[SpaceDev Logo Here]
13855 Stowe Drive
Poway, California 92064
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 19, 2002
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
19, 2002, at 1:00 P.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,
2002.
3. 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, 2002, 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 THE
INFORMATION COMPLETLY. PLEASE 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 19, 2002." A return envelope is enclosed for your
convenience.
/s/ Susan Benson
----------------
Susan Benson
Secretary
Dated: June 26, 2002
----------------------------------------
PROXY STATEMENT
----------------------------------------
SPACEDEV, INC.
13855 Stowe Drive
Poway, California 92064
ANNUAL MEETING OF SHAREHOLDERS - JULY 19, 2002
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 19, 2002 at 1:00 P.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 26, 2002. 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, 2002
may vote at the meeting or any adjournments thereof. As of that date there were
issued and outstanding approximately 14,858,396 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 17, 2002, 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 and to approve the selection of the independent public accountant for the
Company.
2
SHARE OWNERSHIP
The following table provides information as of May 31, 2002 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.
------------------------------ ----------------------------------- ---------------------------- --------------------
Name and Address of Beneficial Amount and Nature of
Title of Class Owner Beneficial Ownership Percent of Class
------------------------------ ----------------------------------- ---------------------------- --------------------
$.0001 par value common stock James W. Benson, CEO and 9,578,413(2) 68%(1)
President and
Susan Benson, Secretary
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Curt Dean Blake, Vice President -- <0.1
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Wesley T. Huntress Jr., Director 8,868 <0.1%
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock General Howell M. Estes, III, -- <0.1%
Director
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Robert S. Walker, Director -- <0.1%
13855 Stowe Drive
Poway, California 92064
$.0001 par value common stock Officers and Directors as a group 9,587,281 65%(1)
(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, 2002, 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 total outstanding
shares of 14,858,396 on May 31, 2002.
(2) Represents 186,000 shares held directly by James W. and Susan 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.
ANNUAL REPORT OF THE COMPANY
The annual report of the Company containing audited financial
statements for the twelve months ended December 31, 2001 was mailed to the
shareholders on or about June 26, 2002.
3
PROPOSAL 1
ELECTION OF DIRECTORS
It is intended that the enclosed Proxy will be voted for the election
of the seven (7) 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.
----------------- --------------------------------------------------------------------------- ----------------------
NAME AND AGE POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATIONS ADDRESS
----------------- --------------------------------------------------------------------------- ----------------------
James W. Benson Mr. Benson is the founder, Chairman and Chief Executive Officer of the 13855 Stowe Dr.
(57) Company. Mr. Benson served as President of the Company until he Poway, CA 92064
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.
----------------- --------------------------------------------------------------------------- ----------------------
Scott McClendon Scott McClendon does not currently serve on the Company's Board of 13855 Stowe Dr.
(62) Directors and will represent an independent director if elected. Mr. Poway, CA 92064
McClendon currently sits on the Board of Directors for Overland Data,
Inc., where he acts as Chairman of the Board. He has served as
President and Chief Executive Officer of Overland Data, a reporting
company, from October 1991 to March 2001, when he was named Chairman,
and was an officer and employee of that Company until June 2001. Before
going to work with Overland Data, Mr. McClendon was employed by
Hewlett-Packard Company, a global manufacturer of computing,
communications and measurement products and services, for over 32 years
in various positions in engineering, manufacturing, sales and
marketing. He last served as the General Manager of the San Diego
Technical Graphics Division and Site Manager of Hewlett-Packard in San
Diego, California. Mr. McClendon received a B.S. degree in electrical
engineering in June 1960, and a Master of Science degree in electrical
engineering in June 1962 from Stanford University School of
Engineering. He currently sits on the School of Engineering Dean's
Advisory Board for the University of California San Diego.
----------------- --------------------------------------------------------------------------- ----------------------
4
----------------- --------------------------------------------------------------------------- ----------------------
Curt Dean Blake Curt Dean Blake was appointed to the Board on September 5, 13855 Stowe Dr.
(44) 2000. Mr. Blake acted as the Chief Operating Officer of the Poway, CA 92064
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). Prior to Starwave, Mr. Blake worked at Corbis from
1992 to 1993, where he led the acquisitions and licensing
effort to fulfill Bill Gates' 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.
Mr. Blake currently sits on the Board of Directors of FullPlay
Media Systems, Inc., a fully reporting company, and InstantService.com.
