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): April 23, 2008 (April 21, 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)

(858) 375-2000

(Registrant's Telephone Number, including area code)

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:

 Written communications pursuant to Rule 425 under the Securities Act

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

1

Item 5.02.  Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2005, we entered into Executive Employment Agreements (“Agreements”) with Mark N. Sirangelo and Richard B. Slansky pursuant to which Mr. Sirangelo was employed as our Chief Executive Officer and Vice Chairman (subsequently Chairman of the Board in September 2006) and Mr. Slansky was employed as our President and Chief Financial Officer. The Agreements had an initial term of two years, and were automatically renewed in December 2007, for a third year, since neither we nor Messrs. Sirangelo or Slansky provided written notice of intent not to renew. The Agreements were previously filed as exhibits to our Form 8-K filed December 23, 2005.

On April 21, 2008, we entered into separate Addendums to the Agreements, one with Mark N. Sirangelo and the other with Richard B. Slansky. The Addendums outline certain cash and stock option performance based 2008 bonus incentives for Messrs Sirangelo and Slansky, and are attached in their entirety as exhibits to this Current Report on Form 8-K. In general, if Mr. Sirangelo achieves all of his performance objectives he would receive $96,000, and all 1,000,000 of his performance-vesting stock options granted April 21, 2008 would vest; and if Mr. Slansky achieves all of his performance objectives he would receive $40,000, and all 600,000 of his performance-vesting stock options granted April 21, 2008 would vest.

Item 9.01  Financial Statements and Exhibits

(d)           Exhibits.

The following Exhibits are hereby filed as part of this Current Report on Form 8-K:

Exhibit                      Description

10.1 Addendum to Executive Employment Agreement dated December 20, 2005; entered into on April 21, 2008 with Mark N. Sirangelo

10.2 Addendum to Amended and Restated Executive Employment Agreement dated December 20, 2005; entered into on April 21, 2008 with Richard B. Slansky

2

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:  April 23, 2008                                                                                     By:           /s/ RICHARD B. SLANSKY

      Richard B. Slansky

      President & Chief Financial Officer

3

EX-10.1

ADDENDUM TO EXECUTIVE

EMPLOYMENT AGREEMENT

This Addendum to the Executive Employment Agreement (the “Agreement”) dated December 20, 2005 between SpaceDev, Inc. (“SpaceDev,” or the “Company”) and Mark N. Sirangelo (“Executive”) is entered into as of April 21, 2008 with respect to the Renewal Term of the Agreement.  The Agreement was automatically renewed, pursuant to Section 1(b) of the Agreement, for the Renewal Term.

Under Section 3(b) of the Agreement, Executive’s bonus compensation for the Term and the Renewal Term shall be as set forth on Exhibit B to the Agreement.  Such Exhibit B set forth performance objectives and related bonus compensation amounts with respect to the Term, and provided that for the Renewal Term Executive would be eligible for bonuses as “determined mutually by the Board and Executive.”

SpaceDev and Executive hereby memorialize in this addendum the following performance objectives and related bonus compensation amounts which they have mutually determined for the Renewal Term.

Upon achievement of each performance objective listed below, the bonus award next to each such performance objective shall become payable to Executive upon achievement, provided, that Executive remains an employee of the Company through the date of such achievement, except as otherwise set forth below.

All determinations of net cash provided by operations, net revenue and income from operations shall be made in accordance with GAAP.

The Executive Options refer to 1,000,000 stock options granted to Executive on the date of this addendum pursuant to the 2004 Equity Incentive Plan, with an exercise price equal to the fair market value of a common share on the grant date.  Except as set forth in this addendum (including the sentence following this one), the Executive Options shall never vest or be exercisable.

Item	Bonus Award	Performance Objective
1	$20,000 plus  vesting of 300,000 of the Executive Options	If the Company's net cash provided by operations, for the fiscal year ending December 31, 2008 ("Fiscal 2008"), which shall be determined in good faith by the Board in accordance with GAAP, is in excess of zero.  This bonus award shall be paid, if earned, by no later than April 15, 2009.

