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 August 23, 2004 --------------- Date of Report (Date of earliest event reported) 000-28947 ------------- Commission File Number SPACEDEV, INC. ------------------------ (Exact name of registrant as specified in its charter) Colorado 84-1374613 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 13855 Stowe Drive, Poway, California 92064 -------------------------------------------------------------- (Address of principal executive offices) (858) 375-2030 -------------------- (Issuer's telephone number, including area code) N/A ----- (Former name, former address and former fiscal year, 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) [ ] 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)) ITEM 1.01 MATERIAL DEFINITIVE AGREEMENTS On August 30, 2004, SpaceDev, Inc. ("SpaceDev") received a contract signed by the Air Force Research Laboratories on August 23, 2004, to begin development of small satellite bus technologies with an emphasis on standards and responsiveness to on-demand needs. SpaceDev's contract with AFRL calls for the development of a standardized small spacecraft bus that is modular and provides a scalable, networked architecture. SpaceDev will define standard payload and launch vehicle interfaces to enable a variety of payloads to be rapidly launched on a variety of launch vehicles. SpaceDev will extend its use of TCP/IP in space. SpaceDev will incorporate autonomous satellite commissioning with the goal of the satellite being fully functional after only one orbit. The contract total is $739,135.00 and is a cost plus fixed fee contract. The contract is expected to take up to 18 months to complete. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Air Force Research Laboratories contract with SpaceDev dated as of August 23, 2004 . . 10.1 Air Force Research Laboratories Statement of Work* . . . . . . . . . . . . . . . . . . . . 10.2 * Registrant requested confidential treatment pursuant to Rule 406 for a portion of the referenced exhibit and has separately filed such exhibit with the Commission. 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. Dated: August 31, 2004 SPACEDEV, INC. /s/ Richard B. Slansky ---------------------- Richard B. Slansky, Chief Financial Officer