----------------- --------------------------------------------------------------------------- ----------------------
Howell M. General Estes (USAF Retired) was appointed to the Company's 13855 Stowe Dr.
Estes, III Board of Directors on April 2, 2001. General Estes retired Poway, CA 92064
(59) from the United States Air Force in 1998 after serving for 33
years. At that time he was the Commander-in-Chief of the North
American Aerospace Defense Command (CINCNORAD) and the United
States Space Command (CINCSPACE), and the Commander of the Air
Force Space Command (COMAFSPC) headquartered at Peterson AFB,
Colorado. In addition to a Bachelor of Science Degree from the
Air Force Academy, he holds a Master of Arts Degree in Public
Administration from Auburn University and is a graduate of the
Program for Senior Managers in Government at Harvard's JFK
School of Government. Gen. Howell Estes is the President of
Howell Estes & Associates, Inc., a wholly owned consulting
firm to CEOs, Presidents and General Managers of aerospace and
telecommunications companies worldwide. He serves as Vice
Chairman of the Board of Trustees at The Aerospace
Corporation. He served as a consultant to the Defense Science
Board Task Force on SPACE SUPERIORITY and more recently as a
commissioner on the U.S. Congressional Commission to Assess United
States National Security Space Management and Organization
(the "Rumsfeld Commission").
----------------- --------------------------------------------------------------------------- ----------------------
5
----------------- --------------------------------------------------------------------------- ----------------------
Robert S. Walker Robert S. Walker was appointed to the Company's Board of 13855 Stowe Dr.
(59) Directors on April 2, 2001. Mr. Walker has acted as Chairman Poway, CA 92064
of Wexler & Walker Public Policy Associates in Washington,
D.C. since January 1997. As a former Congressman (1977-1997),
Chairman of the House Science Committee, Vice Chairman of the
Budget Committee, and a long-time member of the House
Republican leadership, Walker became a leader in advancing the
nation's space program, especially the arena of commercial
space, for which he was the first sitting House Member to be
awarded NASA's highest honor, the Distinguished Service Medal.
Bob Walker is a frequent speaker at conferences and forums.
His main issues include the breadth and scope of space
regulation today, and how deregulation could unleash the
telecommunications, space tourism, broadcast and Internet
industries. Mr. Walker currently sits on the boards of
directors of DCH Technology, Inc. and Aerospace Corporation,
positions held since January 1999 and March 1997,
respectively. DCH Technology, Inc. is subject to the reporting
requirements of the Securities Exchange Act of 1934. Wexler &
Walker is a Washington-based, full-service government
relations firm founded in 1981. Wexler & Walker principals
have served in Congress, in the White House and federal
agencies, as congressional staff, in state and local
governments and in political campaigns. Wexler & Walker is a
leader on the technology issues of the twenty-first century.
During 2001, the Company incurred consulting fees with Hill and
Knowlton, Inc., an affiliate of Wexler & Walker, in an aggregate
amount of $36,493.13.
----------------- --------------------------------------------------------------------------- ----------------------
Wesley T. Wesley T. Huntress was elected to the Company's Board of 13855 Stowe Dr.
Huntress (58) Directors as an Independent Director at the Company's annual Poway, CA 92064
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; the
finding that gamma ray bursts originate at vast distances from
----------------- --------------------------------------------------------------------------- ----------------------
6
----------------- --------------------------------------------------------------------------- ----------------------
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.
----------------- --------------------------------------------------------------------------- ----------------------
Stuart E. Mr. Schaffer has served as the Company's Vice President of Product 13855 Stowe Dr.
Schaffer (42) Development and Marketing since May 20, 2002. From 1998 to Poway, CA 92064
2001, Mr. Schaffer acted as Vice President of Marketing for
Infocus Corporation, a fully reporting company, where he
managed all aspects of the marketing mix for market-share
leading digital projection business throughout the Americas
region. In that position, Mr. Schaffer revitalized the Proxima
brand, managed a multi-million dollar annual advertising,
communications and program budget, directed multiple outside
and in-house agencies, led product marketing teams in defining
and delivering both mobile and conference room digital
projector product lines, developed channel strategies and
programs for both value-added and volume channels, served as
primary press spokesperson for the company, established a
market intelligence structure focused on developing customer
and industry knowledge and spearheaded merger teams to ensure
the smooth transition of the merger between the Infocus and
Proxima marketing organizations. Prior to his employment by
Infocus Corporation, Mr. Schaffer worked for the
Hewlett-Packard Company from 1985 to 1998, where he held
various positions in Business Development, Marketing and
Business Planning. Mr. Schaffer worked with the Leukemia &
Lymphoma Society, on a volunteer basis, as an Assistant Coach
and Mentor from 2000 through the date of employment with the
Company. In that capacity, he was responsible for ensuring
that participants in the Society's Team-in-Training Program
reached their goal to run a marathon, while mentoring them in
fundraising for research and aid for patients suffering from
Leukemia and other blood-related cancers. Mr. Schaffer has an
MBA from Harvard University (1985) and a BS degree in physics
from Harvey Mudd College (1981).
