Form 8-K
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):
June 29, 2007
SPACEDEV,
INC.
(Exact
name of registrant as specified in its charter)
|
Colorado
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000-28947
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84-1374613
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer Identification Number)
|
13855
Stowe Drive, Poway, California 92064
(Address
of principal executive offices, with zip code)
(858)
375-2000
(Registrant's
telephone number, including area code)
n/a
(Former
name or former address, 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)
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| |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
Into a Material Definitive Agreement.
Item
3.02. Unregistered
Sales of Equity Securities.
On
June
29, 2007, we issued 500,000 shares of common stock to Laurus Master Fund Ltd.
upon Laurus’ exercise of 500,000 warrants for $290,000 cash; i.e., at a
specially reduced exercise price of $0.58 per share. These warrants had been
issued to Laurus and other purchasers as part of a series of 1,135,138 warrants
in connection with the securities purchase agreement relating to the issuance
of
our Series D-1 Preferred Stock in January 2006; in previous filings we have
referred to this series of warrants as the “common stock warrants.” The original
exercise price of such warrants was $1.51 per share. On May 31, 2007, we offered
to the holders of these warrants the opportunity to exercise the warrants at
a
specially reduced price to be calculated as 80% times the volume weighted
average price of our common stock for the 20 trading days preceding the
warrantholder’s acceptance of the offer. Although this written offer expired by
its terms on June 15, 2007, we orally renewed the offer to June 29, 2007 and
Laurus accepted (as to 500,000 of the 639,203 warrants of this series owned
by
Laurus) the orally renewed offer on June 29, 2007; the VWAP for the 20 trading
days preceding June 29, 2007 was $0.725 per share. Due to a ratchet antidilution
provision in the warrants of this series, the exercise price of the remaining
635,138 warrants of the series (including the remaining 139,203 warrants of
this
series owned by Laurus) has been reduced to $0.58 per share as a result of
this
transaction, and otherwise the remaining warrants remain in full force and
effect in accordance with their original terms.
The
issuance of these shares was exempt from the Securities Act registration
requirements by virtue of Section 4(2) of the Securities Act.
*
* *
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:
July 6, 2007 By: /s/
Richard B. Slansky
Richard
B.
Slansky
President
and Chief Financial
Officer