UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: NOVEMBER 18, 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))
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Item 5.01 Changes in Control of Registrant
Effective November 18, 2004, Mr. Benson entered into a property settlement
agreement with his wife, Susan Benson, whereby 4,289,647 shares previously held
by them as community property were transferred to Susan Benson. Susan Benson has
sole voting power and rights to disposition of such shares, which are equal to
approximately 21% of the outstanding common stock of the Company. In addition,
Mrs. Benson will receive one-half of vested options for 510,000 shares of common
stock in SpaceDev, and one-half of unvested options for 2,000,000 shares of
common stock in SpaceDev, as well as one-half of all other options received by
Mr. Benson pursuant to his current employment agreement with the Company in the
future. Another 497,413 shares held by Space Development Institute, and
previously reported by Mr. Benson as being indirectly beneficially owned by him,
are subject to limitations on the voting and disposition without the consent of
Mrs. Benson.
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 November 23, 2004.
SPACEDEV, INC.
By: /s/ Richard B. Slansky
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Richard B. Slansky
President and
Chief Financial Officer
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