COLORADO
|
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
|
20
|
USE
OF PROCEEDS
|
20
|
ACQUISITION
OF SECURITIES BY SELLING SHAREHOLDERS
|
20
|
SELLING
SHAREHOLDERS
|
22
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
28
|
INFORMATION
REGARDING BUSINESS OF SPACEDEV
|
42
|
MANAGEMENT
|
60
|
DESCRIPTION
OF SECURITIES
|
70
|
LEGAL
MATTERS
|
77
|
EXPERTS
|
77
|
WHERE
YOU CAN FIND MORE INFORMATION
|
77
|
CONSOLIDATED
FINANCIAL STATEMENTS
|
F-1
|
· |
2,032,520
shares of common stock were 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;
|
· |
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 exercise
price of
$1.51 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.
|
· |
failure
to successfully manage relationships with customers and other important
relationships;
|
· |
failure
of customers to accept new services or to continue using the products
and
services of the combined company;
|
· |
difficulties
in successfully integrating the management teams and employees
of the two
companies;
|
· |
potential
incompatibility of business cultures;
|
· |
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
unsuccessful integration of the two companies;
|
· |
the
costs of or operational difficulties arising from the merger are
greater
than anticipated;
|
· |
the
combined financial results are not consistent with expectations;
|
· |
the
anticipated operating and product synergies of the merger are not
realized; or,
|
· |
the
fixed price development contracts acquired in the merger continue
to incur
major cost overruns or remains 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 product 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 net sales;
|
· |
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 products to successfully launch or operate;
|
· |
the
uncertain market for our technology and products;
|
· |
the
availability and cost of raw materials and components for our products;
and,
|
· |
the
potential loss of or inability to hire key personnel.
|
· |
designing,
constructing, integrating, or testing the small satellite, components,
or
related ground systems;
|
· |
delays
in receiving the license(s) necessary to operate the small satellite
system(s);
|
· |
delays
in obtaining our customer's payload;
|
· |
delays
related to the launch vehicle;
|
· |
weather;
and,
|
· |
other
events beyond our control.
|
· |
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 shareholder 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;
|
· |
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;
|
· |
changes
in market valuations of similar companies and of stocks
generally;
|
· |
volume
fluctuations generally including, but not limited to, resales
by former
Starsys stockholders or by Laurus Master Fund;
and,
|
· |
other
factors listed above in "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.
|
· |
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 will expire 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.
|
Maximum
Shares Offered Hereby
|
||||||||||||||||||||||
Number
|
||||||||||||||||||||||
12,140,280
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Name
Of
|
|
|
|
|||||||||||||||||||
Selling
|
Maximum
Shares Offered Hereby |
Total
Shares of Common Stock Beneficially Owned Before
Offering(1)
|
Total
Shares of Common Stock Beneficially Owned After
Offering |
|||||||||||||||||||
Shareholder
|
Number
|
Number
|
Percentage
|
Number
|
Percentage
|
|||||||||||||||||
Laurus
Master Fund, Ltd.
|
(2
|
)
|
7,920,868
|
3,152,749
|
9.62
|
%
|
*
|
1,875,000
|
4.99
|
%
|
||||||||||||
Omicron
Master Trust
|
(3
|
)
|
195,774
|
227,398
|
0.76
|
%
|
-
|
0.00
|
%
|
|||||||||||||
Portside
Growth & Oppr. Fund
|
(4
|
)
|
1,085,436
|
646,901
|
2.14
|
%
|
-
|
0.00
|
%
|
|||||||||||||
Rockmore
Invest. Master Fund
|
(5
|
)
|
594,083
|
369,788
|
1.23
|
%
|
-
|
0.00
|
%
|
|||||||||||||
The
Tail Wind Fund, Ltd.
|
(6
|
)
|
1,125,177
|
746,453
|
2.46
|
%
|
-
|
0.00
|
%
|
|||||||||||||
Bristol
Investment Fund Ltd.
|
(7
|
)
|
750,119
|
497,636
|
1.65
|
%
|
-
|
0.00
|
%
|
|||||||||||||
Nite
Capital, LP
|
(8
|
)
|
468,823
|
311,022
|
1.04
|
%
|
-
|
0.00
|
%
|
|||||||||||||
12,140,280
|
5,951,947
|
1,875,000
|
·
|
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 shareholders 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
Ended
|
Quarterly
High
|
Quarterly
Low
|
|
3/31/2005
|
$1.87
|
$1.56
|
|
6/30/2005
|
$1.70
|
$1.52
|
|
9/30/2005
|
$1.67
|
$1.44
|
|
12/31/2005
|
$1.62
|
$1.37
|
|
3/31/2006
|
$1.50
|
$1.11
|
|
6/30/2006
|
$1.35
|
$1.25
|
|
9/30/2006
|
$1.33
|
$0.97
|
|
12/31/2006
|
$1.14
|
$0.69
|
|
3/31/2007
|
$1.01
|
$0.68
|
· |
General
and administrative expenses increased from approximately $1.1
million, or
12.0% of net sales, for the year ended December 31, 2005 to approximately
$5.3 million, or 16.3%, for the year ended December 31, 2006. This
increase is attributed mainly to the acquisition of Starsys’ general and
administrative costs and the addition of our new chief executive
officer.
In addition to our new chief executive officer, we maintained
two
presidents and other key management personnel, whose expenses
were charged
to general and administrative expense. The method of allocation in
2006 was different at Starsys, which also resulted in higher
general and
administrative costs, e.g., certain functions that we historically
charged
(at least partially) to cost of sales, like quality assurance
and process
and systems, was charged entirely to general and administrative
expense at
Starsys and consolidated accordingly. In 2007, we will be altering
the allocation method to be consistent companywide. We have created
a corporate business management group and we expect to recognize
some cost
saving and efficiencies as the companies consolidate and eliminate
redundancies in certain general and administrative functions.
We expect to
incur approximately $500,000 of expense in 2007 related to the
relocation
of our Colorado and North Carolina
facilities.
|
· |
Research
and development expenses increased to approximately $284,000,
or 0.9% of
net sales, for the year ended December 31, 2006, from approximately
$32,000, or 0.4% of net sales, during the same period in 2005. The
total dollar value increased by approximately $252,000, mainly
due to the
creation of the chief technology officer position at the end
of 2005 and
an investment in certain new technologies. With the addition of our
new chief executive officer in December 2005, James W. Benson
(formerly
our chief executive officer) became our chief technology officer
for
three-quarters of 2006, with his expenses being charged to research
and
development. Mr. Benson resigned at the end of September 2006 to
found Benson Space Company but remained our consultant at a rate
equivalent to his salary for the remainder of 2006, which costs
were
charged to general and administrative expenses. We have not refilled
the chief technology officer position. Most of Mr. Benson’s expenses
in 2005 were charged to marketing and sales, not research and
development
or general and administrative expense. Most
of our scientific work is performed under contracts and therefore
is
accounted for as costs of sales, rather than as research and
development
expense.
|
· |
Marketing
and sales expenses increased to approximately $2.2 million, or
6.8% of net
sales, for the year ended December 31, 2006, from approximately
$674,000,
or 7.5% of net sales, during the same period in 2005. The total
dollar
increase of approximately $1.5 million was mainly due to costs
related to
bidding a number of proposals, including approximately $800,000
for our
NASA COTS proposal during 2006, as well as absorbing a larger
marketing
and sales organization as part of the merger with Starsys. Unfortunately,
we did not win the COTS contract. With the addition of our new
chief
executive officer in December 2005, James Benson (formerly our
chief
executive officer) became our chief technology officer with most
of his
2006 expenses being charged to research and development. Most
of Mr.
Benson’s expenses in 2005 were charged to marketing and sales.
|
· |
Our
stock option expense is based on a calculation using the minimum
value
method as prescribed by SFAS 123(R), otherwise known as the Black-Scholes
method. Under this method, we used a risk-free interest rate
at the date
of grant, an expected volatility, an expected dividend yield,
and an
expected life of the options to determine the fair value of options
granted. The risk-free interest rate was estimated at 4.0%, expected
volatility ranged from 86.7% to 90.8% at the time all options
were
granted, the dividend yield was assumed to be zero, and the expected
life
of the options was assumed to be three years based on the average
vesting
period of options granted. The total expense for the year ended
December
31, 2006 was approximately $133,000 as compared to no expense
during the
same period in 2005, as we adopted SFAS 123(R) on January 1,
2006. All of
the 2006 option expenses relate to options actually granted in
2006, as we
fully vested all outstanding options in December 2005. To minimize
SFAS
123(R) stock option expense, we have reduced the number of stock
options
we would otherwise be granting.
|
· |
We
expensed approximately $66,000 and $3,000 in interest for the
years ended
December 31, 2006 and 2005, respectively. The increase was due
to
borrowing under our new revolving credit facility that we entered
into on
September 29, 2006. We will continue to pay interest expense
on certain
capital leases and the revolving credit facility in
2007.
|
· |
We
recognized approximately $83,000 and $106,000 in interest income
in 2006
and 2005, respectively. The decrease was due to our use of cash
in our
acquisition of Starsys in January 2006; thereby, creating lower
cash
balances.
|
· |
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, 2006 and 2005, and we will continue to amortize the remaining
deferred
gain of approximately $713,000 into non-operating income over
the
remainder of the lease of the building, which is scheduled to
expire in
2013.
|
· |
We
recorded loan fees related to our revolving credit facility of
approximately $115,000 and $29,000 for the years ended December
31, 2006
and 2005, respectively. The increase in expense was due to the
issuance of
310,009 shares of our common stock, valued at $350,000, to Laurus
in
September 2006 under the terms of the new revolving credit facility;
we
are amortizing this expense over the life of the credit facility.
