<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a_101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, For Use of the
[_] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a_6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a_11(c) or Rule 14a_12
SpaceDev, Inc.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a_6(i)(1) and 0_11.
N/A
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
N/A
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
N/A
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0_11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
N/A
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
N/A
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0_11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[SpaceDev Logo Here]
13855 Stowe Drive
Poway, California 92064
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 17, 2000
TO THE SHAREHOLDERS OF SPACEDEV, INC.:
The annual meeting of the shareholders of SpaceDev, Inc. (the
"Company") will be held at 13855 Stowe Drive, Poway, California 92064, on July
17, 2000, at 9:00 A.M. for the following purpose:
1. To elect a Board of Directors for the Company.
2. To approve the continuation of Nation Smith Hermes Diamond,
Accountants & Consultants, P.C. as the Company's independent
public accountants for the fiscal year ending December 31,
2000.
3. To approve an amendment to the Company's Stock Option Plan of
1999 to increase the number of common shares subject to the
plan from one million (1,000,000) to thirty percent (30%) of
the total outstanding shares, to be adjusted annually by the
Company's Board of Directors.
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT YOU VOTE FOR EACH
OF THE NOMINEES TO THE BOARD OF DIRECTORS AND RECOMMENDS THAT YOU VOTE "FOR"
APPROVAL OF EACH OTHER ITEM LISTED ON THIS NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS.
Shareholders of record at the close of business on May 31, 2000, are
the only persons entitled to notice of and to vote at the meeting.
Your attention is directed to the attached Proxy Statement. WHETHER OR
NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE FILL IN, SIGN, DATE
AND MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE COMPANY
FURTHER SOLICITATION EXPENSE. If you are present at the meeting, you may then
revoke your proxy and vote in person, as explained in the Proxy Statement in the
section entitled "ANNUAL MEETING OF SHAREHOLDERS - JULY 17, 2000." A return
envelope is enclosed for your convenience.
/s/ Susan Benson
Susan Benson
Secretary
Dated: June ___, 2000
<PAGE>
----------------------------------------
PROXY STATEMENT
----------------------------------------
SPACEDEV, INC.
13855 Stowe Drive
Poway, California 92064
ANNUAL MEETING OF SHAREHOLDERS - JULY 17, 2000
The enclosed Proxy is solicited by the Board of Directors of SpaceDev,
Inc. (the "Board") in connection with the annual meeting of shareholders of
SpaceDev, Inc. (the "Company") to be held on July 17, 2000 at 9:00 A.M. at 13855
Stowe Drive, Poway, California 92064, and at any adjournments thereof. The cost
of solicitation, including the cost of preparing and mailing the Notice of
Shareholders' Meeting and this Proxy Statement, will be paid by the Company.
Such mailing took place on approximately June ___, 2000. Representatives of the
Company may, without cost to the Company, solicit Proxies for the management of
the Company by means of mail, telephone or personal calls.
A Proxy with respect to the Company may be revoked before the meeting
by giving written notice of revocation to the Secretary of the Company, or may
be revoked at the meeting, prior to voting. Unless revoked, properly executed
Proxies with respect to the Company will be voted as indicated in this Proxy
Statement. In instances where choices are specified by the shareholders in the
Proxy, those Proxies will be voted or the vote will be withheld in accordance
with each shareholder's choice. An "abstention" on any proposal will be counted
as present for purposes of determining whether a quorum of shares is present at
the meeting with respect to the proposal on which the abstention is noted, but
will be counted as a vote "against" such proposal. Should any other matters come
before the meeting, it is the intention of the persons named as Proxies in the
enclosed Proxy to act upon them according to their best judgment.
