Item
2.02. Results of Operations and Financial
Condition.
On
November 9, 2007, we issued a press release announcing our financial results
for
the three and nine months ended September 30, 2007. A copy of the press release
is attached as Exhibit 99.2 to this report.
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Principal Officer; Compensatory Arrangements of Certain
Officers.
Resignation
of a Director.
On
November 8, 2007, Dr. Wesley T. Huntress resigned as a member of our Board
of
Directors. Dr. Huntress is retiring after a long and valued
service. Dr. Huntress has been a member of our board of directors
since June 1999, and most recently was a member of our Audit Committee and
Nominating and Corporate Governance Committee.
Election
of New Directors.
On
November 8, 2007, our Board of Directors appointed Scott Hubbard and Hans
Steininger as directors, effective immediately. Mr. Hubbard is a
former NASA Ames Research Center Director and currently consulting professor
in
Stanford’s Department of Aeronautics and Astronautics. Mr. Hubbard's
30 year career in space and aerospace includes 20 years with NASA. In addition
to being a member of our Board of Directors, he has been selected to serve
on
our Audit, Nominating and Corporate Governance, and Government Security
committees. Mr. Steininger is Chief Executive Officer of MT Aerospace
AG, a globally recognized space structures manufacturing company, and will
serve
as a non-independent director, due to his beneficial ownership in the OHB
Technology AG and MT Aerospace AG investment in SpaceDev. Mr. Hubbard
was appointed to fill the vacancy left by the departure of Dr. Wesley T.
Huntress and Mr. Steininger was appointed as part of the terms of our September
14, 2007 Stockholder Agreement with OHB Technology AG, and MT Aerospace
AG.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 8, 2007, our board of directors passed a resolution amending Article
VI, Section 6.1 of our Bylaws, effective immediately, allowing for the
possibility that our Board could in the future act to require that all shares
be
uncertified, which was needed for any potential future listing on NASDAQ, the
AMEX or the NYSE. The previous Section 6.1 required that certificated
shares be available.
Item
9.01. Financial
Statements and Exhibits.
Exhibits.
|
3.1
|
Amended
and Restated Bylaws of SpaceDev, Inc., a Delaware
Corporation
|
|
|
99.1
|
|
Board
Member Press Release Dated November 8, 2007
|
|
99.2
|
Financial
Earnings Press Release Dated November 9,
2007
|
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.
SPACEDEV,
INC.
Date: November
9,
2007 By: /s/
RICHARD B. SLANSKY
Richard
B.
Slansky
President
& Chief Financial Officer