We will
continue to expense the remaining $235,000 through September
2007. If the
facility is still in place then, we must issue another $200,000
of shares
to Laurus.
|
For
the twelve months ended
|
December
31, 2006
|
December
31, 2005
|
December
31, 2004
|
|||||||
|
(Audited |
)
|
(Audited
|
)
|
(Audited
|
)
|
||||
Net
Income (Loss)
|
$
|
(952,372
|
)
|
$
|
501,264
|
$
|
(3,027,054
|
)
|
||
Interest
Income
|
(83,362
|
)
|
(105,840
|
)
|
(19,497
|
)
|
||||
Cash
Interest Expense
|
65,713
|
2,873
|
52,077
|
|||||||
Non-Cash
Interest Expense
|
114,600
|
28,875
|
3,254,430
|
|||||||
Gain
on Building Sale
|
(117,274
|
)
|
(117,272
|
)
|
(117,272
|
)
|
||||
Stock
Option Expense
|
133,380
|
0
|
0
|
|||||||
Provision
for income taxes
|
19,290
|
1,600
|
1,600
|
|||||||
Depreciation
and Amortization
|
982,860
|
191,924
|
83,531
|
|||||||
EBITDA
*
|
$
|
162,835
|
$
|
503,424
|
$
|
227,815
|
SpaceDev,
Inc. and
Subsidiaries
|
|||||||||||||
Non-
GAAP Consolidated Statements of Operations - Supplemental
Schedule
|
|||||||||||||
Years
Ended December 31,
|
2006
|
|
2005
|
|
|||||||||
GAAP
Operating Income/(Loss)
|
$
|
(953,405
|
)
|
-2.93
|
%
|
$
|
311,500
|
3.46
|
%
|
||||
FAS
123(R) stock -based compensation
|
133,379
|
0.58
|
%
|
-
|
0.00
|
%
|
|||||||
Non-GAAP
Operating Income/(Loss)
|
(820,026
|
)
|
-2.52
|
%
|
311,500
|
3.46
|
%
|
||||||
Non-Operating
Income/(Expense)
|
|||||||||||||
Interest
income
|
83,362
|
0.26
|
%
|
105,840
|
1.18
|
%
|
|||||||
Interest
expense
|
(65,713
|
)
|
-0.20
|
%
|
(2,873
|
)
|
-0.03
|
%
|
|||||
Gain
on building sale
|
117,274
|
0.36
|
%
|
117,272
|
1.30
|
%
|
|||||||
Non-Cash
loan fee
|
(114,600
|
)
|
-0.35
|
%
|
(28,875
|
)
|
-0.32
|
%
|
|||||
Total
Non-Operating Income
|
20,323
|
0.06
|
%
|
191,364
|
2.13
|
%
|
|||||||
Non-GAAP
Net Income/(Loss) Before Taxes
|
$
|
(799,703
|
)
|
-3.51
|
%
|
$
|
502,864
|
8.46
|
%
|
||||
Income
tax provision
|
19,290
|
0.06
|
%
|
1,600
|
0.02
|
%
|
|||||||
Non-GAAP
Net Income/(Loss)
|
$
|
(818,993
|
)
|
-3.59
|
%
|
$
|
501,264
|
8.44
|
%
|
||||
Non-GAAP
Net Income/(Loss)
|
(818,993
|
)
|
501,264
|
||||||||||
Less
Preferred Dividend Payments
|
(610,287
|
)
|
(170,956
|
)
|
|||||||||
Adjusted
Net Income/(Loss) for EPS Calculation
|
(1,429,280
|
)
|
330,308
|
||||||||||
Non-GAAP
Net Income/(Loss) Per Share
|
$
|
(0.05
|
)
|
$
|
0.01
|
||||||||
Weighted-Average
Shares Outstanding
|
28,666,059
|
22,270,997
|
|||||||||||
Fully
Diluted Non-GAAP Net Income/(Loss) Per Share:
|
$
|
(0.05
|
)
|
$
|
0.01
|
||||||||
Fully
Diluted Weighted-Average Shares Outstanding
|
28,666,059
|
29,631,118
|
· |
Small
Spacecraft.
Sophisticated small, micro- and nano- satellites for remote sensing,
military, scientific and commercial missions, and space-related
technical
support services.
|
· |
Propulsion
Products and Services.
We are in the process of developing hybrid rocket-based launch
vehicles,
orbital maneuvering and orbital transfer vehicles as well as
safe
sub-orbital and orbital hybrid rocket-based propulsion systems.
We are
also developing commercial hybrid rocket motors for possible
use in small
launch vehicles, targets and sounding rockets, and small high
performance
space vehicles and subsystems. Our non-explosive hybrid rocket
motors use
synthetic rubber as the fuel, and nitrous oxide for the oxidizer
to make
the rubber burn. Traditional rocket motors use two liquids, or
a solid
propellant that combines the fuel and oxidizer, but both types
of rocket
motors are explosive, and all solid motors produce copious quantities
of
toxic exhaust. Our hybrid rocket motors are non-toxic and do
not detonate
like solid or liquid rocket motors.
|
· |
Space
Components and Mechanisms.
We manufacture a wide range of products that include high output
paraffin
actuators, hinges, battery bypass switches, bi-axis gimbals,
flat plate
gimbals, solar array pointing mechanisms, restraint devices,
thermal
switches, thermal louvers, and cover systems. These products
are sold both
as "off-the-shelf" catalog products, which represent previously
qualified
devices with spaceflight history, and as custom systems that
are developed
for specific applications. Our products are typically sold directly
to
spacecraft manufacturers.
|
· |
Structures.
We
design and manufacture deployable space structures and other
structural
subsystems for spacecraft, which may or may not incorporate our
cover
systems or other components and
mechanisms.
|
· |
a
family of small versatile orbital Maneuver and orbit Transfer Vehicles
using clean, safe hybrid rocket propulsion technology;
and
|
· |
a
protoflight hybrid propulsion module for a 50-kg class
microsatellite.
|
· |
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;
|
· |
Apply
our low cost space products to new applications and to create new
users,
new markets and new revenue
streams;
|
· |
Join
or establish a team to build a safe, affordable sub-orbital, passenger
space plane to help initiate the space tourism business;
and,
|
· |
Establish
a team to build a safe, affordable orbital passenger vehicle as
a
potential shuttle replacement.
|
· |
Enables
small-space customers to contract for end-to-end mission solutions,
reducing the need for, and complexity of finding, other contractors
for
different project tasks;
|
· |
Decreases
schedule time and lowers total project costs, thereby providing
greater
value and increases return on investment for us and our customers;
and,
|
· |
Tends
to create barriers to entry by, and competition from,
competitors.
|
· |
Small
Spacecraft
-
Small Satellites, Microsatellites & Nanosatellites, Spacecraft Buses,
and Maneuvering and Orbital Transfer Vehicles.
|
Ø |
Microsatellites
and Nanosatellites - The primary benefit of small, micro, and nano
satellites is lower cost and weight. Since we can dramatically
reduce
manufacturing costs and the costs to launch the satellites to earth-orbit
and deep space, we can pass those cost savings on to our customers.
Small,
inexpensive satellites were once the exclusive domain of scientific
and
amateur groups; however, smaller satellites are now a viable alternative
to larger, more expensive ones, as they provide cost-effective
solutions
to traditional problems. We design and build low cost, high-performance
space-mission solutions involving microsatellites (generally less
than 100
kg) and even smaller satellites (less than 50 kg). Our approach
is to seek
to participate in a growth market by providing smaller spacecraft
and
compatible low cost, safe hybrid propulsion space systems to commercial,
government, and potentially international customers.
|
Ø |
Spacecraft
buses - We
have a qualified microsatellite bus available to sell as a standard,
fixed-price product to government and commercial customers needing
an
affordable satellite for small payloads. We began developing this
product
in 1999 when we were selected as the mission designer, spacecraft
bus
provider, integrator and mission operator of the University of
California
at Berkeley Space Sciences Laboratory's Cosmic Hot Interstellar
Plasma
Spectrometer ("CHIPS") mission. CHIPSat was launched on January 12,
2003. The satellite achieved 3-axis stabilization with all individual
components and systems successfully operating and continues to
work well
in orbit.
|
Ø |
Maneuvering
and orbital Transfer Vehicle - Our Maneuvering and orbital Transfer
Vehicle system is a family of small, affordable, elegantly simple,
throttleable, and restartable propulsion and integrated satellite
products. Our Maneuvering and orbital Transfer Vehicle can be used
as a
standard propulsion module to transport a customer's payload to
different
orbits. The Maneuvering and orbital Transfer Vehicle provides the
change
in velocity and maneuvering capabilities to support a wide variety
of
applications for on-orbit maneuvering, proximity operations, rendezvous,
inspection, docking, surveillance, protection, inclination changes
and
orbital transfers.
|
Ø |
Spacecraft
and Subsystem Design - We also provide reliable, affordable access
to
space through innovative solutions currently lacking in the marketplace.
Our approach is to provide smaller spacecraft - generally 250 kg
mass and
less - and compatible hybrid propulsion space systems to commercial,
university and government customers. The small spacecraft market
is
supported by the evolution and enabling of microelectronics, common
hardware & software interface standards, and smaller launch vehicles.
Reduction of the size and mass of traditional spacecraft electronics
has
reduced the overall spacecraft size, mass, and volume over the
past 10 to
15 years. For example, our miniature flight computer is only 24
cubic
inches and provides 300 million instructions per second of processing
power versus a competitor's more "traditional" solution that requires
about 63 cubic inches and only provides 10
MIPS.
|
Ø |
Mission
Control and Operations - Our mission control and operations center,
located in our headquarters building near San Diego, coupled with
our
mission control and operations package, is uniquely Internet-based
and
allows for the operation and control of missions from anywhere
in the
world that has access to the Internet. CHIPSat was the first U.S.
mission
to use end-to-end satellite operations with TCP/IP and FTP. While
this
concept has been analyzed and demonstrated by the NASA OMNI team,
CHIPSat
is the first to implement the concept as the only means of satellite
communication. A formation flying cluster or constellation of TCP/IP-based
microsatellites, similar to the cluster of microsats we are developing
for
the Missile Defense Agency, can be designed to communicate directly
with
each other, as in a wide area network in space. Provided any one
satellite/node in this network is in line-of-sight with any ground
station
at any given time, the entire constellation could always maintain
ground
station connectivity, thus creating a network on-orbit and on the
web, a
direct extension of CHIPSat's elegantly simple TCP/IP mission operations
architecture.
|
Ø |
Mission
Analysis and Design - We can provide end-to-end mission design
and
analysis, including the design of the mission and its science,
commerce or
technology demonstration goals, the design of an appropriate space
vehicle
(satellite or spacecraft), prototype development, construction
and testing
of the spacecraft, integration of one or more payloads (instruments,
experiments or technologies) into the spacecraft, integration of
the
spacecraft onto the launch vehicle (rocket), the launch and the
mission
control, and
|
· |
Propulsion
Products and Services
-
Hybrid Propulsion and Launch Vehicle
Systems.
|
Ø |
Microsatellite
& Nanosatellite Launches - Teaming
with launch providers, we propose to identify and market affordable
launch
opportunities for the small satellite market and provide customers
with a
complete on-orbit data delivery service that can also involve our
spacecraft and hybrid propulsion products. These innovative, low-cost,
turnkey launch solutions will allow us to provide one-stop shopping
for
launch services, spacecraft, payload accommodation, total flight
system
integration and test, and mission operations. The customer only
needs to
provide the payload, and we have the capacity to perform all the
tasks
required for the customer to get to orbit and to begin collecting
their
data.
|
Ø |
Hybrid
Rocket Propulsion and Launch Vehicle Systems - We provide a wide
variety
of safe, clean, simple, reliable, cost-effective hybrid propulsion
systems
to safely and inexpensively enable satellites and on-orbit delivery
systems to rendezvous and maneuver on-orbit and deliver payloads
to
sub-orbital altitudes. Hybrid rocket propulsion is a safe and low-cost
technology that has tremendous benefits for current and future
space
missions. Our hybrid rocket propulsion technology features a simple
design, is restartable, is throttleable and is easy to transport,
handle
and store.