Only shareholders of record at the close of business on May 31, 2000
may vote at the meeting or any adjournments thereof. As of that date there were
issued and outstanding approximately ________ common shares of all classes,
$.0001 par value, of the Company. Each shareholder of the Company is entitled to
one vote for each share of the Company held. Voting for the election of
directors is not cumulative, which means that the holders of a majority of the
Company's outstanding shares have the power to elect the entire board of
directors of the Company. None of the matters to be presented at the meeting
will entitle any shareholder of the Company to appraisal rights. In the event
that Proxies which are sufficient in number to constitute a quorum are not
received by July 12, 2000, the persons named as Proxies may propose one or more
adjournments of the meeting to permit further solicitation of Proxies. Such
adjournments will require the affirmative vote of the holders of a majority of
the shares present in person or by Proxy at the meeting. The persons named as
Proxies will vote in favor of such adjournment. At the annual meeting, the
shareholders of the Company will be asked to re-elect the current members of the
Board, to approve the selection of the independent public accountant for the
Company and to amend the Company's Stock Option Plan to increase the number of
common shares subject to the Plan to up to thirty percent (30%) of the
outstanding common stock of the Company, to be adjusted annually by the Board.
<PAGE>
SHARE OWNERSHIP
The following table provides information as of May 31, 2000 concerning the
beneficial ownership of the Company's common stock by (i) each director, (ii)
each named executive officer, (iii) each shareholder known by the Company to be
the beneficial owner of more than 5% of its outstanding Common Stock, and (iv)
the directors and officers as a group. Except as otherwise indicated, the
persons named in the table have sole voting and investing power with respect to
all shares of Common Stock owned by them.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Name and Address of Beneficial Amount and Nature of Percent of Class(4)
Title of Class Owner Beneficial Ownership
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$.0001 par value common stock James W. Benson, CEO and 9,628,413(2)(3) %(1)
Susan Benson, Secretary(2)
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Wesley T. Huntress Jr., Director 8,868 %
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Officers and Directors as a group 9,642,281 %(1)
</TABLE>
(1) Where persons listed on this table have the right to obtain additional
shares of Common Stock through the exercise of outstanding options or
warrants or the conversion of convertible securities within 60 days
from May 31, 2000, these additional shares are deemed to be outstanding
for the purpose of computing the percentage of Common Stock owned by
such persons, but are not deemed outstanding for the purpose of
computing the percentage owned by any other person. Percentages are
based on _______________ shares outstanding on May 31, 2000.
(2) Does not include options to purchase 500,000 shares of common stock
currently exercisable.
(3) Represents 236,000 shares held directly by James W. Benson; 8,895,000
shares held by SD Holdings, LLC, an entity controlled by James W.
Benson; and 497,413 shares recently transferred from SD Holdings, LLC
to Space Development Institute, a 501(c)(3) corporation.
(4) The table does not reflect options to purchase 750,000 shares issued to
Charles H. Lloyd during fiscal year 1999 and first quarter 2000.
ANNUAL REPORT OF THE COMPANY
The annual report of the Company containing audited financial
statements for the twelve months ended December 31, 1999 was mailed to the
shareholders on or about June ___, 2000.
PROPOSAL 1
ELECTION OF DIRECTORS
It is intended that the enclosed Proxy will be voted for the election
of the four (4) persons named below as directors for the Company unless such
authority has been withheld in the respective Proxy. The term of office of each
person elected to be a director of the Company will be until the next regular or
annual meeting of the shareholders at which election of directors is an agenda
item and until his successor is duly elected and shall qualify. Pertinent
information regarding each nominee for the past five years is set forth
following his name below.
3
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
NAME AND AGE POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATIONS ADDRESS
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
James W. Benson Mr. Benson is the founder, Chairman and Chief Executive 13855 Stowe Dr.
(55) Officer of the Company. Mr. Benson served as President of the Poway, CA 92064
Company until he resigned from that position on February 4,
2000. Mr. Benson is also a Director of the Company, a position
he has held since October 1997. In 1984, Mr. Benson founded
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. In 1995, Mr. Benson sold
Compusearch. Mr. Benson started SpaceDev LLC, which was
acquired by the Company 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.
