(Director)
|
April
14, 2008
|
/s/ Richard B.
Slansky
Richard
B. Slansky
|
President,
Chief Financial Officer (Principal Financial Officer, Principal Accounting
Officer), Director and Corporate Secretary
|
April
14, 2008
|
*
Scott
Tibbitts
|
Director
|
April
14, 2008
|
*
James
W. Benson
|
Director
|
April
14, 2008
|
*
Curt
Dean Blake
|
Director
|
April
14, 2008
|
*
Howell
M. Estes, III
|
Director
|
April
14, 2008
|
/s/ G. Scott
Hubbard
G.
Scott Hubbard
|
Director
|
April
14, 2008
|
*
Scott
McClendon
|
Director
|
April
14, 2008
|
Hans
Steininger
|
Director
|
April
14, 2008
|
*
Robert
S. Walker
|
Director
|
April
14, 2008
|
/s/ Richard B.
Slansky
|
* By
Richard B. Slansky, Attorney-in-Fact
|
April
14, 2008
|
Exhibit
No.
|
Description
|
Filed
Herewith
|
Incorporated
by Reference
|
Form
|
Date
Filed with SEC
|
Exhibit
No.
|
2.1
|
Agreement
and Plan of Merger and Reorganization dated as of October 24,
2005
|
X
|
8-K
|
Oct.
26, 2005
|
2.1
|
|
2.2
|
Amendment
No. 1 to the Agreement and Plan of Merger and Reorganization dated
December 7, 2005
|
X
|
8-K
|
Dec.
13, 2005
|
2.1
|
|
2.3
|
Amendment
No. 2 to the Agreement and Plan of Merger and Reorganization dated January
31, 2006
|
X
|
8-K
|
Feb.
6, 2006
|
2.3
|
|
2.4
|
Escrow
Agreement dated as January 31, 2006
|
X
|
8-K
|
Feb.
6, 2006
|
2.4
|
|
3.1
|
Certificate
of Incorporation dated June 19, 2007 – Delaware
|
X
|
8-K
|
Aug
24, 2007
|
3.1
|
|
3.2
|
Amended
and Restated Bylaws dated November 8, 2007 – Delaware
|
X
|
8-K
|
Nov.
9, 2007
|
3.1
|
|
3.3
|
Form
of Warrant issued to Laurus Master Fund August 25,
2004
|
X
|
8-K
|
Aug.
30, 2004
|
4.2
|
|
4.1
|
Form
of Common Stock Certificate
|
X
|
POS-AM
|
Nov.
14, 2007
|
4.1
|
|
4.2
|
Laurus
Secured Revolving Note dated as of September 29, 2006
|
X
|
8-K/A
|
Oct.
10, 2006
|
99.1
|
|
5.1
|
Opinion
of Law Offices of Gretchen Cowen, APC regarding
legality
|
X
|
POS
AM
|
May
2, 2005
|
5.1
|
|
5.2
|
Opinion
of Heller Ehrman LLP regarding legality
|
X
|
POS
AM
|
Nov.
14, 2007
|
5.2
|
|
10.1
|
Sublease
between Gateway and SpaceDev dated March 31, 2005
|
X
|
8-K
|
April
15, 2005
|
10.1
|
|
10.2
|
AFRL
Contract with SpaceDev dated as of August 23, 2004
|
X
|
8-K
|
Sept.
1, 2004
|
10.1
|
|
10.3
|
AFRL
Statement of Work dated August 23, 2004*
|
X
|
8-K
|
Sept.
1, 2004
|
10.2
|
|
10.4
|
AFRL
SBIR "mini-mo" Contract extension with SpaceDev dated August 20,
2004*
|
X
|
10-QSB
|
Nov.
15, 2004
|
10.1
|
|
10.5
|
AFRL
SBIR Small Satellite Bus Contract with SpaceDev dated September 28,
2004
|
X
|
10-QSB
|
Nov.
15, 2004
|
10.2
|
|
10.6
|
AFRL
SBIR Phase II Small Launch Vehicle Contract with SpaceDev dated September
29, 2004
|
X
|
10-QSB
|
Nov.
15, 2004
|
10.3
|
|
10.7
|
MDA
Second Task Order with SpaceDev dated October 20,
2004*
|
X
|
10-QSB
|
Nov.
15, 2004
|
10.4
|
|
10.8
|
Modification to
Small Shuttle Compatible Propulsion Module contract with AFRL dated July
7, 2004
|
X
|
10-QSB
|
Aug.
9, 2004
|
10.2
|
|
10.9
|
Missile
Defense Agency Contract with SpaceDev dated March 31,
2004
|
X
|
10-KSB
|
April
6, 2004
|
10.40
|
|
10.10
|
First
Task Order Under Missile Defense Agency Contract with SpaceDev dated April
1, 2004
|
X
|
10-KSB
|
April
6, 2004
|
10.43
|
|
10.11
|
Common
Stock Purchase Warrant issued June 3, 2003 by SpaceDev to
Laurus Master Fund, Ltd.
|
X
|
8-K
|
June
18, 2003
|
10.3
|
|
10.12
|
Agreement
of License and Purchase of Technology between SpaceDev and AMROC dated
August 1998
|
X
|
10-SB
|
Jan.
