UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SPACEDEV, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
846241107
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(CUSIP Number)
December 31, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
CUSIP No. 846241107
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Master Fund, Ltd.
98-0337673
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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
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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5 SOLE VOTING POWER
2,032,520 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,032,520 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,032,520 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,032,520 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,520 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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----------
* As of December 31, 2005, Laurus Master Fund, Ltd. (the "Fund") held (i)
a warrant (the "June Warrant") to acquire 200,000 shares of the common stock,
par value $0.001 per share (the "Shares"), of SpaceDev, Inc., a Colorado
corporation (the "Company"), at an exercise price of $0.6095 per share for the
first 125,000 Shares acquired thereunder, $0.6625 per share for the next 50,000
Shares acquired thereunder and $0.7685 per share for the remaining Shares
acquired thereunder, subject in each case to certain adjustments, (ii) a warrant
(the "Second June Warrant") to acquire 50,000 Shares at an exercise price of
$0.6625 per share, (iii) 248,460 Series C Preferred Shares (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per share, (iv) a warrant (the "August Warrant") to acquire 487,000
Shares at an exercise price of $1.77 per share, (v) a warrant (the "October
Warrant") to acquire 450,000 Shares at an exercise price of $1.93 per share and
(vi) 2,032,520 Shares. Each of the June Warrant, the Second June Warrant, the
Series C Preferred, the August Warrant and the October Warrant contains an
issuance limitation prohibiting the Fund from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Fund of
more than 4.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is managed by
Laurus Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
CUSIP No. 846241107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Laurus Capital Management, LLC
13-4150669
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
2,032,520 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,032,520 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,032,520 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,032,520 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,520 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
--------------------------------------------------------------------------------
----------
* As of December 31, 2005, Laurus Master Fund, Ltd. (the "Fund") held (i)
a warrant (the "June Warrant") to acquire 200,000 shares of the common stock,
par value $0.001 per share (the "Shares"), of SpaceDev, Inc., a Colorado
corporation (the "Company"), at an exercise price of $0.6095 per share for the
first 125,000 Shares acquired thereunder, $0.6625 per share for the next 50,000
Shares acquired thereunder and $0.7685 per share for the remaining Shares
acquired thereunder, subject in each case to certain adjustments, (ii) a warrant
(the "Second June Warrant") to acquire 50,000 Shares at an exercise price of
$0.6625 per share, (iii) 248,460 Series C Preferred Shares (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per share, (iv) a warrant (the "August Warrant") to acquire 487,000
Shares at an exercise price of $1.77 per share, (v) a warrant (the "October
Warrant") to acquire 450,000 Shares at an exercise price of $1.93 per share and
(vi) 2,032,520 Shares. Each of the June Warrant, the Second June Warrant, the
Series C Preferred, the August Warrant and the October Warrant contains an
issuance limitation prohibiting the Fund from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Fund of
more than 4.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is managed by
Laurus Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
CUSIP No. 846241107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
David Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
2,032,520 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,032,520 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,032,520 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,032,520 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,520 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
----------
* As of December 31, 2005, Laurus Master Fund, Ltd. (the "Fund") held (i)
a warrant (the "June Warrant") to acquire 200,000 shares of the common stock,
par value $0.001 per share (the "Shares"), of SpaceDev, Inc., a Colorado
corporation (the "Company"), at an exercise price of $0.6095 per share for the
first 125,000 Shares acquired thereunder, $0.6625 per share for the next 50,000
Shares acquired thereunder and $0.7685 per share for the remaining Shares
acquired thereunder, subject in each case to certain adjustments, (ii) a warrant
(the "Second June Warrant") to acquire 50,000 Shares at an exercise price of
$0.6625 per share, (iii) 248,460 Series C Preferred Shares (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per share, (iv) a warrant (the "August Warrant") to acquire 487,000
Shares at an exercise price of $1.77 per share, (v) a warrant (the "October
Warrant") to acquire 450,000 Shares at an exercise price of $1.93 per share and
(vi) 2,032,520 Shares. Each of the June Warrant, the Second June Warrant, the
Series C Preferred, the August Warrant and the October Warrant contains an
issuance limitation prohibiting the Fund from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Fund of
more than 4.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is managed by
Laurus Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
CUSIP No. 846241107
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Eugene Grin
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
2,032,520 shares of Common Stock.*
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,032,520 shares of Common Stock.*
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,032,520 shares of Common Stock.*
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,032,520 shares of Common Stock.*
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,032,520 shares of Common Stock.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |X|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.3%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
--------------------------------------------------------------------------------
----------
* As of December 31, 2005, Laurus Master Fund, Ltd. (the "Fund") held (i)
a warrant (the "June Warrant") to acquire 200,000 shares of the common stock,
par value $0.001 per share (the "Shares"), of SpaceDev, Inc., a Colorado
corporation (the "Company"), at an exercise price of $0.6095 per share for the
first 125,000 Shares acquired thereunder, $0.6625 per share for the next 50,000
Shares acquired thereunder and $0.7685 per share for the remaining Shares
acquired thereunder, subject in each case to certain adjustments, (ii) a warrant
(the "Second June Warrant") to acquire 50,000 Shares at an exercise price of
$0.6625 per share, (iii) 248,460 Series C Preferred Shares (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per share, (iv) a warrant (the "August Warrant") to acquire 487,000
Shares at an exercise price of $1.77 per share, (v) a warrant (the "October
Warrant") to acquire 450,000 Shares at an exercise price of $1.93 per share and
(vi) 2,032,520 Shares. Each of the June Warrant, the Second June Warrant, the
Series C Preferred, the August Warrant and the October Warrant contains an
issuance limitation prohibiting the Fund from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Fund of
more than 4.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is managed by
Laurus Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
Item 1(a). Name of Issuer: SPACEDEV, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
13855 Stowe Drive, Poway, CA 92064
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd.
