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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 22, 2000
(Date of earliest event reported)
SPACEDEV, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 000-28947 84-1374613
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
13855 Stowe Drive, Poway, CA 92064
(Address of Principal Offices, including zip code)
(858) 375-2000
(Registrant's telephone number, including area code)
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Item 6. Resignation of Registrant's Directors
On January 16, 2000, the Board elected Stanley W. Dubyn as an interim
director to the Registrant's Board of Directors beginning February 4, 2000. Mr.
Dubyn will also act as President and Chief Operating Officer of the Registrant
beginning on March 4, 2000. Phillip E. Smith resigned as Chief Operating Officer
for Registrant pursuant to a Separation and Release Agreement from his
employment agreement with the Registrant's California subsidiary, Integrated
Space Systems, Inc. ("ISS") on February 5, 2000.
The Registrant's Board of Directors currently consists of Charles H.
Lloyd, Wesley T. Huntress, James W. Benson and Stanley W. Dubyn. Following are
brief descriptions of the background and qualifications of each of the current
directors.
CHARLES H. LLOYD, age 49, has been retained as the Registrant's Chief
Financial Officer following resignation of that position by Thomas W. Brown on
November 3, 1999. Mr. Lloyd has also been named the CEO of the Company's ISS
subsidiary. Mr. Lloyd was formerly the CEO and President of International Launch
Services (ILS), a joint venture of Lockheed Martin Corporation, Khrunichev State
Research and Production Space Center and RSC Energia. During his tenure at ILS,
he was responsible for the development, expansion, and ongoing operation of the
joint venture. Lloyd aggressively marketed product lines globally, not only by
overcoming cultural barriers, but also by structuring the organization to
support multiple product and management requirements. He is credited with
developing strategic international relationships between the United States and
Russia, and with setting the industry standard for strict controls in the
transfer of technology. Lloyd and his team at ILS generated over a billion
dollars in new contracts and developed competitive markets in Asia, Europe, and
North America, all of which have provided increased revenues. Mr. Lloyd has
close to 20 years of senior management experience in high technology,
international service and manufacturing environments, with most of that time in
positions focused on operations management, marketing and finance and
administration. Prior to his employment with Lockheed and ILS, Mr. Lloyd held
several management positions at General Dynamics (GD). He was Vice President and
Managing Director, and responsible for the management and operations of General
Dynamics Commercial Launch Services. Prior to that, he was Vice President of
Finance and Controller of GD Space Systems, and Vice President of Finance and
Administration of GD Services Company. Mr. Lloyd began his career as a Senior
Financial Planning Analyst at Ford Motor Company in 1975. Mr. Lloyd holds a
Masters of Business Administration from the University of Michigan and earned
his Bachelor of Arts Degree in Finance from Virginia Polytechnic Institute and
State University.
WESLEY T. HUNTRESS, age 57, was elected to the Registrant's Board of
Directors as an Independent Director at the Registrant's annual shareholder
meeting held June 30, 1999. Dr. Huntress is currently Director of the
Geophysical Laboratory at the Carnegie Institution of Washington in Washington,
DC, where he leads an interdisciplinary group of scientists in the fields of
high-pressure science, astrobiology, petrology and biogeochemistry. Prior to his
appointment at Carnegie, Dr. Huntress served the Nation's space program as the
Associate Administrator for Space Science at NASA from October 1993 through
September 1998 where he was responsible for NASA's programs in astrophysics,
planetary exploration, and space physics. During his tenure, NASA space science
produced numerous major discoveries, and greatly increased the launch rate of
missions. These discoveries include the discovery of possible ancient microbial
life in a Mars meteorite; a possible subsurface ocean on Jupiter's moon Europa;
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the finding that gamma ray bursts originate at vast distances from the Milky Way
and are extraordinarily powerful; discovery of massive rivers of plasma inside
the Sun; and a wealth of announcements and images from the Hubble Space
Telescope, which have revolutionized astronomy as well as increased public
interest in the cosmos. Dr. Huntress also served as a Director of NASA's Solar
System Exploration Division from 1990 to 1993, and as special assistant to
NASA's Director of the Earth Science and Applications from 1988 to 1990. Dr.