----------------- --------------------------------------------------------------------------- ----------------------
7
Three of our independent directors currently sit on the Boards of
Directors of 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. Blake and
Dr. Huntress. The Company does not have a nominating committee. 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 nineteen (19) times during its last fiscal
year: four (4) times at regular or special meetings attended by all of the
members of the Board either personally or telephonically, and fifteen (15) times
by unanimous written consent.
The Company does not currently have an advisory board.
The following table sets forth the remuneration paid to the Company's
directors during its fiscal year ended December 31, 2001. The Company does not
pay directors who are also officers of the Company additional compensation for
their service as directors.
--------------------- ------------------------------------------------------ ---------------------------------
Cash Compensation Security Grants
------------------------------------------------------ ---------------------------------
Number of
Securities
Annual Retainer Consulting Number of Underlying
Name Fees Meeting Fees Fees/Other Fees Shares Options/SARs
--------------------- ----------------- ---------------- ------------------- -------------- ------------------
James W. Benson - - - - -
--------------------- ----------------- ---------------- ------------------- -------------- ------------------
Charles H.
Lloyd - - - - -
--------------------- ----------------- ---------------- ------------------- -------------- ------------------
Wesley T. Huntress - - - 20,000
--------------------- ----------------- ---------------- ------------------- -------------- ------------------
Curt Dean Blake - - $1,473 - 30,000
--------------------- ----------------- ---------------- ------------------- -------------- ------------------
General Howell M. - - - - 26,667
Estes, III(1)
--------------------- ----------------- ---------------- ------------------- -------------- ------------------
Robert S. Walker(1) - - - - 26,667
--------------------- ----------------- ---------------- ------------------- -------------- ------------------
8
(1) Pursuant to its policy regarding compensation of independent directors, the
Company issued Mr. Estes III and Mr. Walker options to purchase a total of
$10,000 in common shares, or 13,334 shares at a per share price of $.75, upon
acceptance of their positions as directors for the Company. The exercise price
of the shares represents the fair market value on April 16, 2002, the date of
issuance. The options vest at a rate of 50% on April 16, 2002 and the remaining
50% on April 16, 2004. Mr. Estes III and Mr. Walker also received options to
purchase 20,000 shares each on April 18, 2001, July 20, 2001 and October 17,
2001 for their attendance at two telephonic meetings and one in person meeting
of the Company's Board of Directors. These options vest as follows: 50% on the
one-year anniversary of the grant date and 50% on the two-year anniversary of
the grant date.
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.
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, 2002 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 2001. 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.
AUDIT FEES
The fees billed by Nation Smith Hermes Diamond, Accountants &
Consultants, P.C. for professional services for the audit of the Company's
annual consolidated financial statements for the 2001 Fiscal Year and the review
of the quarterly consolidated financial statements was $54,000. The aggregate
fees for non-audit services rendered to the Company during the 2001 Fiscal Year
9
were $19,250. Non-audit services include fees for tax consultation, tax
preparation and fees associated with an audit by the Internal Revenue Service.
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.
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.
AUDIT COMMITTEE REPORT
Following is the report of the Audit Committee with respect to the
Company's audited consolidated financial statements for the fiscal year ended
December 31, 2001, which include the consolidated balance sheets of the Company
as of December 31, 2001 and 2000 and the related consolidated statements of
operations, shareholders' equity and cash flow for each of the fiscal years
ended December 31, 2001 and 2000, and the notes thereto.
