UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): MARCH 28, 2006 SPACEDEV, INC. (Exact Name of Registrant as Specified in Charter) COLORADO 000-28947 84-1374613 State or Other Jurisdiction (IRS Employer of Incorporation) (Commission File Number) Identification No.) 13855 STOWE DRIVE, POWAY, CALIFORNIA 92064 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (858) 375-2000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) PAGE 1 ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On March 28, 2006, we issued a press release announcing our financial results for the year ended December 31, 2005. The Company recorded its twelfth consecutive quarter of revenue growth and eighth consecutive quarter of operating profit. A copy of the press release is attached as Exhibit 99.1 to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release, released March 28, 2006 PAGE 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPACEDEV, INC. Date: March 28, 2006 By: /s/ Richard B. Slansky -------------------------------------------- Richard B. Slansky President & Chief Financial Officer