Huntress came to NASA Headquarters from Caltech's Jet Propulsion Laboratory
(JPL). Dr. Huntress joined JPL as a National Research Council resident associate
after receiving is B.S. in Chemistry from Brown University in 1964 and his Ph.D.
in Chemical Physics from Stanford in 1968. He became a permanent research
scientist at JPL in 1969. He and his JPL team gained an international reputation
for their pioneering studies of chemical evolution in interstellar clouds,
comets and planetary atmospheres. At JPL Dr. Huntress served as co-investigator
for the ion mass spectrometer experiment in the Giotto Halley's Comet mission,
and as an interdisciplinary scientist for the Upper Atmosphere Research
Satellite and Cassini missions. He also assumed a number of line and research
program management assignments while at JPL, and spent a year as a visiting
professor in the Department of Planetary Science and Geophysics at Caltech.
JAMES W. BENSON, age 54, is the founder of the Registrant, and has
served as its Chief Executive Officer and President since inception. Mr. Benson
is also a Director of the Registrant, a position he has held since October 1997.
In 1984, Mr. Benson founded Compusearch Corporation (later renamed Compusearch
Software Systems), in McLean, Virginia. The company was based on use of personal
computers to create full text indexes of massive government procurement
regulations and to provide fast full text searches for any word or phrase; the
first instance of large scale, commercial implementation of PC-based full text
searching, which later grew to encompass such systems as worldwide web search
engines. Seeing related opportunities in document and image management, Mr.
Benson started the award-winning ImageFast Software Systems in 1989, which later
merged with Compusearch. In 1995, Mr. Benson sold Compusearch and ImageFast, and
retired at age fifty. After months of research, Mr. Benson started SpaceDev LLC,
which was acquired by the Registrant in October 1997. Mr. Benson holds a
Bachelor of Science degree in Geology from the University of Missouri. He
founded the non-profit Space Development Institute and introduced the $5,000
Benson Prize for Amateur Discovery of Near Earth Objects. He is also
Vice-Chairman and private sector representative on NASA's national Space Grant
Review Panel and a member of the American Society of Civil Engineers
subcommittee on Near Earth Object Impact Prevention and Mitigation.
STANLEY W. DUBYN is a director of the Registrant, a position he has
held since February 4, 2000, and will act as President and Chief Operating
Officer for the Registrant beginning March 4, 2000. Mr. Dubyn currently acts as
Senior Vice-President and Chief Operating Officer for Spectrum Astro, Inc. in
Manhattan Beach, California, a position he has held since October 1990 and which
he will resign prior to becoming an officer of the Registrant. In that capacity,
Mr. Dubyn has been responsible for overall cost, schedule and technical
management and oversight of company business activities with NASA, USAF, BMDO
DARPA, Classified and government customers, and has managed over $75 million in
prime contract revenue associated with spacecraft design, development,
manufacturing, integration, test, launch and on-orbit operation. He is directly
responsible for proposal management and winning a $1.5 billion NASA Goddard
Space Flight Center contract. Mr. Dubyn has managed subcontracts and suppliers
totaling over $34 million, many with new development technologies on compressed
delivery schedules, and has functioned as director of new business and marketing
for all classified, defense and NASA programs for Spectrum Astro. Concurrently
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with his employment for Spectrum Astro, Mr. Dubyn has acted as program manager
on the following projects: New Millennium Deep Space One (October 1995-February
1997), Mars-98 Orbiter & Lander (February 1995 - October 1995), MSTI-3 (May 1994
- - February 1995), MSTI-2 (November 1992 - May 1994), MSTI -1, where he also
acted as Chief Systems Engineer (November 1991 - November 1992) and DSP