|
Ø |
Hybrid
Orbital Vehicle (under development) - We have begun designing
a reuseable,
piloted, sub-orbital space ship that could be scaled to transport
passengers to and from Low Earth Orbit, including the International
Space
Station. The name of the vehicle is the SpaceDev Dream Chaser™. We signed
a non-binding Space Act Memorandum of Understanding with NASA
Ames
Research Center, which confirms our intention to explore novel,
hybrid
propulsion based hypersonic test beds for routine human space
access. We
will explore with NASA collaborative partnerships to investigate
the
potential of using our proven hybrid propulsion and other technologies,
and a low cost, private space program development approach to
establish
and design new piloted small launch vehicles and flight test
platforms to
enable near-term, low-cost routine space access for NASA and
the United
States. Unlike the more complex SpaceShipOne, for which SpaceDev
provided
critical proprietary hybrid rocket motor propulsion technologies
and
components, the SpaceDev Dream Chaser™ would be crewed and launch
vertically, like most launch vehicles, and would glide back for
a normal
horizontal runway landing. The sub-orbital SpaceDev Dream Chaser™ would
have an altitude goal of approximately 160 km (about 100 miles)
and would
be powered by a single, high performance hybrid rocket motor,
under
parallel development by us for the SpaceDev Streaker™, a family of small,
expendable launch vehicles, designed to affordably deliver small
satellites to Low Earth Orbit. The SpaceDev Dream Chaser™ motor would
produce approximately 100,000 pounds of thrust, about six times
the thrust
of the SpaceShipOne motor, but less than one-half the thrust
of the
250,000 pounds of thrust produced by hybrid rocket motors developed
several years ago by the American Rocket Company.
|
· |
Space
Components and Mechanisms
|
Ø |
Electromechanical
Components - We design and manufacture electromechanical components
(EMC)
for spacecraft applications. The EMCs are electromagnetic motors
coupled
to transmissions and sensors so as to provide the motive force
to
mechanical devices or systems for spacecraft applications. Applications
include pointing systems for antennas and solar arrays, pump
and fan
motors for life support and thermal control systems, drives for
planetary
rovers, robotic systems, deployment, and stowage of mechanical
structures
and general drive applications.
|
Ø |
Catalog
products - Motors and actuators are required on spacecraft to
move
instruments, point antennas and solar arrays, and deploy structural
elements. A significant cost of spacecraft actuators and motors
is the
non-recurring engineering required to design these devices for
a
particular application. By providing these devices as an off-the-shelf
catalog product, these non-recurring costs can be reduced or
eliminated,
providing a high value solution to the customer. We have a variety
of
actuators and motors that can be combined in various ways to
provide
actuators and motors for a variety of applications.
|
Ø |
Design
to Requirement - Although catalog products can sometimes provide
a high
value solution, custom design is often required to meet a particular
application. We have a suite of technologies that can be combined
to meet
a wide variety of spacecraft requirements. Motor technologies
include
brush motors, brushless motors, and stepper motors. Transmission
technologies include planetary gearboxes, harmonic gearboxes,
and hybrids.
We believe that our ability to integrate these technologies into
a single
actuator package is a unique capability in our
industry.
|
Ø |
Electromechanical
Systems - Electromechanical Systems are the spacecraft subsystems
that
incorporate Starsys' EMCs with control electronics, actuators,
sensors,
power transfer components, and structure. These systems provide
critical
spacecraft functions such as antenna pointing, solar array pointing,
instrument scanning, and telescope cover operation. Our unique
suite of
technological core competencies enable us to deliver these as
turn-key
systems. Areas of expertise relevant to this product area include
actuator
design, power transfer design, control electronics, and composite
structural design. Almost all of our electromechanical systems
are
designed to specific customer requirements, and are known for
being
technologically innovative. One example of this is our Quiet
Array Drive
microstepping drive system technology, which is used for both
antennae
pointing and solar array pointing. It provides high accuracy
pointing,
with low jitter, allowing antennas and solar arrays to be pointed
while
spacecraft imaging is occurring.
|
Ø |
At
times, our customers elect to build spacecraft mechanical subsystems
in-house. For these customers, we provide components and mechanisms
that
are then integrated by our customer into their mechanical subsystems.
These components provide a wide range of capabilities and include
hinges,
latches, release mechanisms, thermal switches, battery bypass
switches,
and thermal actuators. These products encompass a variety of
proprietary
technologies, and in some cases we are the only supplier of these
items.
Often these products have previously been designed and qualified
for
spacecraft, and therefore are purchased to a part number rather
than to a
specification. This allows these products to be manufactured
in larger
quantities.
|
· |
Structures
|
Ø |
The
ability of a spacecraft telescope or sensor to operate effectively
is
directly related to its size. The bigger the sensor, the better
it is able
to resolve what it is looking at. Since the size of a spacecraft
during
launch is limited by the diameter of the rocket, there is a need
for
spacecraft to deploy sensors to a larger size once in orbit.
We have
proprietary technology and know-how to design and manufacture
large
deployable structures for spacecraft to provide this capability.
These
structures are stowed within the confines of the launch vehicle
during
launch, and then deployed to their full size once the spacecraft
reaches
orbit. With compaction ratios that can exceed 100 to 1, a structure
as
long as a football field can be deployed from a spacecraft that
is 10 feet
in diameter. We develop systems that provide capabilities such
as
extremely high compaction ratios, the ability to both extend
and retract,
and the ability to locate sensors and instruments along the full
length of
the structure. We see this business as an important area for
growth as
continually larger systems are being fielded to look down at
the earth and
up at the stars. Our deployable structures technologies enable
these
systems.
|
Product
or Technology Area
|
Competitors
|
Our
Spacecraft Products and Services
|
AeroAstro
EADS
Astrium
Microsat
Systems
Spectrum
Astro
Surrey
Satellite Technology Limited
|
Our
Propulsion Products and Services
|
Cesaroni
Technology Incorporated
Various
Academic-based Organizations
|
Our
Motors and Actuators
|
Aeroflex
(a subsidiary of UMTC)
ATK
Satellite Systems
CDA
Astro
Moog
Inc.
MPC
Products Corporation
|
Our
Electromechanical Systems
|
Aeroflex
(a subsidiary of UMTC)
Alliance
ATK
Satellite Systems
Moog
Inc.
Prime
Contractor Internal Mechanisms
Swales
Aerospace
|
Our
Components and Mechanisms
|
G&H
Technologies
NEA
Planetary
Systems Inc.
TiNi
Aerospace
|
Our
Structures Business
|
ATK
Space Systems (formerly AEC Able
Engineering)
Harris
Corporation
NGST
Astro (formerly SPAR Astro
Aerospace)
|
Name
|
Age
|
Title
|
Mark
N. Sirangelo
|
46
|
Chairman
of the Board and Chief Executive Officer
|
Richard
B. Slansky
|
50
|
President,
Chief Financial Officer, Corporate Secretary and
Director
|
Scott
Tibbitts
|
49
|
Managing
Director and Director
|
James
W. Benson
|
62
|
Director
|
Curt
Dean Blake (1)
|
49
|
Director
|
General
Howell M. Estes, III (USAF Retired) (1)
|
65
|
Director
|
Wesley
T. Huntress (1)
|
64
|
Director
|
Scott
McClendon (1)
|
67
|
Director
|
Robert
S. Walker (1)
|
64
|
Director
|
(1) |
Denotes
Independent Director
|
Name
and principal position
|
Year
|
Salary
($
|
)
|
Bonus
($
|
)
|
Stock
awards ($
|
)
|
Option
awards ($
|
)
|
Non-equity
incentive plan compensation ($
|
)
|
Change
in pension value and non-qualified deferred compensation earnings
($
|
)
|
All
other compensation ($
|
)
|
Total
|
||||||||||||
Mark
N. Sirangelo
|
2006
|
292,730
|
25,000
|
-
|
-
|
-
|
-
|
-
|
$
|
317,730
|
||||||||||||||||||
Chief
Executive Officer
|
2005
|
1,038
|
-
|
354,050
|
1,391,305
|
-
|
-
|
-
|
1,746,394
|
|||||||||||||||||||
James
W. Benson (1)
|
2006
|
144,623
|
22,500
|
-
|
-
|
-
|
-
|
32,308
|
199,431
|
|||||||||||||||||||
Former
Chief Technology Officer
|
2005
|
180,000
|
2,587
|
-
|
805,492
|
-
|
-
|
1400
|
989,480
|
|||||||||||||||||||
Richard
B. Slansky
|
2006
|
195,877
|
25,000
|
-
|
-
|
-
|
-
|
101,458
|
322,335
|
|||||||||||||||||||
President
and Chief Financial Officer
|
2005
|
150,000
|
2,448
|
-
|
1,334,933
|
-
|
-
|
111,254
|
1,598,635
|
|||||||||||||||||||
Scott
Tibbitts
|
2006
|
140,871
|
100,000
|
-
|
-
|
-
|
-
|
2,374
|
243,245
|
|||||||||||||||||||
Managing
Director
|
2005
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Robert
Vacek (1)
|
2006
|
224,319
|
-
|
-
|
104,795
|
-
|
-
|
3,400
|
332,514
|
|||||||||||||||||||
Former
President, Starsys, Inc.
|
2005
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1) |
Mr.
Benson resigned as an officer on September 26, 2006 to found
Benson Space
Company. Mr. Vacek resigned on November 20, 2006, with an effective
departure date of December 15,
2006.
|
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
|
||||||||||
James
W. Benson (1)
|
1,100,000
|
-
|
-
|
1.40
|
12/20/2010
|
|||||||||||
500,000
|
-
|
-
|
1.00
|
1/18/2010
|
||||||||||||
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
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
Robert
Vacek (2)
|
125,000
|
-
|
700,000
|
1.46
|
3/15/2007
|
(1) |
Mr.
Benson resigned as an officer on September 26, 2006 to found
Benson Space
Company; however, he remained
a consultant to the Company.
|
(2) |
Mr.
Vacek resigned on November 20, 2006, with an effective departure
date of
December 15, 2006 and all options expired unexercised on March
15,
2007.
|
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)
|
19,385
|
-
|
-
|
-
|
-
|
-
|
19,385
|
Scott
Tibbitts
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Curt
Dean Blake
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
General
Howell M. Estes, III
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Wesley
T. Huntress
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Scott
McClendon
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Robert
S. Walker
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Susan
Benson (2)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Stuart
Schaffer (2)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1) |
Mr.
Benson resigned as Chairman
of the Board
on September 26, 2006 to found Benson Space Company; however,
he remained
a member of the Board of Directors of SpaceDev,
Inc.
|
(2) |
On
August 10, 2006,
Ms. Benson and Mr. Schaffer, who in connection with the reduction
of our
Board
Of Directors'
size from 11 to 9, agreed not to seek
re-election.
