formposam.htm
Registration
No. 333-139658
Registration
No. 333-123633
Registration
No. 333-47338
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-8 REGISTRATION STATEMENT NO. 333-139658
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM
S-8 REGISTRATION STATEMENT NO. 333-123633
POST-EFFECTIVE
AMENDMENT NO. 3 TO
FORM
S-8 REGISTRATION STATEMENT NO. 333-47338
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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84-1374613
(I.R.S.
Employer Identification No.)
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13855
Stowe Drive
Poway,
California 92064
(858)
375-2000
(Address
and Telephone number of Principal Executive Offices)
2004
Equity Incentive Plan
Stock
Option Plan of 1999
Employee
Stock Purchase Plan of 1999
(Full
Title of Plans)
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
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
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o
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Accelerated
Filer
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o
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Non-accelerated
filer
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o
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Smaller
reporting company
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x
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DEREGISTRATION
OF SECURITIES
This
Post-Effective Amendment of SpaceDev, Inc., a Delaware corporation (the
"Company"), amends (i) Registration Statement No. 333-139658 on form S-8,
filed with the Securities and Exchange Commission (the “Commission”) on December
26, 2006 and as amended to date, (ii) Registration Statement No. 333-123633
on form S-8, filed with the Commission on March 29, 2005 and as amended to date,
and (iii) Registration No. 333-47338 on Form S-8, filed with the
Commission on October 5, 2000 and as amended to date (collectively, the
"Registration Statements"). The Registration Statements registered:
(i) 5,000,000 of the Company's stock options and common stock, issued
pursuant to the 2004 Equity Incentive Plan (the “2004 Plan”), (ii) 5,000,000
shares of the Company’s stock options and common stock, pursuant to the 2004
Plan, and (iii) 5,184,609 of the Company’s stock options and common stock,
issued pursuant to the Stock Option Plan of 1999 and the Employee Stock Purchase
Plan of 1999 (the “1999 Plans” and together with the 2004 Plan, the “SpaceDev
Plans”).
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 offerings pursuant to the
SpaceDev Plans and the Registration Statements have been terminated. In
accordance with an undertaking made by the Company in the Registration
Statements to remove from registration, by means of a post-effective amendment,
any of the securities which remain unsold each Registration Statement, the
Company hereby removes from registration the securities of the Company
registered but unsold under the Registration Statements.
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 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
Richard
B. Slansky
Chief
Financial Officer
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