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OMB APPROVAL
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OMB Number 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response 11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SpaceDev, Inc.
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(Name of Issuer)
$0.0001 par value common stock
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(Title of Class of Securities)
846241 10 7
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(CUSIP Number)
Richard B. Slansky - 13855 Stowe Drive, Poway, California 92064 (858) 375-2030
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 2005
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE
CUSIP No. 84621 10 7
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Richard B. Slansky
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
USA
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7. Sole Voting Power
NUMBER OF 110,723
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 2,235,723
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,235,723
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
8.36%
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14. Type of Reporting Person (See Instructions)
IN
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PAGE
ITEM 1. SECURITY AND ISSUER
SpaceDev, Inc. ("SpaceDev")
Common Stock, $0.0001 par value
13855 Stowe Drive
Poway, California 92064
ITEM 2. IDENTITY AND BACKGROUND
(a) Richard B. Slansky
(b) 13855 Stowe Dr. Poway, CA. 92064
(c) President, Chief Financial Officer, Secretary and Director of SpaceDev,
the address for which is set forth above.
(d) N/A
(e) N/A
(f) U.S. Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Slansky has purchased with personal funds 110,723 shares of common
stock of SpaceDev. Of such shares, he purchased 38,462 shares for $15,000 in
cash in a private transaction in 2003 with Mr. Skarupa, the Company's former
Vice President of Operations, an additional 38,462 shares for $15,000 in cash by
exercising warrant rights which were transferred to Mr. Slansky by Mr. Skarupa,
25,000 shares for $12,750 in cash by exercising options granted to Mr. Slansky
by SpaceDev and other shares acquired in open market transactions through Mr.
Slansky's participation in SpaceDev's employee stock purchase plan. In addition,
Mr. Slansky has vested options to purchase up to an aggregate of 2,125,000
shares at varying prices. All options that were granted on December 20, 2005 in
connection with his employment by SpaceDev were vested at time of grant and,
subject to certain limitations, the option may be exercised by means of a net
exercise provision by surrendering shares with a fair market value of the
exercise price upon exercise. All remaining options that Mr. Slansky held that
were granted prior to December 20, 2005 and remained un-vested on December 20,
2005 were also deemed vested due to the Board of Directors accelerating all
un-vested options.
ITEM 4. PURPOSE OF TRANSACTION
The shares were purchased by Mr. Slansky for investment. Mr. Slansky does
not have any current or specific plans or proposals of the type required to be
reported herein, although he may from time to time be involved in developing or
analyzing plans or proposals that could affect SpaceDev in connection with the
services he renders to SpaceDev as a part of his employment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Slansky is deemed to be the beneficial owner of 2,235,723 shares of
common stock, or 8.36% of the outstanding shares, including the shares that
would be outstanding if the shares that Mr. Slansky has the right to purchase
were actually outstanding. Included in this amount are 2,155,000 shares subject
to options granted to Mr. Slansky in connection with his employment by SpaceDev.
Thus, of the shares as to which Mr. Slansky is deemed to be the beneficial
owner, Mr. Slansky has sole voting power with respect to 110,723 shares and
shared voting power with respect to 0 shares, and Mr. Slansky has sole
dispositive power with respect to all 2,235,000 shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
PAGE
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 30, 2005
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Date
/s/ Richard B. Slansky
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Richard B. Slansky
President & Chief Financial Officer
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Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)