---------------------------------------------------------------------------------------------------------
Charles H. Lloyd Mr. Lloyd has been the Company's Chief Financial Officer since 13855 Stowe Dr.
(49) November 3, 1999. Mr. Lloyd has also been named the CEO of the Poway, CA 92064
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. Mr.
Lloyd was employed by ILS and its predecessor joint venture
LKE from 1993 to 1998. 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.
4
<PAGE>
---------------------------------------------------------------------------------------------------------
Stanley W. Dubyn Mr. Dubyn has been a director of the Company since February 4, 13855 Stowe Dr.
(43) 2000, and its President and Chief Operating Officer since Poway, CA 92064
March 4, 2000. Mr. Dubyn was formerly Senior Vice-President
and Chief Operating Officer for Spectrum Astro, Inc. in
Manhattan Beach, California, a position he held since October
1990 and which he resigned prior to becoming an officer of the
Registrant. In that capacity, Mr. Dubyn was responsible for
overall cost, schedule and technical management and oversight
of company business activities with NASA, USAF, BMDO DARPA,
classified and government customers, and managed over $75
million in prime contract revenue associated with spacecraft
design, development, manufacturing, integration, test, launch
and on-orbit operation. He was 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 schedules, and
has functioned as director of new business and marketing for
all classified, defense and NASA programs for Spectrum Astro.
Concurrently 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 as 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.
5
<PAGE>
---------------------------------------------------------------------------------------------------------
Wesley T. Dr. Huntress was elected to the Company's Board of Directors 13855 Stowe Dr.
Huntress (57) as an Independent Director at the Company's annual shareholder Poway, CA 92064
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; the
finding that gamma ray busts 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.
---------------------------------------------------------------------------------------------------------
</TABLE>
None of the persons named as nominees for the Company are directors of
any other Reporting Companies. "Reporting Companies" include companies with a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "1934 Act") or subject to the requirements of
Section 15(d) of the 1934 Act, or any company registered as an investment
company under the Investment Company Act of 1940, as amended (the "1940 Act").
In voting for directors, you must vote all of your shares
noncumulatively. This means that the owners of a majority of the Company's
outstanding shares have the power to elect the Company's entire board of
directors. The vote of a majority of shares of the Company represented at the
meeting, provided at least a quorum (a majority of the outstanding shares) is
represented in person or by proxy, is sufficient for the election of the above
nominees to the Board. By completing the Proxy, you give the Proxy the right to
vote for the persons named in the table above. If you elect to withhold
authority for any individual nominee or nominees, you may do so by making an "X"
in the box marked "VOTE FOR NOMINEE(S) NOT LINED OUT," and by striking a line
through the nominees' name or names on the Proxy that you do not vote for.
The Company has a standing audit committee comprised of Mr. Lloyd and
Dr. Huntress. The Company does not have a nominating committee. The Company
granted stock options to Wesley T. Huntress in 1999 and 2000 as compensation for
his services as a director, and $10,000 in shares of common stock at a rate of
$5,000 per year for his first two years of service. The Company does not
maintain any pension, retirement or other arrangement other than as disclosed in
the following table for compensating its Directors. The board of directors for
the Company took action six (6) times during its last fiscal year by unanimous
written consent. All directors attended each of the meetings via telephone
conferencing.
6
<PAGE>
The Company does not currently have an advisory board.
The following table discloses the compensation paid to the Company's
directors for the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
Cash Compensation Security Grants
----------------- ---------------
Number of
Securities
Annual Retainer Consulting Underlying
Name Fees Meeting Fees Fees/Other Fees Number of Shares Options/SARs
----------------------- ----------------- ----------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C> <C>
James W. Benson - - - - -
Charles H. Lloyd(1) - - - - -
Wesley T. Huntress(2) - - - 4,444 2,222
Thomas W. Brown(3) - - - - -
Susan Benson (3) - - - - -
Philip E. Smith(1) - - - - -
(1) Philip E. Smith resigned as a director of the Company in November 1999.