The Audit Committee of the Company's Board of Directors currently
consists of two directors, neither of whom are employees of the Company or any
of its subsidiaries. Pursuant to an Audit Committee Charter adopted on April 19,
2002, the Audit Committee is required to be comprised of at least three
directors. Immediately following the meeting, the Board of Directors will meet
to, among other things, appoint a third member to the Audit Committee. The Board
believes that the current members of the committee, Mr. Blake and Dr. Huntress,
are "independent directors" as that term is defined under by the Nasdaq listing
standards.
At the time our recommendations were made to the Board of Directors,
the Audit Committee consisted of three (3) members, including Charles H. Lloyd,
the Company's former Chief Financial Officer. Due to Mr. Lloyd's position as
Chief Financial Officer of the Company and his understanding of the financial
statements and ability to interface with the Company's independent auditor, the
Board of Directors was of the opinion that Mr. Lloyd's service on the Audit
Committee was desirable at that time.
The primary responsibility of the Audit Committee is to assist the
Board of Directors in fulfilling its oversight responsibilities related to
corporate accounting, financial reporting practices, and the quality and
integrity of the Company's financial reports. In that respect, the Audit
Committee has reviewed and discussed the audited financial statements and the
footnotes thereto with management and the independent auditors. The Audit
Committee has not been apprised of any misstatements or omissions in the
financial statements. In addition, the Audit Committee discussed with the
independent auditors the matters required to be discussed by Statement of
Auditing Standard No. 61, Communication with Audit Committees, including, among
other items, matters related to the conduct of the audit of the Company's
financial statements.
10
The Audit Committee has received from the independent accountants, as
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committee, (i) a written disclosure, indicating all
relationships, if any, between the independent auditor and its related entities
and the Company and its related entities which, in the auditor's professional
judgment, reasonably may be thought to bear on the auditor's independence, and
(ii) a letter from the independent auditor confirming that, in its professional
judgment, it is independent of the Company; and the Audit Committee has
discussed with the auditor the auditor's independence from the Company.
Based on the reviews and discussions referred to above, we recommended
to the Board of Directors that the audited consolidated financial statements be
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2001.
Submitted by the Audit Committee of the Company's Board of Directors:
Curt Dean Blake
Wesley T. Huntress
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 (56) - 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 and 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 (56) - 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.
11
EMERY E. SKARUPA (50) - VICE PRESIDENT OF OPERATIONS
Mr. Skarupa has served as the Company's Vice President of Operations
since May 24, 2002. Prior to his employment by the Company, Mr. Skarupa did
business consulting work for the consulting firm of Timberline Partners, LLC
beginning in January 2002. In that position, Mr. Skarupa consulted with a
variety of companies in the areas of operations, supply chain management and
general management. From November 1993 to December 2001, Mr. Skarupa worked with
Anacomp Corporation, a document imaging equipment manufacturer and outsource
provider located in Poway, California, where he held officer positions as Senior
Vice President of Operations from September 1997 to September 1999 and Senior
Vice President and General Manager of the DataGraphix Business Unit from
September 1999 through December 2001. As Senior Vice President of Operations,
Mr. Skarupa was responsible for worldwide manufacturing, distribution and
inventory control. During his tenure in that position, Anacomp experienced a
decrease in inventories of 50%. Under Mr. Skarupa's leadership, the company also
developed a business plan to market manufacturing expertise as a contract
manufacturing services provider and saw revenues go from zero to $11 million
during the first 18 months. As Senior Vice President and General Manager of
Anacomp DataGraphix Business Unit, Mr. Skarupa helped to merge sales, marketing,
engineering and operations functions into a cohesive team totaling 225
associates with 9 direct reports, aligned the unit to focus on the key segments
of systems, supplies and manufacturing services, established a three-year plan
to leverage each of the key business segments, negotiated strategic alliances
related to providing integrated information management systems solutions, and
reviewed business practices and organizational structure for ongoing improvement
opportunities. As Vice President of Operations for the Company, Mr. Skarupa will
be responsible for managing all engineering and manufacturing aspects of the
Company, including the development of short-term and long-term plans, supply
chains, systems and facilities and program management and assistance with
strategic sales and finance planning. Mr. Skarupa has a BS degree in Business
Administration and Marketing from Sacred Heart University in Bridgeport,
Connecticut.