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership(1
|
)
|
Percent
of Ownership
|
|||||||
Mark
N. Sirangelo
|
2,142,500
|
(2
|
)
|
6.79
|
%
|
|||||
Richard
B. Slansky
|
2,237,886
|
(3
|
)
|
7.05
|
%
|
|||||
James
W. Benson
|
7,407,707
|
(4
|
)
|
23.72
|
%
|
|||||
Susan
C. Benson
|
7,675,907
|
(5
|
)
|
24.58
|
%
|
|||||
Scott
F. Tibbitts
|
845,501
|
2.85
|
%
|
|||||||
Wesley
T. Huntress Jr.
|
245,876
|
(6
|
)
|
0.82
|
%
|
|||||
Curt
Dean Blake
|
262,452
|
(7
|
)
|
0.88
|
%
|
|||||
General
Howell M. Estes, III
|
207,667
|
(8
|
)
|
0.70
|
%
|
|||||
Robert
S. Walker
|
159,813
|
(9
|
)
|
0.54
|
%
|
|||||
Scott
McClendon
|
230,460
|
(10
|
)
|
0.77
|
%
|
|||||
Officers
and Directors as a group (9 Persons)
|
13,739,862
|
(11
|
)
|
37.97
|
%
|
(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
April 10,
2007, 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
29,632,658on April 10, 2007.
|
(2) |
Represents
242,500 shares to which he has direct beneficial 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
2,690,000 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 2,620,294
shares held jointly with Susan C. Benson, as to which he shares
voting and
investing power with Ms. Benson, indirect beneficial ownership
interest in
497,413 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
1,600,000
shares (which may constitute as community property with Susan
C. Benson).
Excludes approximately 1.2 million shares held by children of
Mr. Benson,
for which Mr. Benson disclaims beneficial ownership.
|
(5) |
Represents
2,958,200 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 2,620,294
shares held jointly with James W. Benson, as to which she shares
voting
and investing power with Mr. Benson, indirect beneficial ownership
interest in 497,413 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 1,600,000 shares (which may constitute as community
property
with James W. Benson), but as to which she no longer has shared
voting and
investment power. Excludes approximately 1.2 million shares held
by
children of Ms. Benson, for which Ms. Benson disclaims beneficial
ownership.
|
(6) |
Includes
vested options to purchase up to an aggregate of 197,647 common
shares.
|
(7) |
Includes
vested options to purchase up to an aggregate of 195,000 common
shares.
|
(8) |
Includes
vested options to purchase up to an aggregate of 166,000 common
shares.
|
(9) |
Includes
vested options to purchase up to an aggregate of 140,000 common
shares.
|
(10) |
Includes
vested options to purchase up to an aggregate of 230,460 common
shares.
|
(11) |
Executive
officers and directors as a group include our nine Board members,
two of
whom are also executive officers.
|
· |
changing
the relative rights, preferences or limitations of the applicable
series
of Series D-1 Preferred Stock;
|
· |
authorizing
or issuing any securities that are pari passu or senior to the
applicable
series of Series D-1 Preferred Stock, other than other series of
Series D
Preferred Stock permitted by the financing
documents;
|
· |
amending
our articles of incorporation in a manner which adversely affects
the
rights of any holder of shares of Series D-1 Preferred Stock or
amending
our bylaws in a manner which materially and adversely affects any
rights
of any holder of shares of Series D-1 Preferred
Stock;
|
· |
increasing
of the authorized number of shares of the applicable series of
Series D-1
Preferred Stock;
|
· |
incurring
or guaranteeing any indebtedness by us or any of our subsidiaries,
other
than for specified permitted
indebtedness;
|
· |
creating
or suffering to exist any lien on our property or the property
of any of
its subsidiaries, other than for specified permitted
liens;
|
· |
designating
any class or series of capital stock having any rights or preferences
senior or pari passu with the Series D-1 Preferred Stock, other
than
additional series of Series D-1 Preferred
Stock;
|
· |
redeeming,
repurchasing or acquiring any shares of our common stock or equivalent
securities or junior securities;
|
· |
issuing
any variable-priced securities or entering into any variable-rate
transaction; or
|
· |
paying
dividends or other distributions on our shares of junior securities
or
common stock, other than ordinary dividends on pari passu securities
if no
dividends or other payments are past due on any series
of
|
· |
Series
D-1 Preferred Stock.
|
· |
We
have complied with specified obligations to holders of shares of
Series
D-1 Preferred Stock, including honoring all conversions and paying
all
amounts owed to holders;
|
· |
An
effective registration statement which the holders may use to resell
shares of SpaceDev common stock acquired pursuant to the financing
documents is available to the
holders;
|
· |
Our
common stock is trading on a public trading market (including the
OTC
Bulletin Board) and the shares of our common stock to be issued
pursuant
to the financing documents are listed for trading on that
market;
|
· |
No
triggering event (as described below) exists or is imminent;
|
· |
The
issuance of shares to the holder would not violate the beneficial
ownership limitations described
above;
|
· |
For
a period of 20 trading days prior to the date of determination,
the daily
average dollar volume for shares of our common stock on the trading
market
exceeds $100,000 per trading day and the volume weighted average
price of
our common stock for each of those trading days is at least $1.50
per
share (subject to adjustment); and,
|
· |
No
fundamental transaction or change in control transaction is pending
or
proposed.
|
· |
After
the issuance of shares of a new series of Series D Preferred Stock,
a
registration statement required by the registration rights agreement
to
cover the shares of common stock issuable on account of that series
does
not become effective within 120 days of the issue date of those
shares;
|
· |
Any
registration statement required to be effective under the registration
rights agreement is unavailable for more than 45 days during any
12-month
period, or a holder may not resell its securities under the registration
statement for 15 consecutive days or for more than 45 days during
any
12-month period, in either case subject to a 20-day increase for
delays
caused by an SEC review of our registration statement or periodic
reports;
|
· |
We
do not comply with its obligations promptly to achieve effectiveness
of
the initial registration statement under the registration rights
agreement;
|
· |
We
breach various obligations due to holders of Series D-1 Preferred
Stock,
including: failing to deliver share certificates upon conversion
on time;
failing to pay specified amounts owed on time; failing to reserve
sufficient shares of its common stock to issue upon the conversion
of
shares of Series D Preferred Stock; or redeeming junior
securities;
|
· |
the
occurrence of a change in control transaction affecting us, including
the
acquisition by a group of 33% of our voting securities;
|
· |
the
occurrence of various insolvency or bankruptcy events affecting
us or any
of our significant subsidiaries;
|
· |
the
failure of our common stock to be traded on a trading market for
more than
5 trading days (whether or not
consecutive).
|
· |
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
shareholders are only allowed to take actions by unanimous written
consent, other than actions taken at a duly noticed meeting of
shareholders;
|
· |
The
occurrence of a change of control transaction affecting us would
be a
triggering event under the Series D Certificates of Designations
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
|
San Diego, California | /s/ PKF |
March 28, 2007 | PKF |
Certified Public Accountants | |
A Professional Corporation |
SpaceDev,
Inc. and Subsidiaries
|
|||||||
|
|||||||
Consolidated
Balance Sheets
|
|||||||
|
|
|
|
|
|
|
|
December
31,
|
|
|
2006
|
|
|
2005
|
|
Assets
|
|
|
|
|
|
|
|
Current
Assets
|
|
|
|
|
|
|
|
Cash
and cash equivalents (Notes 1(o) and 9(a))
|
|
$
|
1,438,146
|
|
$
|
5,750,038
|
|
Accounts
receivable (Notes 1(d) and 9(b))
|
|
|
7,289,720
|
|
|
1,279,027
|
|
Inventory
(Note 1(q))
|
|
|
309,205
|
|
|
21,340
|
|
Other
current assets (Note 1(n))
|
|
|
599,565
|
|
|
-
|
|
Note
receivable (Note 10)
|
|
|
-
|
|
|
1,353,440
|
|
Total
Current Assets
|
|
|
9,636,636
|
|
|
8,403,845
|
|
Assets
-
Net (Notes 1(f) and 2)
|
|
|
3,793,365
|
|
|
1,073,773
|
|
Intangible
Assets (Notes 1(f) and 3)
|
|
|
841,133
|
|
|
-
|
|
Goodwill
(Notes 3)
|
|
|
11,233,665
|
|
|
-
|
|
Other
Assets (Note 1 (n))
|
|
|
626,086
|
|
|
1,531,031
|
|
Total
Assets
|
|
$
|
26,130,885
|
|
$
|
11,008,649
|
|
Liabilities
and Stockholders' Equity
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$
|
1,755,985
|
|
$
|
1,237,099
|
|
Current
portion of notes payable (Note 4(a))
|
|
|
-
|
|
|
9,457
|
|
Current
portion of capitalized lease obligations (Note 8(a))
|
|
|
35,441
|
|
|
1,469
|
|
Accrued
payroll, vacation and related taxes
|
|
|
1,184,457
|
|
|
290,914
|
|
Billings
in excess of costs and deferred revenue (Note 1(r))
|
|
|
2,816,072
|
|
|
153,440
|
|
Revolving
line of credit (Note 4(b))
|
|
|
805,172
|
|
|
-
|
|
Other
accrued liabilities (Note 1(e) and 8(b))
|
|
|
1,602,561
|
|
|
516,380
|
|
Total
Current Liabilities
|
|
|
8,199,688
|
|
|
2,208,759
|
|
Notes
Payable, Less Current Maturities
|
|
|
50,193
|
|
|
-
|
|
Capitalized
Lease Obligations, Less Current Maturities (Note 8(a))
|
|
|
136,709
|
|
|
-
|
|
Deferred
Gain - Assets held for sale (Notes 2 and 4)
|
|
|
713,405
|
|
|
830,677
|
|
Other
Long Term Liabilities
|
|
|
15,266
|
|
|
-
|
|
Total
Liabilities
|
|
|
9,115,261
|
|
|
3,039,436
|
|
Commitments
and Contingencies (Note 8)
|
|
|
|
|
|
|
|
Stockholders’
Equity (Note 7)
|
|
|
|
|
|
|
|
Convertible
preferred stock, $.001 par value, 10,000,000 shares
authorized,
|
|
|
|
|
|
|
|
and
252,963 and 248,460 shares issued and outstanding, respectively
|
|
|
|
|
|
|
|
Series
C Convertible Preferred Stock (Note 7(a))
|
|
|
248
|
|
|
248
|
|
Series
D-1 Convertible Preferred Stock (Note 7(b))
|
|
|
5
|
|
|
-
|
|
Common
stock, $.0001 par value; 100,000,000 shares authorized, and
|
|
|
|
|
|
|
|
29,550,342
and 24,606,275 shares issued and outstanding, respectively (Note
7(c))
|
|
|
2,953
|
|
|
2,460
|
|
Additional
paid-in capital
|
|
|
33,150,566
|
|
|
22,541,994
|
|
Accumulated
deficit
|
|
|
(16,138,148
|
)
|
|
(14,575,489
|
)
|
Total
Stockholders’ Equity
|
|
|
17,015,624
|
|
|
7,969,213
|
|
Total
Liabilities and Stockholders' Equity
|
|
$
|
26,130,885
|
|
$
|
11,008,649
|
|
SpaceDev,
Inc. and Subsidiaries
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Operations
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years
Ended December 31,
|
|
|
2006
|
|
|
|
|
|
2005
|
|
|
|
|
Net
Sales
|
|
$
|
32,555,570
|
|
|
100.0
|
%
|
$
|
9,005,011
|
|
|
100.0
|
%
|
Cost
of Sales*
|
|
|
25,720,581
|
|
|
79.0
|
%
|
|
6,905,902
|
|
|
76.7
|
%
|
Gross
Margin
|
|
|
6,834,989
|
|
|
21.0
|
%
|
|
2,099,109
|
|
|
23.3
|
%
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing
and sales
|
|
|
2,196,838
|
|
|
6.7
|
%
|
|
673,636
|
|
|
7.5
|
%
|
Research
and development
|
|
|
284,346
|
|
|
0.9
|
%
|
|
31,940
|
|
|
0.4
|
%
|
General
and administrative
|
|
|
5,307,210
|
|
|
16.3
|
%
|
|
1,082,033
|
|
|
12.0
|
%
|
Total
Operating Expenses*
|
|
|
7,788,394
|
|
|
23.9
|
%
|
|
1,787,609
|
|
|
19.9
|
%
|
Income/(Loss)
from Operations
|
|
|
(953,405
|
)
|
|
-2.9
|
%
|
|
311,500
|
|
|
3.5
|
%
|
Non-Operating
Income/(Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
and other income
|
|
|
83,362
|
|
|
0.3
|
%
|
|
105,840
|
|
|
1.2
|
%
|
Interest
expense
|
|
|
(65,713
|
)
|
|
-0.2
|
%
|
|
(2,873
|
)
|
|
0.0
|
%
|
Gain
on building sale (Note 4(a))
|
|
|
117,274
|
|
|
0.4
|
%
|
|
117,272
|
|
|
1.3
|
%
|
Non-Cash
loan fee (Note 4(b))
|
|
|
(114,600
|
)
|
|
-0.4
|
%
|
|
(28,875
|
)
|
|
-0.3
|
%
|
Total
Non-Operating Income/(Expense)
|
|
|
20,323
|
|
|
0.1
|
%
|
|
191,364
|
|
|
2.1
|
%
|
Income
(Loss) Before Income Taxes
|
|
|
(933,082
|
)
|
|
-2.9
|
%
|
|
502,864
|
|
|
5.6
|
%
|
Income
tax provision (Notes 1(h) and 5)
|
|
|
19,290
|
|
|
0.1
|
%
|
|
1,600
|
|
|
0.0
|
%
|
Net
Income/(Loss)
|
|
$
|
(952,372
|
)
|
|
-2.9
|
%
|
$
|
501,264
|
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income/(Loss)
|
|
|
(952,372
|
)
|
|
|
|
|
501,264
|
|
|
|
|
Less:
Preferred Dividend Payments
|
|
|
(610,287
|
)
|
|
|
|
|
(170,956
|
)
|
|
|
|
Adjusted
Net Income (Loss) for EPS Calculation
|
|
|
(1,562,659
|
)
|
|
|
|
|
330,308
|
|
|
|
|
Net
Income/(Loss) Per Share:
|
|
$
|
(0.05
|
)
|
|
|
|
$
|
0.01
|
|
|
|
|
Weighted-Average
Shares Used in Calculation
|
|
|
28,666,059
|
|
|
|
|
|
22,270,997
|
|
|
|
|
Fully
Diluted Net Income/(Loss) Per Share:
|
|
$
|
(0.05
|
)
|
|
|
|
$
|
0.01
|
|
|
|
|
Fully
Diluted Weighted-Average Shares Outstanding
|
|
|
28,666,059
|
|
|
|
|
|
24,606,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
The following table shows how the Company's stock option
expense would be
allocated to all expenses.