The Board has elected Charles H. Lloyd and Stanley W. Dubyn to serve as
interim directors until the annual shareholders' meeting.
(2) Wesley T. Huntress Jr. was elected to the Board at the 1999 Annual
Shareholders' Meeting. Pursuant to an agreement with the Company, Dr.
Huntress received a total of $10,000 in the Company's common stock as
compensation for his services as a director in two separate issuances
during the first two years of his directorship. The table reflects the
first issuance of 4,444 shares and options to purchase an additional
2,222 shares pursuant to that agreement. Dr. Huntress has recently
received the second issuance of 4,424 shares. Additionally, Dr.
Huntress will receive options to purchase a total of $10,000 shares.
Dr. Huntress was recently issued an option to purchase 4,425 shares at
a per share price of $1.13, the fair market value on January 1, 2000,
when the options were due to be issued pursuant to the agreement.
(3) Thomas B. Brown and Susan Benson resigned their positions on the Board
by not running for re-election at the 1999 Annual Shareholders'
Meeting.
</TABLE>
Each of the nominees has agreed to serve as a director of the Company
until his replacement is elected and qualified. If any unforeseen event prevents
one or more of the nominees from serving as a director, your votes will be cast
for the election of a substitute or substitutes selected by the Board. In no
event, however, can the Proxies be voted for a greater number of persons than
the number of nominees named. Unless otherwise instructed, the proxies will vote
for the election of each nominee to serve as a director of the Company.
Each of the Company's current directors is a nominee for director.
Pertinent information regarding each is set forth following his name above.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE TO ELECT EACH OF THE
NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY.
7
<PAGE>
PROPOSAL 2
RATIFICATION OR REJECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Nation Smith Hermes Diamond,
Accountants & Consultants, P.C. as the Company's independent accountants for the
fiscal year ending December 31, 2000 and has directed that management submit the
selection of independent accountants to the stockholders for ratification at the
Annual Meeting. Nation Smith Hermes Diamond, Accountants & Consultants, P.C.
audited the Company's financial statements for fiscal 1999. No representative of
Nation Smith Hermes Diamond, Accountants & Consultants, P.C. is expected to be
present at the Annual Meeting.
Stockholders are not required to ratify the selection of Nation Smith
Hermes Diamond, Accountants & Consultants, P.C. as the Company's independent
accountants. However, the Board is submitting the selection of Nation Smith
Hermes Diamond, Accountants & Consultants, P.C. to the stockholders for
ratification as a matter of good corporate practice. If the stockholders fail to
ratify the selection, the Board will reconsider whether or not to retain that
firm. Even if the selection is ratified, the Board in its discretion may direct
the appointment of a different independent accounting firm at any time during
the year if they determine that such a change would be in the best interests of
the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares
represented and voting at the meeting will be required to ratify the selection
of Nation Smith Hermes Diamond, Accountants & Consultants, P.C.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS
OF THE COMPANY VOTE IN FAVOR OF THE PROPOSAL. UNLESS OTHERWISE INSTRUCTED, THE
PROXIES WILL VOTE IN FAVOR OF THE PROPOSAL TO RATIFY THE SELECTION OF THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
PROPOSAL 3
APPROVAL OF AMENDMENT TO THE COMPANY'S
STOCK OPTION PLAN OF 1999
In June 1999, the shareholders approved the Stock Option Plan of 1999
(the "Plan"). The Company is presently authorized to issue 1 million shares of
common stock upon the exercise of options granted under the Plan. Under this
proposal, the Company will amend its Stock Option Plan to increase the number of
common shares subject to the Plan from 1,000,000 to thirty percent (30%) of the
outstanding shares of common stock of the Company. The number of shares
authorized for issuance pursuant to the Plan would be adjusted annually by the
Board of Directors at each annual meeting of the Board to adjust the authorized
number of shares to 30% of the shares of Common Stock outstanding immediately
preceding each such meeting until expiration of the Plan, as set forth in the
Amendment to Stock Option Plan of 1999 attached hereto as Exhibit "A."
