formposam.htm
As filed
with the Securities and Exchange Commission on January 6, 2009
Registration
No. 333-131778
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 6 TO
FORM
SB-2
ON
FORM S-1/A
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SPACEDEV,
INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or jurisdiction of incorporation or
organization)
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3760
(Primary
Standard Industrial Classification
Code Number)
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84-1374613
(I.R.S.
Employer Identification No.)
|
13855
Stowe Drive
Poway,
California
(858)
375-2000
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92064
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(Address
and Telephone number of Principal Executive Offices)
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(Zip
Code)
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Richard
B. Slansky
Chief
Financial Officer
SpaceDev,
Inc.
13855
Stowe Drive
Poway,
California 92064
(858)
375-2000
(Name,
Address and Telephone Number, Including Area Code, of Agent for
Service)
Copy
to:
Scott
A. Berdan, Esq.
Holland
& Hart LLP
1800
Broadway, Suite 300
Boulder,
Colorado 80302
(303)
473-2700
Approximate
date of commencement of proposed sale to the public: Not applicable, as this
Post-Effective Amendment No. 6 to Form SB-2 on Form S-1/A will deregister the
registered but unsold securities under the registration statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: o
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
Indicate
by check mark whether registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer |
o
|
Accelerated
Filer |
o
|
Non-accelerated
filer |
o
|
Smaller
reporting company |
x
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DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment No. 6 to Form SB-2 on Form S-1/A relates to the
Registration Statement on Form SB-2, as amended (File No. 333-131778) (the
"Registration Statement"), of SpaceDev, Inc., a Delaware corporation (the
"Company"), pertaining to 12,140,280 shares of the Company's common stock, par
value $0.0001 per share (the "Common Stock"), which was filed with the
Securities and Exchange Commission and became effective on June 20, 2006. The
Registration Statement registered the Common Stock for resale by the selling
security holders named therein.
On
October 20, 2008, the Company entered into the Agreement and Plan of Merger with
Sierra Nevada Corporation and its wholly-owned subsidiary pursuant to which all
of the Company’s common stock has been acquired for cash and the Company became
a wholly-owned subsidiary of Sierra Nevada Corporation (the
“Merger”). The closing of the Merger was consummated on December 16,
2008. As a result of the Merger, the offering pursuant to the
Registration Statement has been terminated. In accordance with an undertaking
made by the Company in the Registration Statement to remove from registration,
by means of a post-effective amendment, any of the securities which remain
unsold at the termination of the offering, the Company hereby removes from
registration the securities of the Company registered but unsold under the
Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, and Rule 478
thereunder, the Registrant has duly caused this Post-Effective Amendment No. 6
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Poway, State of California on January 6, 2009.
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SPACEDEV,
INC.
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By:
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/s/ Richard B. Slansky
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Richard
B. Slansky
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Chief
Financial Officer
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