STUART E. SCHAFFER (42) - VICE PRESIDENT OF PRODUCT DEVELOPMENT AND MARKETING
Mr. Schaffer has served as the Company's Vice President of Product
Development and Marketing since May 20, 2002. From 1998 to 2001, Mr. Schaffer
acted as Vice President of Marketing for Infocus Corporation, a fully reporting
company, where he managed all aspects of the marketing mix for market-share
leading digital projection business throughout the Americas region. In that
position, Mr. Schaffer revitalized the Proxima brand, managed a multi-million
dollar annual advertising, communications and program budget, directed multiple
outside and in-house agencies, led product marketing teams in defining and
delivering both mobile and conference room digital projector product lines,
developed channel strategies and programs for both value-added and volume
channels, served as primary press spokesperson for the company, established a
market intelligence structure focused on developing customer and industry
knowledge and spearheaded merger teams to ensure the smooth transition of the
merger between the Infocus and Proxima marketing organizations. Prior to his
employment by Infocus Corporation, Mr. Schaffer worked for the Hewlett-Packard
Company from 1985 to 1998, where he held various positions in Business
Development, Marketing and Business Planning. Mr. Schaffer worked with the
Leukemia & Lymphoma Society, on a volunteer basis, as an Assistant Coach and
Mentor from 2000 through the date of employment with the Company. In that
capacity, he was responsible for ensuring that participants in the Society's
Team-in-Training Program reached their goal to run a marathon, while mentoring
them in fundraising for research and aid for patients suffering from Leukemia
and other blood-related cancers. Mr. Schaffer has an MBA from Harvard University
(1985) and a BS degree in physics from Harvey Mudd College (1981).
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.
12
During the fiscal years ended December 31, 1999, 2000, and 2001, 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:
SUMMARY COMPENSATION TABLE
---------------------------------------
Long Term Compensation
----------------------------------- --------------------------- -----------
Annual Compensation Awards Payouts
----------------------------------- --------------------------- -----------
Other Restricted Securities All
Name and Annual Stock Under-lying LTIP Other
Principal Salary Compen-sation Award(s) Options/ Payouts Compensation
Position Year ($) Bonus ($) ($) ($) SARs (#) ($) ($)
--------------- ------- ---------- ---------- ------------- ------------ -------------- ----------- ------------
James W. 1999 - - - - - - -
Benson, CEO 2000 42,946 - - - - - -
(1) 2001 147,923 - - - 10,000 - -
Charles H. 1999 8,077 - - - 450,000 - -
Lloyd, COO & 2000 77,770 - - - 750,000(2) - -
CFO 2001 200,000 - - - 10,000 - -
Stanley 1999 - - - - - - -
Dubyn, 2000 125,192 - - - 100,000(3) - -
President 2001 92,844 - - 45,170(3) - - -
David 1999 - - - - - - -
Smith, CTO & 2000 62,308 - - - - - -
VP (4) 2001 94,545 - - - - - -
(1) James W. Benson was awarded 10,000 options as a part of an annual award
of options to employees of the Company.
(2) 200,000 of these options were performance-based options, which
terminated on December 31, 2000. Mr. Lloyd was awarded 10,000 options
as a part of an annual award of options to employees of the Company.
Mr. Lloyd retired from his positions with the Company on June 14, 2002.
(3) 50,000 of the Year 2000 options were performance-based options, which
terminated on March 4, 2001. The 2001 restricted stock award
represented 50,000 shares. Mr. Dubyn is no longer an officer or
director of the Company.
(4) David Smith is no longer an officer of the Company.
During the last fiscal year and as of December 31, 2001, the Company
granted stock options to executive officers as set forth in the following table:
13
OPTION/SAR GRANTS ENDED DECEMBER 31, 2001
Individual Grants
-----------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees in Exercise of Base
Name Granted (#) Fiscal Year Price ($/Sh) Expiration Date
---- ----------- ----------- ------------ ---------------
James W. Benson 10,000 1.54% .9469 8/27/06
Charles H. Lloyd 10,000 1.54% .8609 8/27/07
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.
Number of
Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at FY-
FY-End (#) End ($)
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($) Unexercisable Unexercisable(1)
--------------------- ------------------- ---------------------- --------------------- ----------------------
James W. Benson 0 0 500,000/ 0/0
2,010,000
Charles H. Lloyd 0 0 1,000,000/ 0/0
10,000
(1) For purposes of determining whether options are "in-the-money," the Company
defined fair market value as the five-day trading average of the Company's
common stock on the Over-The-Counter Bulletin Board as of March 15, 2002,
or $0.52 per share. None of the options listed on the table are
"in-the-money."
