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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
September 5, 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)
Item 5. Other Events
Appointment of Independent Director
Effective September 5, 2000, Registrant appointed Mr. Curt Dean Blake
as an interim director to the Registrant's Board of Directors. Mr. Blake will
act as one of two independent directors to the Board, the other being Mr. Wesley
T. Huntress (who has served on the board since Registrant's annual meeting held
June 30, 1999.
Mr. Blake brings to the SpaceDev Board years of top-level experience in
rapid growth, high-tech media-related companies. Mr. Blake's strengths include
media deal negotiation, corporate strategy, intellectual property rights,
mergers and acquisitions and public company legal experience.
Mr. Blake acted as the Chief Operating Officer of the Starwave
Corporation from 1993 until 1999, where he managed business development,
finance, legal and business affairs, and operations for the world's most
successful collection of content sites on the Internet. During that time, he
developed business strategies, financial models, and structured and negotiated
venture agreements for Starwave's flagship site, ESPN Sportszone, at that time
the highest traffic destination site on the Internet. He also developed and
negotiated venture agreements with the NBA, NFL, Outside Magazine and NASCAR to
create sites around these brands. Mr. Blake negotiated sale of controlling
interest in Starwave Corporation to Disney/ABC (NYSE:DIS).
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Prior to Starwave, Mr. Blake worked at Corbis from 1992 to 1993, where
he led the acquisitions and licensing effort to fulfill Bill Gates's vision of
creating the largest taxonomic database of digital images in the world. Mr.
Blake acted as General Counsel to Aldus Corporation (now NASDAQ:ADBE) from 1989
to 1992, where he was responsible for all legal matters of the $125 million
public corporation and its subsidiaries. Prior to that, Mr. Blake was an
attorney at Shidler, McBroom, Gates and Lucas, during which time he was assigned
as onsite counsel to the Microsoft Corporation (Nasdaq:MSFT) where he was
primarily responsible for the domestic OEM/Product Support and Systems Software
divisions.
Mr. Blake has an MBA and JD from the University of Washington.
Legal Proceedings
In March 1999, Space Innovations Limited (SIL), a then subsidiary of
Registrant, won a contract to build the satellite bus (structural chassis and
some avionics) for an Australian domestic spacecraft project, FedSat. SIL was to
deliver the bus to the Cooperative Research Centre for Satellite Systems (CRCSS)
in early 2000, and FedSat was intended to be launched as a secondary or
"piggyback" satellite on a National Space Development Agency of Japan (NASDA)
H-IIA rocket in November 2000. In connection with the CRCSS agreement, SIL was
required to provide a performance bond and, as SIL's parent corporation,
Registrant obtained a performance bond from Technical & General Guarantee
Company Limited, an English company (T&G). In conjunction with that guarantee,
Registrant was required to enter into a Deed of Counter Indemnity with T&G
providing for the indemnification of T&G against any losses, costs, damages,
expenses and demands arising out of SIL's actual and contingent liability under
the performance bond.
On December 17, 1999, the Company's Board of Directors entered into a
Mutual Release and Rescission of Agreement ("Release Agreement") to rescind the
original acquisition of SIL, effective October 1, 1998. SIL has since filed for
bankruptcy under the laws of England. On or about September 5, 2000, Registrant
received a demand from T&G under the Deed of Counter Indemnity for $300,000
Australian Dollars (approximately $162,600 United States Dollars) based on SIL's
alleged failure to perform under the contract. Registrant is in the process of
investigating the claim(s) made against the performance bond upon which this
demand is being made. In the event Registrant is required to indemnify T&G on
the demand, it is Registrant's intention to pursue indemnification against SIL
to the extent allowed by the bankruptcy laws of England.
Item 7. Exhibits
10.1 Mutual Rescission and Release of Share Acquisition
Agreement*
10.2 Deed of Counter-Indemnity dated August 28, 1999.
99.1 Press Release, dated September 6, 2000.
*Incorporated by reference from Registrant's Registration Statement on Form
10-SB filed January 18, 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: September 20, 2000 By: /s/ James W. Benson
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Name: James W. Benson
Title: Chief Executive Officer