Evolution Study (October 1991 - November 1992). Prior to going to work with
Spectrum Astro, Mr. Dubyn worked for TRW Space & Technology Group from June 1982
to October 1990, where he worked on a variety of classified projects in a myriad
of capacities, including Program Manager and Director of STS Training for the
Defense Projects Division. From May 1978 to June 1982, Mr. Dubyn worked for
Hughes Aircraft Company, Space & Communications Group in El Segundo, California
as a Mission and Systems Analyst, STS Integration Engineer and Preliminary
Design Engineer, and, from July 1977 to September 1997, Mr. Dubyn worked for
Rockwell International, B-1 Division s a Stuctural Analyst. Mr. Dubyn received
his Master of Science Degree, Aerospace Engineering in 1981, and a Bachelor of
Science Degree in Aerospace Engineering in 1978 from the University of Southern
California. He has been honored throughout his career with awards for
recognition and achievement, including the Hughes Aircraft Co. Masters
Fellowship Award in 1980 and American Institute of Aeronautics and Astronautics
Judging Awards in 1986, 1987 and 1988. In 1990, Mr. Dubyn received the TRW
Chairman's Award for Innovation.
A copy of the press release is attached as Exhibit 99 to this Form 8-K.
Item 5. Other Events.
On February 5, 2000, the Registrant negotiated Separation and Release
Agreements with Phillip E. Smith, Chief Operating Officer of Registrant and ISS,
and Jack Rubidoux, an employee of ISS, with whom ISS had employment agreements
binding these individuals to ISS and Registrant. Pursuant to the Separation and
Release Agreement with Jack Rubidoux, Registrant has agreed to pay his base
salary for the period from January 29, 1999 to February 11, 2000, a total of
$70,000. Mr. Rubidoux has agreed to be available to the Registrant for a period
of six months from the date of the agreement. Pursuant to the Separation and
Release Agreement with Phillip E. Smith, Registrant has agreed to pay off a
promissory note previously issued to Mr. Smith in six monthly installments, for
a total of $70,000, and to pay Mr. Smith his base salary of $90,000 for the
period from January 29, 1999 to February 11, 2000. Mr. Smith has agreed to make
himself available for meetings, introductions, review sessions, strategy
meetings and to otherwise assist Registrant and ISS for a period of six months.
All other claims of Mr. Smith and Mr. Rubidoux have been released, including
claims to back-salary and authorized but unissued stock options under
Registrant's 1999 Employee Stock Option Plan.
Item 7. Exhibits
99. Press Release, dated February 2, 2000.
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SIGNATURE
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.
Dated: February 22, 2000 By: /s/ James W. Benson
------------------------
Name: James W. Benson
Title: President
EXHIBIT 99. - PRESS RELEASE
EXHIBIT 99.
TUESDAY FEBRUARY 22, 7:02 AM EASTERN TIME
COMPANY PRESS RELEASE
SPACEDEV NAMES STAN DUBYN PRESIDENT & CHIEF OPERATING OFFICER
LEADER IN SMALL-SATELLITE ARENA CONTINUES PUSH INTO AFFORDABLE AND CAPABLE SPACE
SYSTEMS
POWAY, Calif.--(BUSINESS WIRE)--Feb. 22, 2000--SpaceDev Inc. (OTCBB:SPDV -
news), the world's first commercial space exploration and development company,
today announced that Stan Dubyn, one of the world's most accomplished leaders in
the space industry's small-satellite sector, has been appointed chief operating
officer and president.
Dubyn, previously COO and senior vice president at Spectrum Astro Inc. (Gilbert,
Ariz.) will provide executive leadership in acquisitions, business development
and operational functions for SpaceDev.
Commenting on Dubyn's appointment, SpaceDev Chairman and CEO Jim Benson said: "I
believe space commercialization is poised for a wave of hyper-growth, and Stan
will help ensure SpaceDev's premier position in providing small, commercial,
turnkey mission solutions throughout the solar system. Stan's excellent
reputation for serving the needs of space customers, especially in
Earth-orbiting an deep-space missions, will be a great asset to our team of
remarkably talented professionals."
