OptionMonster
16年前
This sucks>>Was hoping SPDV would become a big board stock some day>>Oh well!>>
SpaceDev Signs Agreement to Be Acquired by Sierra Nevada Corporation
POWAY, CA -- (Marketwire) -- 10/20/08 -- SpaceDev, Inc. (OTCBB: SPDV) announced today that it has signed an agreement to be acquired by privately-held Sierra Nevada Corporation (SNC). Under the agreement, SNC would acquire for cash the outstanding equity of SpaceDev for the gross purchase price of $38 million, which after certain deductions is expected to result in a net price to holders of SpaceDev common stock between $0.68 and $0.72 per share. The expected price represents a premium of between 42% and 50% over the average closing price of SpaceDev's common stock over the 30 trading days preceding this announcement.
The transaction, which is subject to certain conditions, including stockholder approval, has been approved by SpaceDev's Board of Directors and will be presented to SpaceDev's stockholders for a vote which is expected to occur in December. Stockholder approval will be solicited by SpaceDev by means of a proxy statement, which will be mailed to SpaceDev's stockholders upon completion of the required Securities and Exchange Commission filing and review process. Certain of SpaceDev's officers and principal security holders, who collectively beneficially own approximately 37 percent of SpaceDev's common stock (including shares issuable upon conversion of preferred stock and exercise of options and warrants held by them), have agreed to vote in favor of the merger at the SpaceDev stockholder meeting and have granted proxies to SNC for that purpose.
"The acquisition of SpaceDev, which has a tremendous space heritage with products that have flown on 250 spacecraft, represents a dynamic expansion of SNC's space technology capabilities, proven system integration, communications, networking and intelligence capabilities in the space sector," said Fatih Ozmen, Chief Executive Officer of SNC. "We believe that combining SpaceDev's unique technological offerings, manufacturing capabilities and talented team with our existing space business and technology base will allow us to significantly increase our capacity and scalability while better serving our customers and making us a leader in space technology with access to a much wider customer and technology base."
SNC expects to form an integrated space technologies unit with this SpaceDev acquisition, SNC's subsidiary, MicroSat Systems, and the other SNC space operations and capabilities that will provide advanced satellite systems, propulsion systems, space vehicle systems and a wide array of subsystems and components to defense, civil government, and corporate customers.
"This is an exciting and positive step for us and our shareholders," said Mark N. Sirangelo, Chairman and Chief Executive Officer of SpaceDev.
"There are significant synergies between SNC and SpaceDev and we believe that our combined space products will be well received by the emerging space markets. We expect our employees and customers to greatly benefit in the future from this acquisition. My team and I look forward to working with the outstanding management and staff of SNC."
Cowen and Company acted as the exclusive financial advisor to SpaceDev for this transaction. Heller Ehrman LLP and Stradling Yocca Carlson & Rauthand acted as legal advisors to SpaceDev, while Holland & Hart LLP acted as legal advisor to SNC.
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Entangled Proton
16年前
SpaceDev Founder Jim Benson Dies at 63
American entrepreneur Jim Benson, founder of the aerospace firm SpaceDev that helped build the rocket engine that launched the world's first privately-built manned spaceship into suborbital space, died early Friday of a brain tumor, the company announced today.
Benson died in his sleep from a glioblastoma multiforme brain tumor, which he was diagnosed with last year, SpaceDev officials said. He was 63.
Whole story;
http://www.space.com/news/081010-jimbenson-obit.html
OptionMonster
16年前
SpaceDev Joins SpaceShipTwo Team
POWAY, CA -- (Marketwire) -- 08/18/08 -- SpaceDev, Inc. (OTCBB: SPDV) announced today that it has signed a multi-year contract with Scaled Composites to assist Scaled in the development of a production rocket motor for the first commercial space vehicle designed for space tourism called SpaceShipTwo. The vehicle is being designed by Scaled for Virgin Galactic and is part of a complete space system that also includes the recently unveiled WhiteKnightTwo carrier aircraft. The WhiteKnightTwo aircraft will ferry SpaceShipTwo and thousands of private astronauts, science packages and payloads as the first stage of Virgin Galactic's sub-orbital space experience.
