SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 17, 2002
SPACEDEV, INC.
(Exact Name of Registrant as Specified in Charter)
COLORADO
(State or Other Jurisdiction of Incorporation)
000-28947
(Commission File Number)
84-1374613
(IRS Employer Identification No.)
13855 STOWE DRIVE
POWAY, CA 92064
(Address of Principal Executive Offices) (Zip Code)
(858) 375-2000
(Registrants' Telephone Number, Including Area Code)
Item 5. Other Matters.
On July 19, 2002, the Registrant held its annual meeting of
shareholders. At that meeting the shareholders voted to elect the following
directors to the Registrant's Board of Directors, to serve until the 2003 annual
meeting of shareholders:
James W. Benson Wesley T. Huntress*
Curt Dean Blake* Stuart E. Schaffer
Howell M. Estes, III* Scott McClendon*
Robert S. Walker*
*Denotes Independent Director.
In addition to the election of directors, the shareholders voted to
approve Nation Smith Hermes Diamond Accountants & Consultants, a professional
corporation ("Nation Smith"), to act as the Registrant's independent auditor for
the fiscal year ending December 31, 2002. Nation Smith acted as the independent
auditor for the Registrant's financial statements for the period ended December
31, 2001.
ITEM 9. REGULATION FD DISCLOSURE.
A three-day arbitration hearing was held in May and June 2002 with
respect to claims arising out of consulting and advisory service agreements
between the Registrant and EMC Holdings Corporation ("EMC"). Pursuant to those
agreements, EMC was to receive a combination of equity and cash compensation in
exchange for services to be rendered to the Registrant. The Registrant
terminated the agreements in late 2001 and, on November 7, 2001, filed a demand
for arbitration seeking the return of the first installment of 500,000 shares
based on EMC's failure to perform under the agreements. EMC filed its own claim
with the American Arbitration Association on November 13, 2001, alleging that
the Company owed it $118,000 in fees.
On July 17, 2002, an interim award was issued in favor of the
Registrant against EMC, ordering the return of the initial installment of
500,000 shares and denying EMC's claim for $118,000. A status conference is
currently being scheduled at which the parties will agree upon a procedure for
the Registrant to request that the award be increased to include recovery of its
attorneys' fees and expenses for arbitration. Once the issue of attorneys' fees
and expenses has been resolved, the Registrant will ask the Orange County
Superior Court to confirm the arbitrator's award. Currently, the interim award
is not a final judgment; however, because this matter was submitted to binding
arbitration, EMC has only limited grounds to appeal the award.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPACEDEV, INC.
By: /s/ James W. Benson
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James W. Benson, Chief Executive Officer
and Chairman of the Board
Date: July 29, 2002