This Schedule 13G, as amended, is also filed on behalf of Laurus
Capital Management, LLC, a Delaware limited liability company,
Eugene Grin and David Grin. Laurus Capital Management, LLC manages
Laurus Master Fund, Ltd. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital
Management, LLC and share sole voting and investment power over the
shares owned by Laurus Master Fund, Ltd. Information related to each
of Laurus Capital Management, LLC, Eugene Grin and David Grin is set
forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence: c/o
Laurus Capital Management, LLC, 825 Third Avenue, 14th Floor, New
York, NY 10022
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 846241107
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 2,032,520 shares of Common Stock*
(b) Percent of Class: 8.3%*
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,032,520 shares of
Common Stock*
(ii) shared power to vote or to direct the vote: 2,032,520 shares
of Common Stock*
(iii) sole power to dispose or to direct the disposition of:
2,032,520 shares of Common Stock*
iv) shared power to dispose or to direct the disposition of:
2,032,520 shares of Common Stock*
Item 5. Ownership of Five Percent or Less of a Class: Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not
applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable
Item 8. Identification and Classification of Members of the Group: Not
applicable
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
----------
* As of December 31, 2005, Laurus Master Fund, Ltd. (the "Fund") held (i)
a warrant (the "June Warrant") to acquire 200,000 shares of the common stock,
par value $0.001 per share (the "Shares"), of SpaceDev, Inc., a Colorado
corporation (the "Company"), at an exercise price of $0.6095 per share for the
first 125,000 Shares acquired thereunder, $0.6625 per share for the next 50,000
Shares acquired thereunder and $0.7685 per share for the remaining Shares
acquired thereunder, subject in each case to certain adjustments, (ii) a warrant
(the "Second June Warrant") to acquire 50,000 Shares at an exercise price of
$0.6625 per share, (iii) 248,460 Series C Preferred Shares (the "Series C
Preferred") of the Company convertible into Shares at a fixed conversion price
of $1.54 per share, (iv) a warrant (the "August Warrant") to acquire 487,000
Shares at an exercise price of $1.77 per share, (v) a warrant (the "October
Warrant") to acquire 450,000 Shares at an exercise price of $1.93 per share and
(vi) 2,032,520 Shares. Each of the June Warrant, the Second June Warrant, the
Series C Preferred, the August Warrant and the October Warrant contains an
issuance limitation prohibiting the Fund from exercising those securities to the
extent that such exercise would result in beneficial ownership by the Fund of
more than 4.99% of the Shares then issued and outstanding (the "Issuance
Limitation"). The Issuance Limitation may be waived by the Fund upon 75 days
prior notice to the Company and shall automatically become null and void upon
the occurrence and/or continuance of an event of default (as defined in and
pursuant to the terms of the applicable instrument). The Fund is managed by
Laurus Capital Management, LLC. Eugene Grin and David Grin, through other
entities, are the controlling principals of Laurus Capital Management, LLC and
share sole voting and investment power over the securities owned by the Fund
reported in this Schedule 13G, as amended.
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.
February 14, 2006
---------------------------
Date
/s/ Eugene Grin
---------------------------
Eugene Grin
Director
APPENDIX A
A. Name: Laurus Capital Management, LLC, a Delaware
limited liability company
Business 825 Third Avenue, 14th Floor
Address: New York, New York 10022
Place of Organization: Delaware
B. Name: Eugene Grin
Business 825 Third Avenue, 14th Floor
Address: New York, New York 10022
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
C. Name: David Grin
Business 825 Third Avenue, 14th Floor
Address: New York, New York 10022
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: Israel
Each of Laurus Capital Management, LLC, Eugene Grin and David Grin hereby
agrees, by their execution below, that the Schedule 13G, as amended, to which
this Appendix A is attached is filed on behalf of each of them, respectively.
Laurus Capital Management, LLC
/s/ Eugene Grin
-------------------------------------
Eugene Grin
Principal
February 14, 2006
/s/ Eugene Grin
-------------------------------------
Eugene Grin, on his individual behalf
February 14, 2006
/s/ David Grin
-------------------------------------
David Grin, on his individual behalf
February 14, 2006