AUDIT COMMITTEE CHARTER
The Audit Committee of the Board of Directors currently consists of two
independent directors, Messrs. Huntress and Blake. There is one vacancy on the
Audit Committee represented by the resignation of Mr. Lloyd. The full Board of
Directors will hold its annual meeting immediately following this meeting to,
among other things, appoint an additional director to the Audit Committee.
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing the
financial information that will be provided to the shareholders and others, the
preparation of the Company's internal financial statements, and the Company's
audit and financial reporting process. In addition, the Audit Committee is
responsible for maintaining free and open lines of communication among the Audit
Committee, the independent auditors and the Company's management. The Audit
14
Committee consults with the Company's management and independent auditors prior
to the presentation of financial statements to shareholders and, as appropriate,
initiates inquiries into various aspects of the Company's financial affairs. The
committee is also responsible for considering and recommending the appointment
of and reviewing fee arrangements with the Company's independent auditors. It is
not responsible for preparing the Company's financial statements or for planning
or conducting the audits.
On April 19, 2002, the Board of Directors adopted and approved a
charter for the Audit Committee. A copy of the charter is attached hereto as
Appendix A.
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, 2003 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 26, 2002
15
ADDENDUM A
[SpaceDev Logo Here]
AUDIT COMMITTEE CHARTER
Primary responsibility for the SpaceDev, Inc. financial reporting lies
with its senior management, with oversight of the Board of Directors. To help
the Board of Directors carry out this oversight responsibility, an Audit
Committee has been established to promote the financial transparency of the
corporation and to ensure the integrity of the corporation's financial reporting
processes and products. This charter is meant to identify the personnel and
functions of the audit committee. These guidelines contemplate the involvement
of the outside counsel and where appropriate, the involvement of the full Board
of Directors.
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities related to
corporate accounting, financial reporting practices, quality and
integrity of financial reports as well as legal compliance and business
ethics. Key components of fulfilling this charge include:
a. Facilitating and maintaining an open avenue of communication
among the Board of Directors, Audit Committee, management, and
the independent auditors and the internal audit staff.
b. Oversee the corporation's internal accounting and operational
controls, including assessment of strategic, financial,
operational and compliance risk management, as well as
financial and regulatory reporting.
c. Review the financial statements and audit findings and take
actions considered appropriate by the Audit Committee and the
full Board of Directors.
d. Provide direction to and oversight of the internal audit
function.
e. Ascertain any disagreements among audit personnel or between
audit personnel and management.
f. Affirm that accounting policies are consistent with industry
practices, that correct requirements are reflected in
accounting policies and that the accounting policies are
consistent with a fair presentation of financial statements in
conformity with generally accepted accounting principles of
the United States of America.
II. ORGANIZATION/COMPOSITION
The chair and members of the Audit Committee shall be elected annually
by the majority vote of the full Board of Directors. The Audit
Committee will be comprised of three or more directors as determined by
the Board, the majority of whom shall be independent directors. For
purposes of this charter, an "independent director" shall be defined as
a person other than an officer or employee of the corporation or its
subsidiaries or any other individual having a relationship which, in
the opinion of the full Board of Directors, would interfere with the
exercise of independent judgment in carrying out the duties and
responsibilities set forth in this charter. All members of the Audit
Committee will have a working familiarity with basic finance and
accounting practices and at least one member must have accounting or
related financial management expertise.
III. MEETINGS
The Audit Committee will meet on a regular basis (quarterly) and
special meetings will be called as circumstances require. The Audit
Committee will meet privately with the internal auditor and the
external accountants to review their findings and management's action
plans to ensure internal control recommendations made by internal and
external auditors have been appropriately implemented by management.
The Audit Committee will request legal updates from the in-house
counsel and outside legal resources as they determine the need exists.
The Audit Committee members will have sole discretion in determining
the meeting attendees and agenda.
IV. RESPONSIBILITIES AND DUTIES
The Audit Committee believes its policies and procedures should remain
flexible in order to best react to changing conditions and provide
reasonable assurance to the Board that the accounting and reporting
practices of the corporation are in accordance with applicable
requirements and that an effective legal compliance program exists.
The functions and responsibilities of the Audit Committee shall be to:
A. GENERAL
-------
1. Adopt a formal written charter that is approved by the full
Board of Directors which specifies scope of responsibility,
process, membership, etc. The Audit Committee will review and
update this charter and receive approval of changes from the
full Board of Directors at least annually.