"We are thrilled to once again be part of the Scaled Composites/Virgin Galactic team and to be able to assist the team on this historic aviation and space endeavor," said Mark N. Sirangelo, Chairman and CEO of SpaceDev.
"Burt Rutan, Doug Shane and the Scaled team have yet again created an outstanding design that will be the first commercial venture to open space to large numbers of the public."
Under the contract, SpaceDev will be the lead rocket motor team member for SpaceShipTwo and will collaborate with Scaled's internal design team to develop a production ready hybrid rocket motor. The SpaceDev teaming will be similar to that done from 2001 through 2004 on the SpaceShipOne program, in that SpaceDev will be providing engineering services to refine the design of the hybrid rocket motor being developed by Scaled Composites, as well as providing the development, manufacture and integration of key rocket motor system components. Also, SpaceDev will again be conducting ground tests on those motor components and will be working to assist Scaled in the full-scale rocket test program both on the ground and during SpaceShipTwo flight tests. The contract, which runs through 2012, has an initial value of approximately $15 million for work to be primarily completed over the next two years.
"Scaled and SpaceDev have worked together successfully in the past and we are very pleased to welcome them back onto the team," commented Doug Shane, President of Scaled Composites. "We look forward to a long relationship that will result in the successful initiation of commercial human space travel."
Additional information regarding the contract can be found at: www.spacedev.com/sec_filings_financial_reports.php then click on 8-K reports.
Additional information regarding the program can be found at: www.virgingalactic.com and www.scaled.com.
peewee
16年前
Spacedev, Inc. - Current report filing (8-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): August 15, 2008
SPACEDEV, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-28947 84-1374613
(State or Other Jurisdiction
of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
13855 Stowe Drive, Poway, California 92064
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (858) 375-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Item 1.01. Entry into a Material Definitive Agreement
On August 15, 2008, we were awarded a multi-year cost plus fixed fee contract with Scaled Composites, LLC of Mojave, CA to provide certain services and goods in order to develop, test and supply technology and hardware relating to hybrid rocket motor systems and component parts and integrate them into the SpaceShipTwo vehicle system design. The spacecraft is being designed by Scaled for Virgin Galactic and is part of a complete space system that also includes the WhiteKnightTwo carrier aircraft. The contract runs through 2012 and has an initial value of approximately $15 million, with a majority of the work anticipated to be completed over the next two years.
This contract is a follow-on arrangement to the successful SpaceShipOne program. The goal of the program is to design, build and flight test a SpaceShipTwo suborbital tourism vehicle with a hybrid rocket motor system. The design of this vehicle is expected to be passed to The SpaceShip Company, a separate joint venture company between Scaled and Virgin, which will be responsible for building the first commercial vehicles for public use. As part of this contract, we will be re-creating the team that was successful during the SpaceShipOne program and will be providing services to support and enhance the existing hardware, according to a detailed statement of work provided by Scaled.
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.
Date: August 18, 2008 By: /s/ Richard B. Slansky
Richard B.
Slansky
President & Chief Financial Officer
roger wilco
17年前
SpaceDev ORS Satellite Program a Success
Company Delivers on Contract Despite Launch Vehicle Anomaly
SpaceDev Trailblazer Satellite mounted for launch
SpaceDev
POWAY, CA--(Marketwire - August 4, 2008) - SpaceDev, Inc. (OTCBB: SPDV) would like to express its continued support and commitment to SpaceX and the Falcon 1 Launch Vehicle Program, despite its recent launch failure. The Falcon 1 Flight 3 vehicle carried the SpaceDev Trailblazer satellite, which SpaceDev had delivered under contract to the Department of Defense Operationally Responsive Space (ORS) office.
In spite of the SpaceX launch vehicle anomaly, the program was deemed a very positive step in SpaceDev's history and a successful development in the rapid build and delivery of small satellites. The mission, called JumpStart, was provided for and funded by the ORS office of the Air Force Research Laboratory at Kirtland Air Force Base in New Mexico. It was the inaugural mission of the ORS office and was a multi-pronged effort to learn the process changes necessary to rapidly procure, build and integrate a responsive payload. SpaceDev delivered the spacecraft on-schedule and on-budget and met all the criteria set out by ORS. During the ORS down select, where SpaceDev's Trailblazer satellite was chosen for the flight, SpaceDev fully demonstrated its approach to modular responsive satellites. SpaceDev completed all contracted work by delivering the satellite to ORS and was fully paid for the delivery, so it incurs no financial risk as a result of the launch failure.