The purpose of the Plan is to promote Company success by aligning
employee financial interests with long-term shareholder value. The Board
believes that the number of shares remaining available for issuance will be
insufficient to achieve the purpose of the Plan over the term of the Plan unless
the additional shares are authorized. The Board believes the amendment will
allow the Company to attract key employees and directors to the Company's
management team by allowing the Company to offer various stock awards as
incentive compensation, and will provide members of management with a vested
interest in the Company's welfare. A copy of the Plan as proposed to be amended
may be obtained upon written request to the Company's Chief Financial Officer at
the address listed on page 1.
The affirmative vote of the holders of a majority of the shares
represented and voting at the meeting will be required to approve the Amendment
to the Company's Stock Option Plan of 1999.
8
<PAGE>
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE SHAREHOLDERS
OF THE COMPANY VOTE IN FAVOR OF THE PROPOSAL. UNLESS OTHERWISE INSTRUCTED, THE
PROXIES WILL VOTE IN FAVOR OF THE PROPOSAL TO RATIFY THE SELECTION OF THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER MATTERS
Management does not intend to present any business at the meeting not
mentioned in this Proxy Statement, and currently knows of no other business to
be presented. If any other matters are brought before the meeting, the appointed
proxies will vote all Proxies on such matters in accordance with their judgment
of the best interests of the Company.
SUPPLEMENTAL INFORMATION WITH RESPECT TO THE COMPANY
Certain information about the current executive officers of the Company
is set forth below. Each executive officer of the Company may be removed from
office at any time by a majority of the Company's Board of Directors with or
without cause.
JAMES W. BENSON (55) - CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF
DIRECTORS
Mr. Benson is the founder, Chairman and Chief Executive Officer of the
Company. Mr. Benson served as President of the Company until he resigned from
that position on February 4, 2000. Mr. Benson is also a Director of the Company,
a position he has held since October 1997. In 1984, Mr. Benson founded
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. Mr. Benson sold Compusearch. Mr. Benson started SpaceDev
LLC, which was acquired by the Company 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.
SUSAN BENSON (55) - SECRETARY
Ms. Benson has served as the Company's Secretary since its inception.
She is the wife of James W. Benson. Ms. Benson was the Customer Support Manager
for Compusearch Software Systems in McLean, Virginia from 1986 through 1995.
CHARLES H. LLOYD (49) - CHIEF FINANCIAL OFFICER AND DIRECTOR
Mr. Lloyd has been the Company's Chief Financial Officer since 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. Mr. Lloyd was employed by
ILS and its predecessor joint venture LKE from 1993 to 1998. During his tenure
9
<PAGE>
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.
STANLEY W. DUBYN (43) - CHIEF OPERATING OFFICER, PRESIDENT AND DIRECTOR.
Mr. Dubyn has been a director of the Company since February 4, 2000,
and its President and Chief Operating Officer since March 4, 2000. Mr. Dubyn was
formerly Senior Vice-President and Chief Operating Officer for Spectrum Astro,
Inc. in Manhattan Beach, California, a position he held since October 1990 and
which he resigned prior to becoming an officer of the Registrant. In that
capacity, Mr. Dubyn was responsible for overall cost, schedule and technical
management and oversight of company business activities with NASA, USAF, BMDO
DARPA, classified and government customers, and managed over $75 million in
prime contract revenue associated with spacecraft design, development,
manufacturing, integration, test, launch and on-orbit operation. He was 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
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.
10
<PAGE>
Susan Benson is the wife of James W. Benson. There are no other family
relationships between the proposed executive officers and/or directors. The
Company's address is: 13855 Stowe Drive, Poway, California 92064.
