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 30, 2006 (JANUARY 30,
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))
PAGE
ITEM 8.01. OTHER EVENTS.
On January 30, 2006, SpaceDev filed a joint proxy statement/prospectus
supplement no. 2, which we refer to as supplement no. 2, updating and
supplementing our joint proxy statement/prospectus dated December 29, 2005 and
our joint proxy statement, prospectus supplement no. 1 dated January 23, 2006,
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 Starsys to
advise them of an increase in the working capital adjustment that would decrease
the consideration we expect Starsys shareholders to receive if the merger is
approved and consummated.
Among other things, supplement no.2 includes a supplemental discussion of
the amount of consideration to be received by the Starsys shareholders in the
merger, which will be decreased by a working capital adjustment of approximately
$2,100,000 rather than the approximate $1,100,000 working capital adjustment
described in the joint proxy statement/prospectus, based on the balance sheet of
Starsys at January 26, 2006. A complete copy of supplement no. 2 is filed as
exhibit 99.1 hereto. The summaries of the transactions and the information
included in supplement no. 2 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. 2 filed January 30, 2006 to
the Joint Proxy Statement/Prospectus filed on December 29, 2005
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 30, 2006 By: /s/ RICHARD B. SLANSKY
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Richard B. Slansky
President & Chief Financial Officer