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
of sales
|
|
$
|
24,339
|
|
|
|
|
$
|
-
|
|
|
|
|
Marketing
and sales
|
|
|
4,840
|
|
|
|
|
|
-
|
|
|
|
|
Research
and development
|
|
|
-
|
|
|
|
|
|
-
|
|
|
|
|
General
and administrative
|
|
|
104,200
|
|
|
|
|
|
-
|
|
|
|
|
|
|
$
|
133,379
|
|
|
|
|
$
|
-
|
|
|
|
|
SpaceDev,
Inc.
|
||||||||||||||||||||||||||||
and
Subsidiaries
|
||||||||||||||||||||||||||||
Consolidated
Statements of Stockholders' Equity
|
||||||||||||||||||||||||||||
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Paid-In
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Paid-in
|
|
|
Capital
-
|
|
|
Deferred
|
|
|
Accumulated
|
|
|
|
|
||||||||
|
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stock
Options
|
Compensation
|
Deficit
|
Total
|
|||||||||||||||||
Balance
at January 1, 2005
|
250,000
|
$
|
250
|
21,153,660
|
$
|
2,114
|
$
|
18,739,090
|
$
|
750,000
|
$
|
(250,000
|
)
|
$
|
(14,905,797
|
)
|
$
|
4,335,657
|
||||||||||
Preferred
stock issued for cash (Note 7(a) and 7(b))
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Common
stock issued for cash from employee stock purchase plan (Note
6(c) and
7(c))
|
-
|
-
|
27,540
|
3
|
38,323
|
-
|
-
|
-
|
38,326
|
|||||||||||||||||||
Common
stock issued from conversion of preferred stock (Note 7(a)
and
7(b))
|
(1,540
|
)
|
(2
|
)
|
10,000
|
1
|
1
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Common
stock issued from employee stock options (Notes 6(b) and
7(e))
|
-
|
-
|
237,000
|
24
|
241,021
|
-
|
-
|
-
|
241,045
|
|||||||||||||||||||
Common
stock issued from private placement memorandum warrants (Note
7(d))
|
-
|
-
|
1,014,327
|
101
|
500,840
|
-
|
-
|
-
|
500,941
|
|||||||||||||||||||
Common
stock issued from convertible debt program warrants (Notes
4 and
7(d))
|
-
|
-
|
17,607
|
2
|
28,874
|
-
|
-
|
-
|
28,876
|
|||||||||||||||||||
Common
stock issued from securities purchase agreement (Note
7(c))
|
-
|
-
|
2,032,520
|
204
|
2,318,880
|
-
|
-
|
-
|
2,319,084
|
|||||||||||||||||||
Common
stock issued from conversion of declared dividends (Note
7(a) and
7(b))
|
-
|
-
|
113,621
|
11
|
174,965
|
-
|
-
|
-
|
174,976
|
|||||||||||||||||||
Stock
option forfeiture (Notes 6(b) and 7(e))
|
-
|
-
|
-
|
-
|
500,000
|
(750,000
|
)
|
250,000
|
-
|
-
|
||||||||||||||||||
Declared
dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(170,956
|
)
|
(170,956
|
)
|
|||||||||||||||||
-
|
||||||||||||||||||||||||||||
-
|
-
|
-
|
-
|
-
|
-
|
-
|
501,264
|
501,264
|
||||||||||||||||||||
-
|
-
|
-
|
||||||||||||||||||||||||||
Balance
at December 31, 2005
|
248,460
|
248
|
24,606,275
|
2,460
|
22,541,994
|
-
|
-
|
(14,575,489
|
)
|
7,969,213
|
||||||||||||||||||
Preferred
stock issued for cash (Note 7(a) and 7(b))
|
5,150
|
6
|
-
|
-
|
3,587,984
|
-
|
-
|
3,587,990
|
||||||||||||||||||||
Common
stock issued for acquisition and acquisition costs (Note
3 and
7(c))
|
-
|
-
|
4,046,756
|
405
|
5,943,641
|
-
|
-
|
-
|
5,944,046
|
|||||||||||||||||||
Common
stock issued for cash from employee stock purchase plan (Note
6(c) and
7(c))
|
-
|
-
|
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
|
0
|
2,175
|
-
|
-
|
-
|
2,175
|
|||||||||||||||||||
Common
stock issued from warrants (Notes 4(b) and 7(d))
|
-
|
-
|
200,000
|
20
|
209,980
|
-
|
-
|
-
|
210,000
|
|||||||||||||||||||
Common
stock issued under revolving credit facility (Note 4(b) and
7(c))
|
-
|
-
|
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
|
)
|
|||||||||||||||||
|
-
|
-
|
-
|
-
|
-
|
-
|
(952,372
|
)
|
(952,372
|
)
|
||||||||||||||||||
Balance
at December 31, 2006
|
252,963
|
$
|
253
|
29,550,342
|
$
|
2,953
|
$
|
33,150,566
|
$
|
-
|
$
|
-
|
$
|
(16,138,148
|
)
|
$
|
17,015,624
|
|||||||||||
|
|
||||||
SpaceDev,
Inc. and Subsidaries
|
|
||||||
|
|
||||||
Consolidated
Statements of Cash Flows
|
|
||||||
|
|
|
|
|
|
||
Years
Ended December 31,
|
|
|
2006
|
|
|
2005
|
|
Cash
Flows From Operating Activities
|
|
|
|
|
|
|
|
Net
income/(loss)
|
|
$
|
(952,372
|
)
|
$
|
501,264
|
|
Adjustments
to reconcile net loss to net cash
|
|
|
|
|
|
|
|
provided
by (used in) operating activities:
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
982,860
|
|
|
191,978
|
|
Gain
on disposal of building sale
|
|
|
(117,274
|
)
|
|
(117,272
|
)
|
Stock
option expense
|
|
|
133,379
|
|
|
-
|
|
Non-cash
loan fees
|
|
|
114,600
|
|
|
28,874
|
|
Common
stock issued for compensation and services
|
|
|
2,175
|
|
|
-
|
|
Change
in operating assets and liabilities:
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(783,250
|
)
|
|
(658,930
|
)
|
Inventory
|
|
|
(58,136
|
)
|
|
(21,340
|
)
|
Prepaid
and other assets
|
|
|
979,059
|
|
|
(605,721
|
)
|
Accounts
payable and accrued expenses
|
|
|
(1,162,717
|
)
|
|
898,290
|
|
Accrued
payroll, vacation and related taxes
|
|
|
(99,523
|
)
|
|
95,869
|
|
Billings
in excess of costs incurred and deferred revenue
|
|
|
1,292,145
|
|
|
(5,000
|
)
|
Other
accrued liabilities
|
|
|
(2,318,851
|
)
|
|
89,008
|
|
Net
cash provided by (used in) operating activities
|
|
|
(1,987,905
|
)
|
|
397,020
|
|
Cash
Flows From Investing Activities
|
|
|
|
|
|
|
|
Notes
receivable
|
|
|
-
|
|
|
(1,353,440
|
)
|
Acquisition
costs, net of cash
|
|
|
(1,408,134
|
)
|
|
(375,930
|
)
|
Purchases
of fixed assets
|
|
|
(1,389,293
|
)
|
|
(986,370
|
)
|
Net
cash used in investing activities
|
|
|
(2,797,427
|
)
|
|
(2,715,740
|
)
|
Cash
Flows From Financing Activities
|
|
|
|
|
|
|
|
Principal
payments on notes payable
|
|
|
(4,675,832
|
)
|
|
(36,670
|
)
|
Principal
payments on capitalized lease obligations
|
|
|
(35,749
|
)
|
|
(3,784
|
)
|
Proceeds
from revolving credit facility
|
|
|
805,172
|
|
|
-
|
|
Employee
stock purchase plan
|
|
|
133,266
|
|
|
58,369
|
|
Other
assets, capitalized preferred stock issuance costs
|
|
|
(175,000
|
)
|
|
(78,828
|
)
|
Proceeds
from issuance of preferred stock
|
|
|
4,038,361
|
|
|
-
|
|
Proceeds
from issuance of common stock
|
|
|
383,222
|
|
|
3,061,070
|
|
Net
cash provided by financing activities
|
|
|
473,440
|
|
|
3,000,157
|
|
Net
Increase/(Decrease) in Cash and Cash Equivalents
|
|
|
(4,311,892
|
)
|
|
681,437
|
|
Cash
and Cash Equivalents at Beginning of Year
|
|
|
5,750,038
|
|
|
5,068,601
|
|
Cash
and Cash Equivalents at End of Year
|
|
$
|
1,438,146
|
|
$
|
5,750,038
|
|
SpaceDev,
Inc. and Subsidaries
|
|||||||
|
|
|
|
|
|
|
|
Consolidated
Statements of Cash Flows
|
|||||||
|
|
|
|
|
|
|
|
Years
Ended December 31,
|
|
|
2006
|
|
|
2005
|
|
Supplemental
Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
Cash
paid during the year for:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
65,713
|
|
$
|
2,873
|
|
Income
Taxes
|
|
|
19,290
|
|
|
1,600
|
|
|
|
|
|
|
|
|
|
Noncash
Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
2006, the Company entered into capital leases in the amount
of
approximately $225,000.