During the fiscal years ended December 31, 1997, 1998, and 1999, the
Company granted options to certain of its officers as compensation for their
services pursuant to the Company's Stock Option Plan. Total compensation paid to
officers of the Company for its past three fiscal years is set forth below:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------------- ------------
Other Restricted
Name and Annual Stock Securities All Other
Principal Compensation Award(s) Underlying LTIP Compensation
Position Year(3) Salary($) Bonus ($) ($) ($) Options (#) Payouts ($) ($)
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James W. 1997 $ 0 $ 0 $ 0 $ 0 2,500,000 $ 0 $ 0
Benson, CEO(4) 1998 $ 0 $ 0 $ 0 $ 0 100,000 $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Charles H. 1997 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Lloyd, CFO(1) 1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
1999 $ 8,077 $ 0 $ 0 $ 0 450,000 $ 0 $ 0
Philip E. 1997 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Smith. COO(6) 1998 $ 61,060 $ 0 $ 0 $ 0 100,000 $ 0 $ 0
1999 $ 43,388 $ 0 $ 0 $ 0 0 $ 0 $ 0
Thomas W. 1997 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Brown, 1998 $ 59,246 $ 0 $ 0 $ 0 100,000 $ 0 $ 0
CFO(1)(5)(8) 1999 $ 68,454 $ 0 $ 0 $ 0 0 $ 0 $ 0
Susan Benson, 1997 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Secretary(1) 1998 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
1999 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
Jan King, 1997 $ 0 $ 0 $ 0 $ 0 0 $ 0 $ 0
V.P.(7) 1998 $ 43,154 $ 0 $ 0 $ 10,000 0 $ 0 $ 5,500(2)
1999 $ 134,133 $ 0 $ 0 $ 0 0 $ 0 $ 0
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Thomas W. Brown resigned as the Company's Chief Financial Officer on
November 3, 1999. Charles H. Lloyd was appointed Chief Financial
Officer upon Mr. Brown's resignation.
(2) Represents a relocation allowance paid upon execution of Mr. King's
employment agreement.
(3) Figures for 1999 represent actual compensation and represent true
year-end compensation.
(4) James W. Benson purchased 100,000 shares for $.50 per share in October
1998.
(5) Certain of the employees listed above have earned compensation in
excess of the actual amount paid during fiscal year ended 1999,
pursuant to the terms of their various employment agreements, as
discussed below. In 1999, Thomas Brown was paid $68,454. This amount is
less than the amount due to him under the provisions of his employment
agreement. In order to compensate Mr. Brown for the deficiency, the
Company has entered into an Amendment to his employment agreement
whereby the amount of compensation due has been revised to reflect the
actual amount paid, and the Company agrees to issue 10,000 shares of
its common stock to Mr. Brown.
11
<PAGE>
(6) On February 5, 2000, the Company negotiated a Separation and Release
Agreement with Philip E. Smith, then Chief Operating Officer of ISS.
Pursuant to the Separation and Release Agreement, the Company 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, 2000 to
February 11, 2000. Mr. Smith has agreed to make himself available for
meetings, introductions, review sessions, strategy meetings and to
otherwise assist the Company and ISS for a period of six months. All
other claims of Mr. Smith have been released, including claims to
back-salary and authorized but unissued stock options under the
Company's 1999 Employee Stock Option Plan. On March 4, 2000, Stanley W.
Dubyn became President and Chief Operating Officer of the Company.
(7) Mr. King resigned his position with the Company in May 2000.
(8) On April 5, 2000, the Company negotiated a Separation and Release
Agreement with Thomas Brown. Pursuant to the Separation and Release
Agreement, the Company agreed to pay Mr. Brown an early termination
penalty at the rate of $60,000 (Termination Rate) in seven
installments. As additional consideration Mr. Brown will be granted
5,000 shares of restricted SpaceDev stock issued on April 28, 2000 and
held in escrow until January 15, 2001. All other claims of Mr. Brown
have been released, including authorized but unissued stock options
under the Company's 1999 Employee Stock Option Plan.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
----------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise of Base
Name Granted (#) Fiscal Year Price ($/Sh) Expiration Date
---- ----------- ----------- ------------ ---------------
<S> <C> <C> <C> <C>
James W. Benson _ - - -
Charles H. Lloyd 450,000 100% $1.34 11/01/09
Philip E. Smith - - - -
Thomas W. Brown - - - -
Susan Benson - - - -
Jan King - - - -
</TABLE>
The following table is intended to provide information as to the number of
stock options exercised by each of the executive officers listed above, the
value realized upon exercise of such options, and the number and value of any
unexercised options still held by such individuals.