"We wish to express our sincere appreciation to the ORS office for selecting and supporting our Trailblazer as ORS's first satellite, and to the Missile Defense Agency for its role in the development of the initial prototype program which lead to Trailblazer," said Mark N. Sirangelo, Chairman and Chief Executive Officer of SpaceDev. "With the delivery of the Trailblazer, SpaceDev has ushered in a new standard for low-cost satellites. The space business is one of great challenges, which are met by people taking great risks. While the Falcon 1 Flight 3 launch was not a success, it does not diminish the hard work and efforts of the dedicated teams that, combined with the strong government support provided by the ORS office, enabled us to accomplish the unprecedented in-space history accomplishment of delivering a fully functional satellite within six months from ORS' authorization to proceed. Our satellite systems represent an excellent value and balance risk, cost, schedule and performance, so we look forward to a long and successful relationship with the ORS office, the Department of Defense, and SpaceX."
Additional information regarding the launch can be found at www.spacex.com.
About SpaceDev
SpaceDev, Inc. is a space technology/aerospace company that creates and sells affordable and innovative space products and mission solutions. For more information, visit www.spacedev.com.
Except for factual statements made herein, this news release consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words such as "believe," "intends," "expects," "plans," "anticipates" and variations thereof, identify forward-looking statements, although their absence does not mean that a statement is not forward looking. Forward-looking statements are based on the Company's current expectations, and are not guarantees of performance. The Company's actual results could differ materially from its current expectations. Factors that could contribute to such differences include risks and uncertainties associated with the Company's ability to effectively manage schedule changes or cancellation of customer orders, control costs and expenses, and obtain additional financing, if needed. Reference is also made to other factors described in the Company's periodic reports filed with the SEC, including the Company's most current Annual Report on Form 10-KSB and subsequent Quarterly Reports on Form 10-QSB. These forward-looking statements speak only as of the date of this release. SpaceDev does not intend to update these forward-looking statements.
dance621126
17年前
SPDV's trailblazer bus set to launch
Jumpstart trailblazer ready to go 29th July 30-Jun-08 03:30 pm
http://www.spacex.com/press.php?page=43
Firing represents the final major event before launch to orbit.
Hawthorne CA – Space Exploration Technologies Corp. (SpaceX) successfully conducted a full launch dress rehearsal and hold down firing of the Falcon 1 Flight 3 vehicle on June 25, 2008 (Marshall Island Time) on Omelek Island, SpaceX’s launch site at the Kwajalein Atoll. This test is the final step before launch of the Falcon 1 rocket.
This marks the first launch pad firing of SpaceX’s new Merlin 1C regeneratively cooled engine, which operated at full power with only the hold-down system restraining the rocket from flight. In the coming weeks, SpaceX will conduct a thorough review of all data prior to the opening of the launch window for flight, which runs from late July through early September.
“We are definitely not tied to the clock for this launch, and we are checking and crosschecking every aspect of the vehicle and ground systems to ensure a successful mission,” said Elon Musk, CEO and CTO of SpaceX. “Our primary concerns remain the safety and reliability of our vehicle, and the successful delivery of the Defense Department and NASA satellites to orbit.”
During launch, SpaceX will use the extensive range safety, tracking and telemetry services provided by the Reagan Test Site (RTS) at the United States Army Kwajalein Atoll (USAKA) in the Central Pacific. The next launch window opens 29 July and runs through 6 August, followed by one from 29 August to 5 September.
The Falcon 1 will carry the Trailblazer satellite for the Jumpstart Program of the Department of Defense’s Operationally Responsive Space Office (ORS). Additional secondary payloads include an adapter system developed by the government of Malaysia that holds two small NASA satellites.
SpaceX will provide complete launch day coverage and a live webcast of the launch and ascent into orbit.
Details will be announced as the launch date approaches via the SpaceX.com website.
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