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: JUNE 30, 2005 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)) ----------------------------------------------------------- PAGE ITEM 1.01 MATERIAL DEFINITIVE AGREEMENTS On June 27, 2005, SpaceDev, Inc., ("SpaceDev") was awarded a subcontract by Andrews Space, Inc. ("Andrews") of Seattle which calls for the design, development, launch, and operation of a small low cost spacecraft on a mission to the Lunar L1 point to demonstrate key technologies and advanced orbital mechanics in support of NASA's Human and Robotics Technology ("H&RT") SmallTug Program to explore the Moon and Mars. The subcontract is part of a larger $18.7 million contract awarded to Andrews by NASA and is expected to be completed in several phases. The value of the current SpaceDev subcontract is $1,249,493 and is a firm fixed price subcontract. The current subcontract phase is expected to take approximately nine months to complete. 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 June 30, 2005. SPACEDEV, INC. By: /s/ Richard B. Slansky --------------------------------------- Richard B. Slansky President & Chief Financial Officer ---------------------------------------