2. Approve the selection of and the fees paid to the external
accountants for the corporation. The Audit Committee will
obtain opinions on the performance of the external accountants
from appropriate management representatives and the internal
auditor, and based upon the evaluation of the external
accountants' performance, recommend that the Board retain or
replace the external accountants.
3. Ensure that the independent auditors understand that they are
directly accountable to the Board of Directors and the Audit
Committee.
4. Inquire of management as to the extent to which external
accountants other than the principal auditors are to be used
and the rationale for using them. The Audit Committee will
also review management's evaluation of the factors related to
the independence of the external auditors and review its plans
for engaging the external auditors in performing management
advisory services during the year, if any.
5. Maintain minutes or other records of meetings and activities.
Following each meeting, the Audit Committee shall report on
the proceedings of the Committee to the full Board of
Directors with such recommendations as it may deem
appropriate.
6. Review with management the Form 10-KSB and the MD&A section of
the annual report, and ask the extent to which the external
accountants reviewed each. The Audit Committee will inquire of
the independent auditor if the other sections of the annual
A-2
report to shareholders and Form 10-KSB are consistent with the
information reflected in the financial statements. The Audit
Committee shall recommend to the Board of Directors that the
audited financial statements be included in the corporation's
annual report to shareholders and Form 10-KSB for the last
fiscal year for filing with the SEC.
7. Meet privately with the external accountants to request their
opinion of various matters, including the quality of financial
and accounting personnel and the internal audit staff.
8. Conduct or authorize investigations into any matters within
the Audit Committee's scope of responsibilities. The Audit
Committee shall be empowered to retain independent counsel,
accountants, or others to assist it in the conduct of any
investigation.
9. Ascertain the existence of and review any material non-arm's
length transactions.
B. EXTERNAL/INDEPENDENT ACCOUNTANTS
--------------------------------
1. Review with the internal auditor and the external accountants
their integrated annual audit plan, including the degree of
coordination and integration between the respective parties.
The Audit Committee will inquire as to the extent to which the
planned audit scope can be relied upon to detect fraud,
non-compliance with state and federal laws and regulations,
non-compliance with the SEC and the National Association of
Securities Dealers, Inc.'s (NASD's) guidelines, or weaknesses
in internal accounting and operational controls.
2. Instruct the internal auditor and the external accountants
that the Audit Committee expects to be advised if there are
any areas that require attention or of occurrences of fraud,
illegal acts, deficiencies in internal control or other
irregularities.
3. Discuss with the internal auditor and external accountants
what steps are planned for providing assessment of strategic,
financial, operational and compliance risk management, as well
as financial and regulatory reporting.
4. Ensure its receipt from the independent auditor of a formal
written statement delineating all relationships between the
independent auditors and the corporation. The Audit Committee
shall actively engage in a dialogue with the independent
auditors with respect to any disclosed relationships or
services that may impact the objectivity and independence of
the independent auditors and recommend that the full Board of
Directors take appropriate action to ensure the independence
of the independent auditors.
5. Meet with the external accountants and financial management of
the corporation to review the scope of the proposed external
audit for the current year. The external audit scope shall
include a requirement that the external accountants inform the
Audit Committee of any significant changes in the external
accountant's original audit plan and that the external
accountants conduct a SAS 71 Interim Financial Review prior to
the company's filing of each quarterly report to shareholders
(Form 10-QSB).
6. Review with the external accountants the corporation's interim
financial results included in the Form 10-QSB prior to filing
with the SEC.
A-3
7. Instruct the internal auditor and the external accountants to
advise the Audit Committee when the external accountants are
hired to perform management consulting services, and to report
the nature and timing of such work. The Audit Committee shall
consider whether the external accountants' provision of
non-audit services is compatible with maintaining their
independence.
8. Instruct the internal auditor and the external accountants to
advise the Audit Committee when the corporation seeks a second
opinion on a significant accounting issue.
9. Instruct the external accountants to communicate any other
known matters that require the attention of the Audit
Committee or the full Board of Directors.
C. INTERNAL AUDIT-
---------------
(AT THIS TIME, THE COMPANY DOES NOT HAVE AN
INTERNAL AUDIT FUNCTION, BUT WE HAVE PREPARED THE CHARTER
ANTICIPATING SUCH A FUNCTION IN THE FUTURE)
1. Review and approve the annual internal audit plan and any
significant changes to the internal plan.