|
|||||||
|
|
|
|
|
|
|
|
During
2006 and 2005, the Company converted $133,266 and $38,326 of
employee
stock purchase plan
|
|||||||
contributions
into 104,845 and 27,540 shares of common stock, respectively.
|
|||||||
|
|
|
|
|
|
|
|
During
2006 and 2005, the Company declared preferred stock dividends
payable of
$610,287 and $170,956,
|
|||||||
respectively
to the holder's of its series C and series D-1 preferred stock.
|
|||||||
|
|
|
|
|
|
|
|
During
2006, the Company issued 310,009 shares of its common stock
and expensed
$114,600 as well as accrued
|
|||||||
$233,482
to be spread over the next nine months in non-cash loan fees
for the
addition expenses
|
|||||||
incurred
under our new revolving credit facilty with the Laurus Master
Fund.
|
|||||||
|
|
|
|
|
|
|
|
During
2005, the Company converted preferred stock dividends payable
in the
amount of
|
|||||||
$174,976
into 113,621 shares of common stock, for its preferred stockholders.
|
|||||||
|
|
|
|
|
|
|
|
During
2005, the Company issued 17,607 shares of its common stock
to the
participants in its' prior convertible
|
|||||||
dept
program. In this noncash transaction, 25,000 warrants were
converted into
17,607 shares of common stock.
|
|||||||
The
Company recorded additional non-cash loan fees of $28,875 for
the
difference between the warrant price
|
|||||||
and
the current share price, and charged these fees to expense.
|
·
|
Small
Spacecraft.
Sophisticated small, micro- and nano- satellites for remote
sensing,
military, scientific, and commercial missions and space-related
technical
support services.
|
·
|
Launch
Vehicles.
The Company is in the process of developing hybrid rocket-based
launch
vehicles, orbital maneuvering and orbital transfer vehicles,
as well as
safe sub-orbital and orbital hybrid rocket-based propulsion
systems. It is
also developing commercial hybrid rocket motors for possible
use in small
launch vehicles, targets and sounding rockets, and small
high performance
space vehicles and subsystems.
|
·
|
Space
Components and Mechanisms.
The Company manufactures a wide range of products that
include High Output
Paraffin ("HOP") actuators, hinges, battery bypass switches,
bi-axis
gimbals, flat plate gimbals, solar array pointing mechanisms,
restraint
devices, and cover systems. These products are sold both
as
"off-the-shelf" catalog products, which represent previously
qualified
devices with spaceflight history, and as custom systems
that are developed
for specific applications. The Company’s products are typically sold
directly to spacecraft manufacturers.
|
·
|
Structures.
The Company designs and manufactures deployable booms,
separation systems
and, thermal louvers.
|
(e)
|
Revenue,
expense, and profitability
recognition
|
(f)
|
Depreciation
and amortization
|
(g)
|
Research
and development
|
(h)
|
Income
taxes
|
(i)
|
Stock-based
compensation
|
Net
Income
|
|
|
2005
|
|
As
reported
|
|
$
|
501,264
|
|
Less:
Preferred Dividend Payments
|
|
$
|
(170,956
|
)
|
Adjusted
Net Income (Loss) for EPS Calculation
|
|
|
330,308
|
|
Add:
Stock based employee compensation expense included in reported
net income
|
|
|
-
|
|
Deduct:
Stock based employee compensation expense determined under
the fair value
based method for all awards
|
|
|
(7,488,859
|
)
|
Pro
forma
|
|
$
|
(6,987,595
|
)
|
Net
Income (Loss) Per Share:
|
|
|
|
|
As
reported - basic
|
|
$
|
0.01
|
|
As
reported - diluted
|
|
$
|
0.01
|
|
Pro
forma - basic
|
|
$
|
(0.31
|
)
|
Pro
forma - diluted
|
|
$
|
(0.31
|
)
|
|
Year
Ended December 31,
|
|||||
|
|
2006
|
|
|
2005
|
|
Numerator:
|
|
|
|
|
|
|
Net
income (loss)
|
$
|
(952,372
|
)
|
$
|
501,264
|
|
Minus:
Dividends on convertible preferred stock
|
|
(610,287
|
)
|
|
(170,956
|
)
|
|
$
|
(1,562,659
|
)
|
$
|
330,308
|
|
Denominator:
|
|
|
|
|
|
|
Weighted-average
shares used to compute basic EPS
|
|
28,666,059
|
|
|
22,270,997
|
|
Adjusted
weighted-average shares for conversion and exercise of
preferred stock,
options, and warrants
|
|
N/A
|
|
|
2,335,885
|
|
Weighted-average
shares used to compute diluted EPS
|
|
28,666,059
|
|
|
24,606,882
|
|
Net
earnings per share:
|
|
|
|
|
|
|
Basic
|
$
|
(0.05
|
)
|
$
|
0.01
|
|
Diluted
|
$
|
N/A
|
|
$
|
0.01
|
|
|
Year
Ended December 31,
|
|||
|
2006
|
|
2005
|
|
Incremental
shares from assumed conversions and exercises:
|
|
|
|
|
Warrants
|
N/A
|
|
-
|
|
Options
|
N/A
|
|
2,335,885
|
|
Convertible
preferred stock
|
N/A
|
|
1,722,158
|
|
Dilutive
potential common shares
|
N/A
|
|
4,058,043
|
|
Anti-dilutive
shares
|
N/A
|
|
(1,722,158
|
)
|
Adjusted
weighted-average shares
|
N/A
|
|
2,335,885
|
|
(k)
|
Financial
instruments
|
(l)
|
Segment
reporting
|
(m)
|
New
accounting standards
|
(n)
|
Other
assets
|
Other
Current Assets - December 31,
|
|
|
2006
|
|
|
2005
|
|
Financing
Fees
|
|
$
|
303,174
|
|
$
|
-
|
|
Software
Prepaid License
|
|
|
93,009
|
|
|
-
|
|
Insurance
Prepaid
|
|
|
60,435
|
|
|
-
|
|
2006
Property Tax Prepayment
|
|
|
3,210
|
|
|
-
|
|
Rental
Prepaid Short Term
|
|
|
40,103
|
|
|
-
|
|
All
Other Deposits
|
|
|
99,634
|
|
|
-
|
|
Total
Other Current Assets
|
|
$
|
599,565
|
|
$
|
-
|
|
Other
Assets - December 31,
|
|
|
2006
|
|
|
2005
|
|
Prepaid
Rent
|
|
$
|
188,130
|
|
$
|
-
|
|
Cost
Accrued in Conjunction with Starsys Acquisition
|
|
|
-
|
|
|
724,127
|
|
Cost
Accrued in Conjunction with 2006 Securities Purchase
Agreement
|
|
|
-
|
|
|
78,828
|
|
Financing
Fees
|
|
|
116,666
|
|
|
-
|
|
Deposits
|
|
|
321,290
|
|
|
728,076
|
|
Total
Other Assets
|
|
$
|
626,086
|
|
$
|
1,531,031
|
|
December
31,
|
|
2006
|
|
2005
|
|
||
Deferred
Gain
|
|
$
|
1,172,720
|
|
$
|
1,172,720
|
|
Less
Amortization to date
|
|
|
(459,315
|
)
|
|
(342,043
|
)
|
|
|
$
|
713,405
|
|
$
|
830,677
|
|
Fixed
assets consisted of the following:
|
|
|
|
|
|
|
|
December
31,
|
|
|
2006
|
|
|
2005
|
|
Capital
leases
|
|
$
|
472,687
|
|
$
|
155,499
|
|
Computer
equipment
|
|
|
952,895
|
|
|
699,592
|
|
Building
improvements
|
|
|
1,959
|
|
|
-
|
|
Furniture
and fixtures
|
|
|
2,525,833
|
|
|
241,564
|
|
Rocket
Motor Test Center
|
|
|
1,205,468
|
|
|
446,621
|
|
|
|
|
5,158,843
|
|
|
1,543,276
|
|
Less
accumulated depreciation and
amortization
|
|
|
(1,365,478
|
)
|
|
(469,503
|
)
|
|
|
$
|
3,793,365
|
|
$
|
1,073,773
|
|
Starsys
Total Assets
|
|
$
|
(7,851,494
|
)
|
Starsys
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
|
|
|
|
$
|
12,246,362
|
|
December
31,
|
|
|
2006
|
|
|
2005
|
|
Deferred
tax assets:
|
|
|
|
|
|
|
|
Net
operating loss carryforwards
|
|
$
|
3,715,800
|
|
$
|
3,941,400
|
|
Deferred
gain on sale of building
|
|
|
291,000
|
|
|
338,000
|
|
Reserve
for loss on contracts
|
|
|
285,000
|
|
|
608,500
|
|
Other
|
|
|
200,500
|
|
|
307,900
|
|
Tax
credit carryforwards
|
|
|
3,537,700
|
|
|
1,966,800
|
|
Gross
deferred tax assets
|
|
|
8,030,000
|
|
|
7,162,600
|
|
Fixed
Assets and Intangibles
|
|
|
-744,600
|
|
|
-593,400
|
|
|
|
|
7,285,400
|
|
|
6,569,200
|
|
Valuation
allowance
|
|
|
-7,285,400
|
|
|
-6,569,200
|
|
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
2006
|
|
|
2005
|
|
Current
|
|
|
|
|
|
|
|
Federal
|
|
$
|
15,000
|
|
$
|
-
|
|
State
|
|
|
4,200
|
|
|
1,600
|
|
|
|
|
19,200
|
|
|
1,600
|
|
Deferred
|
|
|
|
|
|
|
|
Federal
|
|
|
-
|
|
|
-
|
|
State
|
|
|
-
|
|
|
-
|
|
Income
tax expense
|
|
$
|
19,200
|
|
$
|
1,600
|
|
Years
Ended December 31,
|
|
|
2006
|
|
|
2005
|
|
Statutory
U.S. federal rate
|
|
|
35.00
|
%
|
|
35.00
|
%
|
State
income taxes - net of federal benefit
|
|
|
3.79
|
%
|
|
5.70
|
%
|
Permanent
differences
|
|
|
-14.42
|
%
|
|
7.40
|
%
|
NOL
and tax credit prior year true up
|
|
|
-15.99
|
%
|
|
|
|
Other
|
|
|
.82
|
%
|
|
|
|
Tax
Credits
|
|
|
91.18
|
%
|
|
|
|
Change
in valuation allowance
|
|
|
-100.38
|
%
|
|
-48.10
|
%
|
Provision
for income taxes
|
|
|
0.00
|
%
|
|
0.00
|
%
|
·
|
A
grant of preemptive rights to the investors to participate
in future
financings; however, this right expired on January 13,
2007;
and,
|
·
|
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 per share or rate which may change
over time, so
long as any shares of Series D-1 Preferred Stock are
outstanding.