As one of the principals of the privately held Spectrum Astro, Dubyn was
instrumental in helping build the company into a leading supplier of satellites
and subsystems to the government. Under Stan's leadership, Spectrum won system
and subsystem contracts from the U.S. Department of Defense and NASA on such
missions as MSTI-1, -2 and -3, New Millennium Deep Space 1, HESSI and Swift.
Additionally, he led the proposal and development teams for both Rapid-I and
Rapid-II spacecraft catalog activities, procured by NASA's Goddard Space Flight
Center.
"I believe SpaceDev's goal of providing small, more affordable yet profitable
mission solutions and expanding the entire commercial space enterprise will
result in a rapid-growth, high-tech business unlike that of the traditional low
P/E ratio aerospace and defense contractors. I look forward to the fun,
challenges and excitement of working with the phenomenal team of people that Jim
has assembled at SpaceDev and ISS. The millennium is upon us, and the future is
limitless!" said Dubyn.
Dubyn began his space career in 1978, after earning his bachelor of science in
aerospace engineering from USC. While at Hughes (NYSE:GMH - news), he was
awarded a Hughes Masters Fellowship, and returned to USC for his master of
science in aerospace engineering, awarded in 1981.
At Hughes, he held positions as mechanical design engineer, systems engineer,
mission analyst and operations technical advisor on GOES, GMS, LEASAT, HS-318
and HS-350. At TRW (NYSE:TRW - news), where he served for nine years, Dubyn held
several system engineering and program management positions on DSP, BSTS and a
wide variety of classified space programs.
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About SpaceDev
SpaceDev offers low-cost commercial mission and spacecraft designs for lunar
orbiters, Mars orbiters and probe carriers, and asteroid rendezvous and landers
for sale as turnkey commercial products, a first for the industry. Also a first,
SpaceDev offers fixed-price package delivery for science instruments and
technology demonstrations into Earth orbit, deep space and to other planetary
bodies.
SpaceDev designs and sells small, low-cost Earth-orbiting commercial or research
satellites. For the Air Force, the company has recently designed inexpensive
orbital transfer vehicles (e.g. satellite inspectors), and secondary payload
micro-kick motors. SpaceDev has acquired hybrid sounding rocket, motor and
launch vehicle designs, and intellectual property rights produced by the former
American Rocket Co. (AMROC).
Established in 1997, SpaceDev (www.spacedev.com) is the world's first commercial
space exploration and development company. SpaceDev's corporate offices, its
wholly owned subsidiary Integrated Space Systems (ISS, www.spaceinc.com) and the
firm's Space Missions Division are located near San Diego in Poway.
Forward-Looking Statements
The foregoing news release includes numerous forward-looking statements
concerning the company's business and future prospects and other similar
statements that do not concern matters of historical fact. The federal
securities laws provide a limited "safe harbor" for certain forward-looking
statements. Forward-looking statements in this news release relating to product
development, business prospects and development of a commercial market for
technological advances are based on the company's current expectations. The
company's current expectations are subject to all of the uncertainties and risks
customarily associated with new business ventures including, but not limited to,
market conditions, successful product development and acceptance, competition
and overall economic conditions, as well as the risk of adverse regulatory
actions. The company's actual results may differ materially from current
expectations. Readers are cautioned not to put undue reliance on forward-looking
statements. The company disclaims any intent or obligation to update publicly
these forward-looking statements, whether as a result of new information, future
events or for any other reason.
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CONTACT:
SpaceDev Inc., Poway
Jim Benson, 858/375-2020
or
The Financial Relations Board Inc., Los Angeles
310/442-0599
Steven Canup (General Information)
Jill Fukuhara (Investor Contact)
Mary Tokita (Media Contact)
