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: OCTOBER 5, 2004 SPACEDEV, INC. (Exact Name of Registrant as Specified in Charter) COLORADO 000-28947 84-1374613 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification Number) 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: [ ] 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 Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Item 1.01 Entry into a Material Definitive Agreement Effective September 29, 2004, SpaceDev, Inc. was awarded a Phase II Small Business Innovation Research ("SBIR") contract by the Air Force Research Lab ("AFRL") for the continued design and development of the SpaceDev Streaker(TM) small launch vehicle ("SLV"). We were awarded Phase I of the contract on July 9, 2003 for the initial design and development of the SLV. The Phase II contract is a cost plus, fixed fee contract with a total value of approximately $1,556,980. The contract is milestone-based, and the fixed fee and estimated costs will be paid as accrued, in regular installments, based upon the percentage of completion of work. The funds will be used to develop and test fire our large Common Core Booster for the SpaceDev Streaker(TM) launch vehicle. The estimated completion date of the contract is May 28, 2008. 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 as of October 5, 2004. SPACEDEV, INC. By: /s/ Richard B. Slansky --------------------------------- Richard B. Slansky Chief Financial Officer -------------------------