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OMB APPROVAL
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OMB Number 3235-0145
Expires: December 31, 2005
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hours per response 11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SpaceDev, Inc.
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(Name of Issuer)
$0.0001 par value common stock
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(Title of Class of Securities)
846241 10 7
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(CUSIP Number)
James W. Benson - 13855 Stowe Drive, Poway, California 92064 (858) 375-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 2004
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE
CUSIP No. 84621 10 7
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
James W. Benson
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
USA
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7. Sole Voting Power
NUMBER OF 4,372,147
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 497,413
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 4,627,147
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
497,413
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,124,560
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
-205851274325%-2058512743
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14. Type of Reporting Person (See Instructions)
IN
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PAGE
ITEM 1. SECURITY AND ISSUER
SpaceDev, Inc. ("SpaceDev")
Common Stock, $0.0001 par value
13855 Stowe Drive
Poway, California 92064
ITEM 2. IDENTITY AND BACKGROUND
(a) James W. Benson
(b) 13855 Stowe Dr. Poway, CA. 92064
(c) Chief Executive Officer
(d) N/A
(e) N/A
(f) U.S. Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective November 18, 2004, Mr. Benson entered into a property settlement
agreement with his wife, Susan Benson, whereby4,372,147 shares previously held
by them as community property were transferred to Susan Benson. Susan Benson has
sole voting power and rights to disposition of such shares, which are equal to
approximately 21% of the outstanding common stock of the Company. In addition,
Mrs. Benson will receive one-half of vested options for 510,000 shares of common
stock in SpaceDev, and one-half of unvested options for 2,000,000 shares of
common stock in SpaceDev, as well as one-half of all other options received by
Mr. Benson pursuant to his current employment agreement with the Company in the
future. Another 497,413 shares held by Space Development Institute, and
previously reported by Mr. Benson as being indirectly beneficially owned by him,
are subject to limitations on the voting and disposition without the consent of
Mrs. Benson.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Benson holds 5,124,560 shares of the Company's common stock,
including shares issuable under fully vested options. Mr. Benson owns options
for an additional 1,000,000 shares which are unvested. 497,413 shares held
indirectly through Space Development Institute, a 501(c)(3) corporation, are
subject to limitations on his rights to vote and dispose of the shares. Space
Development Institute may only vote or dispose of the shares with the consent of
both James W. Benson and his wife, Susan Benson.
(b) As indicated under paragraph (a), Mr. Benson does not have sole
voting rights to 497,413 shares held by Space Development Institute.
(c) Effective November 18, 2004, Mr. Benson entered into a property
settlement agreement with his wife, Susan Benson, whereby 4,372,147 shares held
directly by Mr. Benson with his wife as community property were transferred to
Susan Benson. Susan Benson has sole voting power and rights to disposition of
such shares. Another 497,413 shares held by Space Development Institute are
subject to limitations on the voting and disposition without the consent of
Susan Benson.
(d) As indicated under paragraph (a), Mr. Benson does not have sole
voting rights to 497,413 shares held by Space Development Institute. Space
Development Institute is governed by its board of directors, which will direct
the voting of the shares held by it in SpaceDev, as well as the distribution of
dividends on or proceeds from the sale of such shares.
(e) N/A.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Susan Benson has received one-half of all stock options issued to Mr. Benson
from SpaceDev prior to the date of this report or to be issued pursuant to his
employment agreement with SpaceDev in the future. Pursuant to the employment
agreement dated January 21, 2000, as amended, Mr. Benson could receive
additional options to purchase up to 1,500,000 shares of SpaceDev's common stock
of which Mrs. Benson would be granted one-half, or 750,000. Following the
property settlement, he currently has rights to an incentive stock option for
5,000 shares exercisable at $0.9469 per share and non-qualified stock options
for 1,250,000 shares exercisable on an escalating scale set forth in his
employment agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
PAGE
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
November 23, 2004
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Date
/s/ James W. Benson
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Signature
James W. Benson
Chief Executive Officer
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Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)