|
(c)
|
Common
stock
|
(d)
|
Warrant
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
Options
|
|
|
Average
|
|
|
|
|
Outstanding
|
|
|
Exercise
Prices
|
|
Balance
at January 1, 2005
|
|
|
6,353,766
|
|
$
|
1.39
|
|
Granted
|
|
|
6,368,000
|
|
|
1.45
|
|
Exercised
|
|
|
(237,000
|
)
|
|
(1.02
|
)
|
Expired
|
|
|
(2,162,206
|
)
|
|
(2.19
|
)
|
Balance
at December 31, 2005
|
|
|
10,322,560
|
|
|
1.27
|
|
Granted
|
|
|
3,307,000
|
|
|
1.18
|
|
Exercised
|
|
|
(230,281
|
)
|
|
(0.83
|
)
|
Expired
|
|
|
(1,004,181
|
)
|
|
(1.35
|
)
|
Balance
at December 31, 2006
|
|
|
12,395,098
|
|
$
|
1.24
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
Range
of
|
|
|
|
|
|
Remaining
Contractual
|
|
|
|
|
|
|
|
Exercise
|
|
|
Number
of Shares
|
|
|
Life
of Shares
|
|
|
Number
of Shares
|
|
|
Weighted-Average
|
|
Price
|
|
|
Outstanding
|
|
|
Outstanding
|
|
|
Exercisable
|
|
|
Exercisable
Price
|
|
$0.42-0.99
|
|
|
3,774,271
|
|
|
2.98
|
|
|
1,944,271
|
|
$
|
0.72
|
|
1.00-1.99
|
|
|
8,478,605
|
|
|
3.73
|
|
|
7,883,105
|
|
|
1.40
|
|
2.00-2.99
|
|
|
102,222
|
|
|
3.72
|
|
|
102,222
|
|
|
2.11
|
|
3.00-3.99
|
|
|
20,000
|
|
|
4.59
|
|
|
20,000
|
|
|
3.20
|
|
4.00-4.80
|
|
|
20,000
|
|
|
5.92
|
|
|
20,000
|
|
|
4.80
|
|
|
|
|
12,395,098
|
|
|
3.50
|
|
|
9,969,598
|
|
$
|
1.29
|
|
December
31,
|
|
|
2006
|
|
|
2005
|
|
Computer
and office equipment
|
|
$
|
452,481
|
|
$
|
155,499
|
|
Less
accumulated depreciation
|
|
|
(226,535
|
)
|
|
(152,960
|
)
|
|
|
$
|
225,947
|
|
$
|
2,539
|
|
Year
Ending December 31,
|
|
|
|
|
2007
|
|
$
|
48,755
|
|
2008
|
|
|
48,755
|
|
2009
|
|
|
48,755
|
|
2010
|
|
|
48,755
|
|
2011
|
|
|
10,562
|
|
Total
minimum lease payments
|
|
|
205,582
|
|
Amount
representing interest
|
|
|
33,432
|
|
Present
value of minimum lease payments
|
|
|
172,150
|
|
Total
obligation
|
|
|
172,150
|
|
Less
current portion
|
|
|
(35,441
|
)
|
Long-term
portion
|
|
$
|
136,709
|
|
Other
Accrued Liabilities - December 31,
|
|
|
2006
|
|
|
2005
|
|
Employee
Accruals
|
|
$
|
145,847
|
|
$
|
160,000
|
|
Legal,
Royalty and Customer Accuals
|
|
|
316,231
|
|
|
243,608
|
|
Customer
deposits and Other Accruals
|
|
|
184,080
|
|
|
-
|
|
Property
and Income Tax Accruals through 12-31-05
|
|
|
30,730
|
|
|
26,452
|
|
Employee
Stock Purchase Plan
|
|
|
52,462
|
|
|
29,375
|
|
Provision
for Anticipated Loss
|
|
|
719,125
|
|
|
-
|
|
Laurus
- Dividend (Preferred Stock Series C)
|
|
|
42,898
|
|
|
56,945
|
|
Laurus
- Dividend -All Series D
|
|
|
111,188
|
|
|
-
|
|
Total
Other Accrued Liabilities
|
|
$
|
1,602,561
|
|
$
|
516,380
|
|
Building
Leases - Year Ending December 31,
|
|
|
|
|
2007
|
|
$
|
1,204,818
|
|
2008
|
|
|
1,257,675
|
|
2009
|
|
|
1,309,548
|
|
2010
|
|
|
1,373,882
|
|
2011
|
|
|
1,422,052
|
|
Thereafter
|
|
|
4,977,711
|
|
Total
minimum lease payments
|
|
$
|
11,545,686
|
|
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
|
5,617,689
|
-
|
5,617,689
|
16.45
|
%
|
||||||||
Total
Operating Expenses *
|
8,327,425
|
(165,825
|
)
|
8,161,600
|
23.91
|
%
|
|||||||
Income/(Loss)
from Operations
|
(1,017,853
|
)
|
-
|
(1,017,853
|
)
|
-2.98
|
%
|
||||||
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
|
(988,918
|
)
|
-
|
(988,918
|
)
|
-2.90
|
%
|
||||||
Income
tax provision
|
19,290
|
-
|
19,290
|
0.06
|
%
|
||||||||
Net
Income (Loss)
|
$
|
(1,008,208
|
)
|
$
|
-
|
$
|
(1,008,208
|
)
|
-2.95
|
%
|
|||
Less:
Preferred Dividend Payments
|
(610,287
|
)
|
-
|
(610,287.00
|
)
|
||||||||
Adjusted Net Income (Loss) for EPS Calculation | (1,618,495 | ) | - | (1,618,495 | ) | ||||||||
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
|
%
|
For
the twelve months ended December 31, 2005
|
||||||||||
|
|
Consolidated
|
|
|
Adjustments
|
|
|
Consolidated
Pro Forma
|
|
|
Net
Sales
|
|
$
|
26,767,741
|
|
$
|
-
|
|
$
|
26,767,741
|
|
Cost
of sales
|
|
$
|
21,627,078
|
|
|
-
|
|
|
21,627,078
|
|
Gross
Margin
|
|
|
5,140,663
|
|
|
-
|
|
|
5,140,663
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
Marketing
and sales expense
|
|
|
673,636
|
|
|
-
|
|
|
673,636
|
|
Research
and development
|
|
|
31,940
|
|
|
-
|
|
|
31,940
|
|
General
and administrative
|
|
|
7,082,709
|
|
|
-
|
|
|
7,082,709
|
|
Total
Operating Expenses
|
|
|
7,788,285
|
|
|
-
|
|
|
7,788,285
|
|
Income/(Loss)
from Operations
|
|
|
(2,647,622
|
)
|
|
-
|
|
|
(2,647,622
|
)
|
Non-Operating
Income/(Expense)
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
105,840
|
|
|
-
|
|
|
105,840
|
|
Rental
income
|
|
|
88,146
|
|
|
|
|
|
88,146
|
|
Interest
expense
|
|
|
(509,398
|
)
|
|
-
|
|
|
(509,398
|
)
|
Gain
on building sale
|
|
|
117,272
|
|
|
-
|
|
|
117,272
|
|
Loan
fee - equity compensation
|
|
|
(28,875
|
)
|
|
-
|
|
|
(28,875
|
)
|
Total
Non-Operating Income/(Expense)
|
|
|
(227,015
|
)
|
|
-
|
|
|
(227,015
|
)
|
Income/(Loss)
Before Income Taxes
|
|
|
(2,874,637
|
)
|
|
-
|
|
|
(2,874,637
|
)
|
Income
tax provision
|
|
|
1,600
|
|
|
-
|
|
|
1,600
|
|
Net
Income/(Loss)
|
|
$
|
(2,876,237
|
)
|
$
|
-
|
|
|
(2,876,237
|
)
|
Net
Income/(Loss) Per Share:
|
|
|
|
|
|
|
|
|
|
|
Net
Income/(Loss)
|
|
$
|
(0.08
|
)
|
|
|
|
$
|
(0.08
|
)
|
Shares
Outstanding
|
|
|
29,551,305
|
|
|
4,836,696
|
|
|
34,388,001
|
|
SEC Registration Fee | $ | 1,940 | ||
Accounting Fees and Expenses | $ | 15,000 | ||
Legal Fees and Expenses | $ | 25,000 | ||
Miscellaneous | $ | 5,000 | ||
Total
|
$ | 46,940 |
Name
|
Title
|
Date
|
||
/s/
Mark N. Sirangelo
Mark
N. Sirangelo
|
Chief
Executive Officer (Principal Executive Officer) and Chairman
of the Board
(Director)
|
May
9, 2007
|
||
/s/
Richard B. Slansky
Richard
B. Slansky
|
President,
Chief Financial Officer (Principal Financial Officer and
Principal
Accounting Officer), Director and Corporate Secretary
|
May
9, 2007
|
||
*
Scott
Tibbitts
|
Managing
Director and Director
|
May
9, 2007
|
||
*
James
W. Benson
|
Director
|
May
9, 2007
|
||
*
Curt
Dean Blake
|
Director
|
May
9, 2007
|
||
*
Howell
M. Estes, III
|
Director
|
May
9, 2007
|
||
*
Wesley
T. Huntress
|
Director
|
May
9, 2007
|
||
*
Scott
McClendon
|
Director
|
May
9, 2007
|
||
*
Robert
S. Walker
|
Director
|
May
9, 2007
|
||
*
By: /s/ Richard B. Slansky
Attorney-in-Fact
|
|
May
9, 2007
|
Exhibit
No.
|
Description
|
Filed
Herewith
|
Previously
Filed
|
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
|
Articles
of Incorporation dated December 20, 1996
|
X
|
10-SB
|
Jan.
18, 2000
|
2.1
|
||
3.2
|
Articles
of Amendment to Articles of Incorporation dated November 4,
1997
|
X
|
10-SB
|
Jan.
18, 2000
|
2.2
|
||
3.3
|
Articles
of Amendment to Articles of Incorporation dated December 17,
1997
|
X
|
10-SB
|
Jan.
18, 2000
|
2.3
|
||
3.4
|
Articles
of Amendment to Articles of Incorporation dated February 1,
2006
|
X
|
10-KSB
|
Mar.
28, 2006
|
3.4
|
||
3.5
|
Amended
and Restated Bylaws
|
X
|
8-K
|
Dec.
23, 2005
|
3.1
|
||
3.6
|
Certificate
of Designation of Series C Convertible Preferred Stock
|
X
|
8-K
|
Aug.
30, 2004
|
3.1
|
||
3.7
|
Certificate
of Designations of Series D-1 Preferred Stock
|
X
|
8-K
|
Jan.
17, 2006
|
3.1
|
||
3.8
|
Certificate
of Designations of Series D-2 Preferred Stock
|
X
|
8-K
|
Jan.
17, 2006
|
3.2
|
||
3.9
|
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
|
10-SB
|
Jan.
