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OMB APPROVAL
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OMB Number 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response 11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SpaceDev, Inc.
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(Name of Issuer)
$0.0001 par value common stock
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(Title of Class of Securities)
846241 10 7
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(CUSIP Number)
Susan C. Benson - 9208 Christopher Street, Fairfax, VA 22031 (571) 432-0969
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 2004
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE
CUSIP No. 84621 10 7
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Susan C. Benson
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
USA
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7. Sole Voting Power
NUMBER OF 4,372,147
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 497,413
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 4,627,147
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
497,413
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,124,560
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
25%
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14. Type of Reporting Person (See Instructions)
IN
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PAGE
ITEM 1. SECURITY AND ISSUER
SpaceDev, Inc. ("SpaceDev")
Common Stock, $0.0001 par value
13855 Stowe Drive
Poway, California 92064
ITEM 2. IDENTITY AND BACKGROUND
(a) Susan Benson
(b) 9208 Christopher Street, Fairfax, VA 22031
(c) N/A
(d) N/A
(e) N/A
(f) U.S. Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective November 18, 2004, Susan Benson entered into a property settlement
agreement with her husband, James W. Benson, whereby 4,372,147 shares previously
held by them as community property were transferred to Susan Benson. Susan
Benson has sole voting power and rights to disposition of such shares, which are
equal to approximately 21% of the outstanding common stock of the Company. In
addition, Mrs. Benson will receive one-half of vested options for 510,000 shares
of common stock in SpaceDev, and one-half of unvested options for 2,000,000
shares of common stock in SpaceDev, as well as one-half of all other options
received by Mr. Benson pursuant to his current employment agreement with the
Company in the future. Another 497,413 shares held by Space Development
Institute, and previously reported by Mr. Benson as being indirectly
beneficially owned by him, are subject to limitations on the voting and
disposition without the consent of Mrs. Benson.
No funds were transferred in exchange for the shares and options described
above.
ITEM 4. PURPOSE OF TRANSACTION
Securities received by Susan Benson as described in Item 3 above were received
as part of the property settlement agreement. Mrs. Benson has no current plans
to acquire additional securities in SpaceDev or to dispose of the securities
acquired in this transaction with the exception of the possible exercise of
options received in the transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Susan Benson holds 5,124,560 shares of the Company's common stock,
including shares issuable under fully vested options. In addition, she owns
options for an additional 1,000,000 shares which are unvested. 497,413 shares
held indirectly through Space Development Institute, a 501(c)(3) corporation,
are subject to limitations on her rights to vote and dispose of the shares.
Space Development Institute may only vote or dispose of the shares with the
consent of both Susan Benson and her husband, James W. Benson.
(b) As indicated under paragraph (a), Susan Benson does not have sole
voting rights to 497,413 shares held by Space Development Institute.
(c) Effective November 18, 2004, Susan Benson entered into a property
settlement agreement with her husband, James W. Benson, whereby 4,372,147 shares
held directly by Mrs. Benson with her husband as community property were
transferred to her. Susan Benson has sole voting power and rights to disposition
of such shares. Another 497,413 shares held by Space Development Institute and
previously reported by Mr. Benson as being indirectly beneficially owned by him
are subject to limitations on the voting and disposition without the consent of
James W. Benson.
(d) As indicated under paragraph (a), Susan Benson does not have sole
voting rights to 497,413 shares held by Space Development Institute. Space
Development Institute is governed by its board of directors, which will direct
the voting of the shares held by it in SpaceDev, as well as the distribution of
dividends on or proceeds from the sale of such shares.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Susan Benson has received one-half of all stock options issued to James W.
Benson from SpaceDev prior to the date of this report or to be issued pursuant
to his employment agreement with SpaceDev in the future. Pursuant to the
employment agreement dated January 21, 2000, as amended, Mr. Benson could
receive additional options to purchase up to 1,500,000 shares of
SpaceDev's common stock of which Mrs. Benson would be granted one-half, or
750,000. Currently, Susan Benson has rights to an option for 5,000 shares
exercisable at $0.9469 per share and options for 1,250,000 shares exercisable on
an escalating scale set forth in Mr. Benson's employment agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
PAGE
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
November 23, 2004
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Date
/s/ Susan C. Benson
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Signature
Susan C. Benson
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Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)