2. Inquire of the internal auditor regarding the adequacy and
effectiveness of accounting and financial controls and the
responsiveness of management in correcting audit-related
deficiencies, and request recommendations for improvements.
3. Review the internal audit function of the corporation
including its independence and the authority of its reporting
relationships.
4. Review, at least annually, the then current and future
programs of the corporation's internal audit department,
including the procedure for assuring implementation of
accepted recommendations made by the auditors and the
department.
5. Make or cause to be made, from time to time, such other
examinations and reviews as the Audit Committee may deem
necessary with respect to the accounting practices and systems
of internal control of the corporation and with respect to
current accounting trends and developments, and recommend such
action with respect thereto as may be deemed necessary.
6. Inquire of the internal auditor regarding any difficulties
encountered in the course of their audits, including any
restrictions on the scope of their work or access to required
information.
7. Review and concur in the appointment, replacement,
reassignment, or dismissal of the internal auditor. The Audit
Committee will annually review and approve the performance
evaluation of the internal auditor after consulting with the
Chief Executive Officer and the Chief Financial Officer.
D. FINANCIAL STATEMENTS/INTERNAL CONTROLS
--------------------------------------
1. Discuss with management and the external accountants the
accounting principles as applied, their quality and
significant assumptions, estimates and judgments used in the
preparation of the financial statements.
2. Obtain from management explanations for all significant
variances in the financial statements between years. The Audit
Committee will consider whether the data is consistent with
the MD&A section of the corporation's annual report and Form
10-KSB.
3. Inquire from management and the external accountants as to and
request an explanation of any changes in accounting standards
or rules promulgated by the Financial Accounting Standards
Board, SEC, NASD or other governing bodies that have an effect
on or oversight over the financial statements of the
corporation.
A-4
4. Inquire of management and the external accountants if there
were any significant financial reporting issues discussed
during the accounting period reported and, if so, how they
were resolved.
5. Inquire of management and the external accountants about the
existence and substance of any significant accounting
accruals, reserves, or estimates made by management that had a
material impact on the financial statements.
6. Advise financial management and the independent auditor that
they are expected to provide a timely analysis of significant
current financial reporting issues and practices.
7. Advise financial management and the independent auditor to
discuss with the Audit Committee their qualitative judgements
about the appropriateness, not just the acceptability, of
accounting principles and financial disclosure practices used
or proposed to be adopted by the corporation.
8. Consider whether the external accountants should meet with the
full Board of Directors to discuss any matters relative to the
financial statements and to answer any questions that the
other directors might have.
E. AUDIT REPORT
------------
Prepare, annually, an Audit Committee Report to be included in the
corporation's annual proxy statement stating that the Audit Committee
has reviewed and discussed the audited financial statements with
management, has discussed with the external accountants the materials
required by SAS 61, and has received and discussed the written
disclosures and letter from the external accountants required under ISB
Statement No. 1 regarding their independence.
F. LEGAL
-----
1. Meet regularly with corporation's in-house legal counsel, and
outside legal counsel, as appropriate, to review any legal
matters that may have a significant impact on the
corporation's overall financial statements and on risk
management.
2. Review outside counsel's letter regarding litigation, claims
and assessments.
3. Discuss with management and the external accountants the
substance of any significant issues raised by in-house or
outside legal counsel concerning litigation, contingencies,
claims or assessments, and how such matters are reflected in
the corporation's financial statements.
4. Review matters that have come to the attention of the Audit
Committee through reports of management, legal counsel and
others that relate to the status of compliance and anticipated
future compliance with laws, regulations, internal controls,
and that may be expected to be material to the corporation's
financial statements.
A-5
PROXY PROXY
SPACEDEV, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 19, 2002
The undersigned hereby appoints Emery E. Skarupa and Susan Benson, Vice
President of Operations 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 19,
2002 at 1:00 P.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 19, 2002, 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 PROPOSAL 2 AS 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)
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 seven directors to hold office until the 2002 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, Scott McClendon, Curt Dean Blake, Gen.
Howell M. Estes, III, Robert S. Walker, Wesley T. Huntress and Stuart
E. Schaffer.
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, 2002.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
_______________________ ________________________ ____________________
Date Shares Held Signature
____________________
Print Name
_______________________ ________________________ ____________________
Date Shares Held Signature
____________________
Print Name
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.