12
<PAGE>
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at FY-
FY-End (#) End ($)
Shares Acquired on Exercisable/ Exercisable/
Name Exercise (#) Value Realized ($) Unexercisable Unexercisable
-------------------------- ---------------------- --------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
James W. Benson(1) 500,000/ $500,000/
0 0 2,000,000 0
Charles H. Lloyd 0 0 0/450,000 0/0
Philip E. Smith(3) 0 0 0/100,000 0/0
Thomas W. Brown(3) 0 0 0/100,000 0/0
Susan Benson 0 0 0 0
Jan King 0 0 0 0
(1) Mr. Benson owns options to purchase 2,500,000 shares of the Company's
Common Stock as follows: 500,000 Shares at $1.00 currently vested 500,000
Shares at $1.50 vesting upon the Company obtaining $6,500,000 additional
equity capital 500,000 Shares at $2.00 vesting upon the financing and
execution of definitive space launch agreement 500,000 Shares at $2.50
vesting upon launch of first lunar or deep-space mission 500,000 Shares at
$3.00 vesting upon successful completion of first lunar or deep-space
mission
(2) Under the terms of Mr. Lloyd's employment agreement with ISS, SpaceDev, as
the parent corporation, agreed to grant Mr. Lloyd stock options to purchase
250,000 shares of the Company's common stock pursuant to the Company's
Stock Option Plan upon execution of the employment agreement. These options
begin vesting three (3) months after the date of grant. On February 1,
2000, the Company issued options to purchase an additional 250,000 shares
of common stock to Mr. Lloyd at a per share price of $1.44 (the then fair
market value) pursuant to the agreement. Mr. Lloyd received additional
options to purchase 250,000 shares at a rate of $1.25 per share on May 1,
2000 and is scheduled to receive options to purchase 250,000 shares on
August 1, 2000 under the terms of his employment agreement. Additionally,
the Company granted Mr. Lloyd non-qualified stock options to purchase up to
200,000 common shares, which will vest upon ISS raising and acquiring a
minimum equity financing of $3,000,000 within the first nine (9) months of
his employment. These options will be issued on a sliding scale based on a
maximum equity financing of $10,000,000, with options to purchase 20,000
common shares for each $1,000,000 of equity financing obtained. All options
will be exercisable at the fair market value of the common stock on the
date the option was granted.
(3) Pursuant to employment agreements with Philip E. Smith and Thomas W. Brown,
the Company issued performance-based options to purchase 100,000 shares of
common stock to each of those individuals. The options held by Philip E.
Smith and Thomas Brown were canceled pursuant to their Release and
Separation Agreements with the Company.
</TABLE>
13
<PAGE>
SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company which are intended to be
presented by such shareholders at the Company's next Annual Meeting of
Shareholders must be received by the Company no later than May 1, 2001 in order
to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting.
/s/ Susan Benson
SUSAN BENSON,
Secretary
Dated: June , 2000
14
<PAGE>
ATTACHMENT "A"
AMENDMENT TO 1999 STOCK OPTION PLAN
OF
SPACEDEV, INC.
A Colorado Corporation
Pursuant to a vote of the shareholders of SpaceDev, Inc., a Colorado
corporation (the "Company"), taken at the Annual Shareholder Meeting on July 17,
2000, the 1999 Stock Option Plan of the Company is amended as follows:
Section 3.a. of the Company's 1999 Stock Option Plan is hereby stricken
in its entirety and amended to read as follows:
"3. Stock Subject to the Plan.
