Delaware
(State
of other jurisdiction of
incorporation
or organization)
|
84-1374613
(IRS
Employer
Identification
No.)
|
13855
Stowe Drive, Poway, California
(Address
of Principal Executive Offices)
|
92064
(Zip
Code)
|
Richard
B. Slansky
President
SpaceDev,
Inc.
13855
Stowe Drive
Poway,
CA 92064
(858)
375-2030
|
With
copies to:
Hayden
J. Trubitt, Attorney.
Heller
Ehrman LLP
4350
La Jolla Village Drive, 7th Floor
San
Diego, CA 92122
(858)
450-5754
|
(Name,
Address and Telephone Number, including area code of Agent for
Service)
|
Title
of securities to be registered
|
Amount
to be registered
|
Proposed
maximum offering price per share
|
Proposed
maximum aggregate offering price
|
Amount
of registration fee
|
Stock
Options and Common Stock (par value $.0001)
|
5,184,698
Shares
|
$1.20
|
$6,224,646.40
|
$1,643.32
|
(A)
|
SpaceDev
Colorado’s annual report on Form 10-KSB (Accession No. 0001031833-07-000007)
for the fiscal year ended December 31,
2006.
|
(B)
|
All
other reports filed by SpaceDev Colorado or SpaceDev Delaware pursuant
to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a)
above.
|
(C)
|
The
description of common stock contained in SpaceDev Colorado’s Registration
Statement on Form 10-SB (File No. 000-28947), pursuant to Section
12(g) of
the Exchange Act, including any amendment or report filed for the
purpose
of updating such description (including, without limitation, SpaceDev
Delaware’s Form 8-K filed on August 24, 2007 and SpaceDev Colorado’s
amended proxy statement filed on June 27, 2007). In connection
with the completion of the Reincorporation and by operation of Rule
12g-3
under the Securities Exchange Act of 1934, SpaceDev Delaware’s common
stock is deemed registered under Section 12(g) of the Exchange Act
and
SpaceDev Delaware has succeeded to SpaceDev Colorado’s attributes as the
Exchange Act registrant.
|
No.
|
Exhibit
|
23.1
|
Consent
of PKF, Certified Public Accountants, A Professional
Corporation
|
Signature
|
Title
|
Date
|
||
/s/
Mark N. Sirangelo
|
Chairman
of the Board of
|
September
6, 2007
|
||
Mark
N. Sirangelo
|
Directors,
Chief Executive
|
|||
Officer
and Director
|
||||
(principal
executive officer)
|
||||
/s/
Richard B. Slansky
|
President,
Chief Financial Officer,
|
September
6, 2007
|
||
Richard
B. Slansky
|
Director,
and Corporate Secretary
|
|||
(principal
financial and accounting
|
||||
officer)
|
||||
/s/ James W. Benson | Director | September 6, 2007 | ||
James W. Benson | ||||
/s/
Curt Dean Blake
|
Director
|
September
6, 2007
|
||
Curt
Dean Blake
|
||||
/s/
Howell M. Estes, III
|
Director
|
September
6, 2007
|
||
Gen.
Howell M. Estes, III
|
||||
|
||||
/s/
Wesley T. Huntress
|
Director
|
September
6, 2007
|
||
Wesley
T. Huntress
|
||||
/s/
Scott McClendon
|
Director
|
September
6, 2007
|
||
Scott
McClendon
|
||||
/s/
Scott Tibbitts
|
Director
|
September
6, 2007
|
||
Scott
Tibbitts
|
||||
/s/
Robert S. Walker
|
Director
|
September
6, 2007
|
||
Robert
S. Walker
|
Exh.
|
Description
|
23.1
|
Consent
of PKF, Certified Public Accountants, A Professional
Corporation
|