18, 2000
|
6.4
|
|
10.13
|
1999
Stock Option Plan #
|
X
|
SB-2
|
July
25, 2003
|
4.8
|
|
10.14
|
First
Amendment to 1999 Stock Option Plan #
|
X
|
SB-2
|
July
25, 2003
|
4.14
|
|
10.15
|
1999
Employee Stock Purchase Plan #
|
X
|
10-SB
|
Jan.
18, 2000
|
6.7
|
|
10.16
|
2004
Equity Incentive Plan #
|
X
|
S-8
|
Mar.
29, 2005
|
99.1
|
|
10.17
|
First
Amendment to 1999 Employee Stock Purchase Plan #
|
X
|
10-KSB
|
Mar.
28,2006
|
10.39
|
|
10.18
|
Executive
Employment Agreement between SpaceDev, Inc. and Mark Sirangelo dated
December 20, 2005 #
|
X
|
8-K
|
Dec.
23, 2005
|
10.1
|
|
10.19
|
Amended
and Restated Executive Employment Agreement between SpaceDev,
Inc., and Richard B. Slansky dated December 20, 2005
#
|
X
|
8-K
|
Dec.
23, 2005
|
10.2
|
|
10.20
|
Non-Plan
Stock Option Agreement with Mark N. Sirangelo dated December 20, 2005
#
|
X
|
8-K
|
Dec.
23, 2005
|
10.4
|
|
10.21
|
Non-Plan
Stock Option Agreement with Richard B. Slansky dated December 20, 2005
#
|
X
|
8-K
|
Dec.
23, 2005
|
10.5
|
|
10.21
|
Falcon
Launch Services Agreement with Space Exploration Technologies Corporation
dated November 15, 2005 *
|
X
|
8-K/A
|
Dec.
22, 2005
|
10.1
|
|
10.22
|
Securities
Purchase Agreement dated January 12, 2006 (Laurus)
|
X
|
8-K
|
Jan.
17, 2006
|
99.1
|
|
10.23
|
Registration
Rights Agreement dated January 12, 2006 (Laurus)
|
X
|
8-K
|
Jan.
17, 2006
|
99.2
|
|
10.24
|
Form
of Preferred Stock Warrant (Laurus)
|
X
|
8-K
|
Jan.
17, 2006
|
99.3
|
|
10.25
|
Form
of Common Stock Warrant (Laurus)
|
X
|
8-K
|
Jan.
17, 2006
|
99.4
|
|
10.26
|
Executive
Employment Agreement with Scott Tibbitts dated January 31, 2006
#
|
X
|
8-K
|
Feb.
6, 2006
|
99.1
|
|
10.27
|
Non-Competition
Agreement with Scott Tibbitts dated January 31, 2006 #
|
X
|
8-K
|
Feb.
6, 2006
|
99.3
|
|
10.28
|
Amendment
No. 2 to the SpaceDev 2004 Equity Incentive Plan #
|
X
|
8-K
|
Feb.
6, 2006
|
99.5
|
|
10.29
|
Security
Agreement dated as of September 29, 2006
|
X
|
8-K/A
|
Oct.
10, 2006
|
99.2
|
|
10.30
|
Agreement
and Plan of Merger SpaceDev Colorado and SpaceDev
Delaware
|
X
|
8-K
|
Aug.
24, 2007
|
10.1
|
|
10.31
|
Stock
Purchase Agreement with OHB Technology AG and MT Aerospace AG dated
September 14, 2007
|
X
|
8-K
|
Sept.
19, 2007
|
99.1
|
|
10.32
|
Stockholder
Agreement with OHB Technology AG and MT Aerospace AG dated September 14,
2007
|
X
|
8-K
|
Sept.
19, 2007
|
99.2
|
|
10.33
|
Stock
Purchase Agreement with Loeb Partners Corporation dated December 4,
2007
|
X
|
8-K
|
Dec.
10, 2007
|
99.1
|
|
10.34
|
Stockholder
Agreement with Loeb Partners Corporation dated December 4,
2007
|
X
|
8-K
|
Dec.
10, 2007
|
99.2
|
|
10.35
|
Stock
Purchase Agreement with OHB Technology AG and MT Aerospace AG dated
December 19, 2007
|
X
|
8-K
|
Dec.
21, 2007
|
99.1
|
|
10.36
|
Amended
Stockholder Agreement with OHB Technology AG and MT Aerospace AG dated
December 19, 2007
|
X
|
8-K
|
Dec.
21, 2007
|
99.2
|
|
14.1
|
Code
of Ethics
|
X
|
10-KSB
|
Mar.
28, 2003
|
10.15
|
|
21.1
|
List
of Subsidiaries
|
X
|
10-KSB
|
Mar.
28, 2008
|
21.1
|
|
23.1
|
Consent
of PKF
|
X
|
||||
23.2
|
Consent
of Heller Ehrman LLP [see Exhibit 5.2 above]
|
X
|
POS
AM
|
Nov.
14, 2007
|
5.2
|