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): FEBRUARY 15, 2006
-------------------------------------------
SPACEDEV, INC.
(Exact Name of Registrant as Specified in Charter)
COLORADO 000-28947 84-1374613
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
13855 STOWE DRIVE, POWAY, CALIFORNIA 92064
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (858) 375-2030
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
ITEM 8.01 OTHER EVENTS.
On February 15, 2006, the SEC declared effective our registration statement on
Form SB-2 (File No. 333-131778), Amendment No. 1, which we filed with the SEC on
February 14, 2005. We filed this registration statement to register the resale
of shares of common stock issued pursuant to a securities purchase agreement
entered into in October 2005 with an accredited investor, and shares that may be
issued upon exercise of warrants granted in connection with that financing. In
addition, the registration statement included shares of common stock that may be
issued upon conversion or redemption of shares of our Series D Preferred Stock,
which were issued pursuant to a securities purchase agreement entered into in
January 2006 with selected accredited investors, shares of common stock that may
be issued as dividends on the Series D Preferred Stock or otherwise in
connection with the terms applicable to the Series D Preferred Stock and shares
of common stock that may be issued upon the exercise of warrants granted in
connection with that financing. Our company will not receive any proceeds from
sales of common stock by the selling stockholders, but may receive proceeds upon
the exercise of warrants held by the selling stockholders.
PAGE
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: February 15, 2006 By: /s/ RICHARD B. SLANSKY
---------------------------------------
Richard B. Slansky
President & Chief Financial Officer