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
Date of Report (Date of Earliest Event Reported): JANUARY 25, 2006 (JANUARY 23,
2006)
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SPACEDEV, INC.
(Exact Name of Registrant as Specified in Charter)
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COLORADO 000-28947 84-1374613
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
13855 STOWE DRIVE, POWAY, CALIFORNIA 92064
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (858) 375-2030
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS.
On January 23, 2006, SpaceDev filed a joint proxy statement/prospectus
supplement no. 1, which we refer to as supplement no. 1, updating and
supplementing our joint proxy statement/prospectus dated December 29, 2005,
which forms part of our registration statement on Form S-4 (Registration File
No. 333-130244). The joint proxy statement/prospectus relates to the special
meetings of the shareholders of SpaceDev, Inc. and Starsys Research Corporation
and the proposed merger of Starsys with and into a wholly-owned subsidiary of
SpaceDev, including the issuance of shares of SpaceDev common stock to Starsys
shareholders pursuant to the related agreement and plan of merger and
reorganization. This supplement is being sent to shareholders of SpaceDev and
Starsys to advise them of the financing that SpaceDev recently consummated and
to update the description of appraisal rights under California law.
Among other things, supplement no.1 includes a supplemental discussion of
risk factors related to the proposed merger referred to in the preceding
paragraph, describes a significant financing recently completed by SpaceDev,
discusses the rights of purchasers of SpaceDev securities in that financing
(including a description of the new Series D Preferred Stock Certificates of
Designation), and updates information about dissenters' appraisal rights with
respect to the proposed merger. A complete copy of supplement no. 1 is filed as
exhibit 99.1 hereto. The summaries of the transactions and the information
included in supplement no. 1 set forth above do not purport to be complete and
are qualified in their entirety by reference to this exhibit, which should be
reviewed carefully.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Joint Proxy Statement/Prospectus Supplement No. 1 filed January 23, 2006 to
the Joint Proxy Statement/Prospectus filed on December 29, 2005
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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: January 25, 2006 By: /s/ RICHARD B. SLANSKY
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Richard B. Slansky
President & Chief Financial Officer
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