-------------------------
Subject to adjustment as provided in Section 11 hereof, the
maximum number of shares of Common Stock reserved for Awards under the
Plan is ________ shares which number may not be in excess of 30% of the
outstanding shares of the Common Stock determined as of July 17, 2000,
the date of the Company's 2000 Annual Shareholders' Meeting. The number
of shares authorized for issuance pursuant to the Plan shall be
adjusted annually by the Board of Directors at each annual meeting of
the Board to 30% of the shares of Common Stock outstanding immediately
preceding each such meeting until expiration of the Plan as set forth
in Section 16 hereof. In no event may the number of shares subject to
the Plan be set a less than 1,000,000 shares."
CERTIFICATE
I, Susan Benson, hereby certify that:
I am the Secretary of SpaceDev, Inc., a Colorado corporation; and
The foregoing Amendment to the Company's 1999 Stock Option Plan is a
true and correct copy of the Amendment to the Company's 1999 Stock Option Plan
approved and adopted by the shareholders of SpaceDev, Inc. holding a majority of
all outstanding common stock of the corporation represented and voting at an
annual shareholder meeting held July 17, 2000 at 9:00 A.M., Local Time, at 13855
Stowe Drive, Poway, California.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the corporation this ___ day of July, 2000.
--------------------------------------
Susan Benson, Secretary
<PAGE>
PROXY PROXY
SPACEDEV, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 17, 2000
The undersigned hereby appoints Stanley W. Dubyn and Susan Benson,
President and Secretary, respectively, and each of them, as attorneys and
Proxies of the undersigned, with full power of substitution, to vote all of the
shares of stock of SpaceDev, Inc. (the "Company") which the undersigned may be
entitled to vote at the Annual Meeting of Shareholders of the Company to be held
at 13855 Stowe Drive, Poway, California 92064 on July 17, 2000 at 9:00 A.M.
local time and at any and all continuations and adjournments or postponements
thereof, with all powers that the undersigned would possess if personally
present, on the following matters, in accordance with the following
instructions, and on all matters that may properly come before the meeting. With
respect to any matter not known to the Company as of July 17, 2000, such proxies
are authorized to vote in their discretion.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS
PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
YOUR VOTE IS IMPORTANT. THEREFORE, YOU ARE URGED TO COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE.
(Continued and to be signed on the other side)
<PAGE>
SPACEDEV, INC.
PLEASE MARK VOTE IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE NOMINEES FOR DIRECTOR AND FOR
PROPOSALS 2 AND 3.
1. To elect four directors to hold office until the 2001 Annual Meeting of
Shareholders.
FOR WITHHELD VOTE FOR NOMINEE(S) NOT LINED OUT
[ ] [ ] Strike a line through the nominee(s)
name or names below that you do not
vote for
NOMINEES: James W. Benson, Charles H. Lloyd, Stanley W. Dubyn and
Wesley T. Huntress.
2. To approve the continuation of Nation Smith Hermes Diamond, Accountants
& Consultants, P.C. as the Company's independent public accountants for
the fiscal year ending December 31, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To approve an amendment to the Company's Stock Option Plan of 1999 to
increase the authorized number of common shares subject to the Plan and
to allow for annual adjustments to the authorized shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
------------------- ---------------------------------
Date Signature
---------------------------------
Print Name
------------------- ---------------------------------
Date Signature
---------------------------------
Print Name
Please vote, sign, date and promptly return this proxy in the enclosed return
envelope which is postage prepaid if mailed in the United States.
Please sign exactly as your name appears on your stock certificate. If the stock
is registered in the names of two or more persons, each should sign. Executors,
administrators, trustees, guardians and attorneys-in-fact should add their
titles. If signer is a corporation, please give full corporate name and have a
duly authorized officer sign, stating title. If signer is a partnership or
limited liability company, please sign the company name by authorized person.