18, 2005
|
3.1
|
||
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 Sheppard, Mullin, Richter & Hampton LLP regarding
legality
|
X
|
POS
AM
|
Feb.
14, 2005
|
5.1
|
||
10.1
|
Secured
Loan Agreement with Starsys Research Corporation dated September
8,
2005
|
X
|
10-QSB
|
Nov.
14, 2005
|
10.1
|
||
10.2
|
Promissory
Note with Starsys Research Corporation dated September 8,
2005
|
X
|
10-QSB
|
Nov.
14, 2005
|
10.2
|
||
10.3
|
Subcontract
Agreement with Andrews Space, Inc. awarded June 27, 2005
|
X
|
10-QSB/A
|
Dec.
22, 2005
|
10.1
|
||
10.4
|
Sublease
between Gateway and SpaceDev dated March 31, 2005
|
X
|
8-K
|
April
15, 2005
|
10.1
|
||
10.5
|
Consent
to Sublease between Gateway and SpaceDev dated April 1, 2005
|
X
|
8-K
|
April
15, 2005
|
10.2
|
||
10.6
|
AFRL
Contract with SpaceDev dated as of August 23, 2004
|
X
|
8-K
|
Sept.
1, 2004
|
10.1
|
||
10.7
|
AFRL
Statement of Work dated August 23, 2004*
|
X
|
8-K
|
Sept.
1, 2004
|
10.2
|
||
10.8
|
AFRL
SBIR "mini-mo" Contract extension with SpaceDev dated August 20,
2004*
|
X
|
10-QSB
|
Nov.
15, 2004
|
10.1
|
||
10.9
|
AFRL
SBIR Small Satellite Bus Contract with SpaceDev dated September
28, 2004
|
X
|
10-QSB
|
Nov.
15, 2004
|
10.2
|
||
10.10
|
AFRL
SBIR Phase II Small Launch Vehicle Contract with SpaceDev dated
September
29, 2004
|
X
|
10-QSB
|
Nov.
15, 2004
|
10.3
|
||
10.11
|
MDA
Second Task Order with SpaceDev dated October 20, 2004*
|
X
|
10-QSB
|
Nov.
15, 2004
|
10.4
|
||
10.12
|
Separation
Agreement and General Release between SpaceDev and Jeffrey Janicik
dated
July 22, 2004
|
X
|
10-QSB
|
Aug
9, 2004
|
10.1
|
||
10.13
|
Modification
to Small Shuttle Compatible Propulsion Module contract with AFRL
dated
July 7, 2004
|
X
|
10-QSB
|
Aug.
9, 2004
|
10.2
|
||
10.14
|
Lunar
Dish Observatory Contract between SpaceDev and Lunar Enterprises
Corporation dated July 20, 2004
|
X
|
10-QSB
|
Aug.
9, 2004
|
10.3
|
||
10.15
|
Employment
Offer by SpaceDev to Randall K. Simpson dated January 16,
2004
|
X
|
10-KSB
|
April
6, 2004
|
10.38
|
||
10.16
|
Confidential
Separation Agreement and General Release of Claims with Dario Emanuel
DaPra dated March 18, 2004
|
X
|
10-KSB
|
April
6, 2004
|
10.39
|
||
10.17
|
Missile
Defense Agency Contract with SpaceDev dated March 31, 2004
|
X
|
10-KSB
|
April
6, 2004
|
10.40
|
||
10.18
|
Amendment
No. 1 to Note issued to Laurus Master Fund, dated March 31,
2004
|
X
|
10-KSB
|
April
6, 2004
|
10.41
|
||
10.19
|
Waiver
Letter from Laurus Master Fund dated March 31, 2004
|
X
|
10-KSB
|
April
6, 2004
|
10.42
|
||
10.20
|
First
Task Order Under Missile Defense Agency Contract with SpaceDev
dated April
1, 2004
|
X
|
10-KSB
|
April
6, 2004
|
10.43
|
||
10.21
|
Security
Agreement between SpaceDev and Laurus Master Fund, Ltd. dated June
3,
2003
|
X
|
8-K
|
June
18, 2003
|
10.1
|
||
10.22
|
Secured
Convertible Note issued June 3, 2003 by SpaceDev to Laurus Master
Fund,
Ltd.
|
X
|
8-K
|
June
18, 2003
|
10.2
|
||
10.23
|
Common
Stock Purchase Warrant issued June 3, 2003 by SpaceDev to Laurus
Master
Fund, Ltd.
|
X
|
8-K
|
June
18, 2003
|
10.3
|
||
10.24
|
Registration
Rights Agreement between SpaceDev and Laurus Master Fund, Ltd.
dated as of
June 3, 2003
|
X
|
8-K
|
June
18, 2003
|
10.4
|
||
10.25
|
Waiver
Letter between SpaceDev and Laurus Master Fund, Ltd. dated June
3,
2003
|
X
|
8-K
|
June
18, 2003
|
10.5
|
||
10.26
|
Securities
Purchase Agreement with Laurus Master Fund, Ltd. dated August 25,
2004
|
X
|
8-K
|
Aug.
30, 2004
|
10.1
|
||
10.27
|
Registration
Rights Agreement with Laurus Master Fund, Ltd. dated August 25,
2004
|
X
|
8-K
|
Aug.
30, 2004
|
10.2
|
||
10.28
|
Letter
Agreement with Laurus Master Fund Ltd. dated August 25, 2004
|
X
|
8-K
|
Aug.
30, 2004
|
10.3
|
||
10.29
|
Employment
Agreement between SpaceDev and Stuart Schaffer dated May 17,
2002
|
X
|
10-KSB
|
Mar.
28, 2003
|
10.11
|
||
10.30
|
First
Amendment to Employment Agreement between SpaceDev and Stuart Schaffer
dated June 11, 2002
|
X
|
10-KSB
|
Mar.
28, 2003
|
10.12
|
||
10.31
|
Employment
Agreement between SpaceDev and Emery Skarupa dated May 24,
2002
|
X
|
10-KSB
|
Mar.
28, 2003
|
10.13
|
||
10.32
|
First
Amendment to Employment Agreement between ISS and Thomas W. Brown
dated
March 15, 2000
|
X
|
10-SB/A
|
Mar.
27, 2000
|
6.14
|
||
10.33
|
Employment
Agreement between SpaceDev and Stan Dubyn dated January 16,
2000
|
X
|
10-SB/A
|
Mar.
27, 2000
|
6.15
|
||
10.34
|
First
Amendment to Employment Agreement between SpaceDev and Jan A. King
,
effective January 20, 2000
|
X
|
10-SB/A
|
Mar.
27, 2000
|
6.17
|
||
10.35
|
Agreement
of License and Purchase of Technology between SpaceDev and AMROC
dated
August 1998
|
X
|
10-SB
|
Jan.
18, 2000
|
6.4
|
||
10.36
|
1999
Stock Option Plan
|
X
|
SB-2
|
July
25, 2003
|
4.8
|
||
10.37
|
First
Amendment to 1999 Stock Option Plan
|
X
|
SB-2
|
July
25, 2003
|
4.14
|
||
10.38
|
1999
Employee Stock Purchase Plan
|
X
|
10-SB
|
Jan.
18, 2000
|
6.7
|
||
10.39
|
2004
Equity Incentive Plan
|
X
|
S-8
|
Mar.
29, 2005
|
99.1
|
||
10.40
|
First
Amendment to 1999 Employee Stock Purchase Plan
|
X
|
10-KSB
|
Mar.
28,2006
|
10.39
|
||
10.41
|
Employment
Agreement between SpaceDev and James W. Benson dated November 24,
1997
|
X
|
10-SB
|
Jan.
18, 2000
|
6.8
|
||
10.42
|
Executive
Employment Agreement between SpaceDev, Inc. and Mark Sirangelo
dated
December 20, 2005
|
X
|
8-K
|
Dec.
23, 2005
|
10.1
|
||
10.43
|
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
|
||
10.44
|
Non-Plan
Stock Option Agreement with James W. Benson (evidencing an option
to
purchase up to 950,000 shares) dated December 20, 2005
|
X
|
8-K
|
Dec.
23, 2005
|
10.6
|
||
10.45
|
Non-Plan
Stock Option Agreement with Mark N. Sirangelo dated December 20,
2005
|
X
|
8-K
|
Dec.
23, 2005
|
10.4
|
||
10.46
|
Non-Plan
Stock Option Agreement with Richard B. Slansky dated December 20,
2005
|
X
|
8-K
|
Dec.
23, 2005
|
10.5
|
||
10.47
|
Falcon
Launch Services Agreement with Space Exploration Technologies Corporation
dated November 15, 2005 *
|
X
|
8-K/A
|
Dec.
22, 2005
|
10.1
|
||
10.48
|
Amendment
No. 1 to the Secured Promissory Note with Starsys Research Corporation,
dated December 20, 2005
|
X
|
8-K
|
Dec.
23, 2005
|
10.11
|
||
10.49
|
Non-Plan
Stock Option Agreement with James W. Benson (evidencing an option
to
purchase up to 150,000 shares) dated December 20, 2005
|
X
|
8-K
|
Dec.
23, 2005
|
10.7
|
||
10.50
|
Statement
of Work with Andrews Space, Inc. awarded June 27, 2005
|
X
|
10-QSB/A
|
Dec.
23, 2005
|
10.2
|
||
10.51
|
Securities
Purchase Agreement dated January 12, 2006 (Laurus)
|
X
|
8-K
|
Jan.
17, 2006
|
99.1
|
||
10.52
|
Registration
Rights Agreement dated January 12, 2006 (Laurus)
|
X
|
8-K
|
Jan.
17, 2006
|
99.2
|
||
10.53
|
Form
of Preferred Stock Warrant (Laurus)
|
X
|
8-K
|
Jan.
17, 2006
|
99.3
|
||
10.54
|
Form
of Common Stock Warrant (Laurus)
|
X
|
8-K
|
Jan.
17, 2006
|
99.4
|
||
10.55
|
Executive
Employment Agreement with Scott Tibbitts dated January 31,
2006
|
X
|
8-K
|
Feb.
6, 2006
|
99.1
|
||
10.56
|
Executive
Employment Agreement with Robert Vacek dated January 31, 2006
|
X
|
8-K
|
Feb.
6, 2006
|
99.2
|
||
10.57
|
Non-Competition
Agreement with Scott Tibbitts dated January 31, 2006
|
X
|
8-K
|
Feb.
6, 2006
|
99.3
|
||
10.58
|
Form
of Standstill and Lock-up Agreement
|
X
|
8-K
|
Feb.
6, 2006
|
99.4
|
||
10.59
|
Amendment
No. 2 to the SpaceDev 2004 Equity Incentive Plan
|
X
|
8-K
|
Feb.
6, 2006
|
99.5
|
||
10.60
|
Security
Agreement dated as of September 29, 2006
|
X
|
8-K/A
|
Oct.
10, 2006
|
99.2
|
||
14.1
|
Code
of Ethics
|
X
|
10-KSB
|
Mar.
28, 2003
|
10.15
|
||
21.1
|
List
of Subsidiaries
|
X
|
10-KSB
|
Apr.
2, 2007
|
21.1
|
||
23.1
|
Consent
of PKF
|
X
|