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
August 25, 2004
---------------
Date of Report (Date of earliest event reported)
000-28947
-------------
Commission File Number
SPACEDEV, INC.
------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1374613
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13855 Stowe Drive, Poway, California 92064
--------------------------------------------------------------
(Address of principal executive offices)
(858) 375-2030
--------------------
(Issuer's telephone number, including area code)
N/A
-----
(Former name, former address and former fiscal year, if changed since last
report)
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))
ITEM 1.01 MATERIAL DEFINITIVE AGREEMENTS
On August 25, 2004, SpaceDev, Inc., ("SpaceDev") entered into a Securities
Purchase Agreement (the "Agreement") with the Laurus Master Fund, Ltd.
("Laurus") whereby SpaceDev issued 250,000 shares of its Series C Convertible
Preferred Stock, par value $0.001 per share (the "Preferred Shares"), to Laurus
for an aggregate purchase price of $2,500,000 or $10.00 per share (the "Stated
Value"). The Preferred Shares are convertible into the $0.0001 par value Common
Stock of the Company at a rate of $1.54 per share (the "Conversion Rate") at any
time after the date of issuance, and pay quarterly, cumulative dividends at a
rate of 6.85% with the first payment due on January 1, 2005. Dividends are
payable in cash or shares of Common Stock at the holder's option with the
exception that dividends must be paid in shares of Common Stock for up to 25% of
the aggregate dollar trading volume if the fair market value of the Common Stock
for the 20-days preceding the conversion date exceeds 120% of the Conversion
Rate. The Preferred Shares are redeemable by SpaceDev in whole or in part at any
time after issuance for (a) 115% of the Stated Value if the average closing
price of the Common Stock for the 22 days immediately preceding the date of
conversion does not exceed the Conversion Rate or (b) the Stated Value if the
average closing price of the Common Stock for the 22 days immediately preceding
the date of conversion exceeds the Stated Value. The Preferred Shares have a
liquidation right equal to the Stated Value upon dissolution, liquidation or
winding-up of SpaceDev. The Preferred Shares have no voting rights.
In conjunction with the Preferred Shares, SpaceDev issued a five-year
common stock purchase warrant (the "Warrant") to Laurus for the purchase of
487,000 shares of Common Stock at an exercise price of $1.77. SpaceDev has
committed to register all of the shares of Common Stock underlying the Preferred
Shares and the Warrant, as well as shares payable as dividends on the Preferred
Shares for resale.
Also in conjunction with the preferred stock financing, Laurus has agreed
to extend SpaceDev's current revolving credit facility reported on Form 8-K
filed June 18, 2003 from $1.0 million to $1.5 million. The first $1,000,000
converted under the revolving credit facility was converted last year and
earlier this year at a rate of $0.55 per share. On March 31, 2004, the
conversion price for the next $500,000 under the revolving credit facility was
set at $0.85 per share. The next $1 million under the revolving credit facility
will be convertible by Laurus at a rate of $1.00 per share. Laurus has committed
to convert the full $1,500,000 into Common Stock on or prior to December 31,
2004.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As reported under Item 1.01 of this report, pursuant to Section 4(2) of the
Securities Act of 1933, SpaceDev issued 250,000 shares of its Preferred Shares
to Laurus which are convertible at any time after issuance into shares of
SpaceDev's Common Stock at a conversion rate of $1.54 per share, along with a
five-year warrant convertible into 487,000 shares of its Common Stock at an
exercise price of $1.77 per share. The Preferred Shares were issued for an
aggregate purchase price of $2,500,000. At the same time, SpaceDev's current
revolving credit facility was extended to $1.5 million. The $1.5 million
revolving credit facility is convertible into shares of SpaceDev's common stock
at a rate of $0.85 per share on the first $500,000, $1.00 per share on the next
$1 million, and then 103% of the volume weighted average closing price for the
ten (10) trading days prior to the last day of the period during which such $1.5
million has been converted.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Certificate of Designations dated as of August 25, 2004, by and between
SpaceDev, Inc. ("SpaceDev") and the Laurus Master Fund, Ltd. ("Laurus"). . . . . . . . 3.1
Certificate of Series C Preferred Stock, Dated August 25, 2004, by and among SpaceDev and Laurus 4.1
Form of Warrant, Dated August 25, 2004, by and among SpaceDev and Laurus. . . . . . . . . . . . 4.2
Security Purchase Agreement, Dated August 25, 2004, by and among SpaceDev and Laurus. . . . . . 10.1
Registration Rights Agreement, Dated August 25, 2004, by and among SpaceDev and Laurus. . . . . 10.2
Letter Agreement, Dated August 25, 2004, by and among SpaceDev and Laurus. . . . . . . . . . . 10.3
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.
Dated: August 30, 2004
SPACEDEV, INC.
/s/ Richard B. Slansky
----------------------
Richard B. Slansky,
Chief Financial Officer