1

Item Bonus Award Performance Objective

2	$10,000 plus vesting of 200,000 of the Executive Options	If the Company's Funded Backlog on December 31, 2008 is in excess of 75% of the Company’s net revenues for Fiscal 2008.  Net revenues shall be determined in good faith by the Board in accordance with GAAP.  Funded Backlog shall be determined in good faith by the Board as the sum of:  (a) for government contracts:  backlog at December 31, 2008, but only to the extent the contract or contract phase associated with such backlog has been awarded, contracted, option-exercised (if applicable) and funded; (b) for government-related contracts:  backlog at December 31, 2008, but only to the extent the prime contractor’s contract or contract phase associated with such backlog has been awarded, contracted, option-exercised (if applicable) and funded, and the subcontract to the Company is in full force and effect and every option held by the prime contractor (or any subcontractor above the Company) as to the work has been exercised in favor of the work; and (c) for other commercial contracts:  backlog at December 31, 2008 for firm, non-cancellable orders.   This bonus award shall be paid, if earned, by no later than April 15, 2009.
3	$30,000 plus vesting of 500,000 of the Executive Options	If the Company's income from operations for Fiscal 2008 minus total stock-based compensation expense for Fiscal 2008, each of which shall be determined in good faith by the Board in accordance with GAAP, is in excess of $750,000.  This bonus award shall be paid, if earned, by no later than April 15, 2009.
4	$9,000	If the Company’s income from operations for the first quarter of Fiscal 2008, minus total stock-based compensation for such first quarter of Fiscal 2008, each of which shall be determined in good faith by the Board in accordance with GAAP, exceeds $100,000.  This bonus award shall be paid, if earned, by no later than the 50th day after the end of such quarter.

2

Item Bonus Award Performance Objective

5	$9,000	If the Company’s income from operations for the second quarter of Fiscal 2008, minus total stock-based compensation for such second quarter of Fiscal 2008, each of which shall be determined in good faith by the Board in accordance with GAAP, exceeds $100,000.  This bonus award shall be paid, if earned, by no later than the 50th day after the end of such quarter.
6	$9,000	If the Company’s income from operations for the third quarter of Fiscal 2008, minus total stock-based compensation for such third quarter of Fiscal 2008, each of which shall be determined in good faith by the Board in accordance with GAAP, exceeds $100,000.  This bonus award shall be paid, if earned, by no later than the 50th day after the end of such quarter.
7	$9,000	If the Company’s income from operations for the fourth quarter of Fiscal 2008, minus total stock-based compensation for such fourth quarter of Fiscal 2008, each of which shall be determined in good faith by the Board in accordance with GAAP, exceeds $100,000.  This bonus award shall be paid, if earned, by no later than April 15, 2009.

In the event of a change in control of the Company by December 31, 2008, all of the Executive Options shall thereupon vest if Executive was an employee of the Company on the day such change in control was contracted for.

SpaceDev and Executive hereby further memorialize their determination that the three $12,500 Renewal Term bonus opportunities contemplated by such Exhibit B shall be inapplicable.

SPACEDEV, INC.

By:           /s/ RICHARD B. SLANSKY

Name:         Richard B. Slansky 

Title:   President and Chief Financial Officer

   /s/ MARK N. SIRANGELO

Mark N. Sirangelo

3

EX-10.2

ADDENDUM TO AMENDED AND RESTATED EXECUTIVE

EMPLOYMENT AGREEMENT

This Addendum to the Amended and Restated Executive Employment Agreement (the “Agreement”) dated December 20, 2005 between SpaceDev, Inc. (“SpaceDev,” or the “Company”) and Richard B. Slansky (“Executive”) is entered into as of April 21, 2008 with respect to the Renewal Term of the Agreement.  The Agreement was automatically renewed, pursuant to Section 1(b) of the Agreement, for the Renewal Term.

Under Section 3(b) of the Agreement, Executive’s bonus compensation for the Term and the Renewal Term shall be as set forth on Exhibit B to the Agreement.  Such Exhibit B set forth performance objectives and related bonus compensation amounts with respect to the Term, and provided that for the Renewal Term Executive would be eligible for bonuses as “determined mutually by the Board and Executive.”

SpaceDev and Executive hereby memorialize in this addendum the following performance objectives and related bonus compensation amounts which they have mutually determined for the Renewal Term.

Upon achievement of each performance objective listed below, the bonus award next to each such performance objective shall become payable to Executive upon achievement, provided, that Executive remains an employee of the Company through the date of such achievement, except as otherwise set forth below.

All determinations of net cash provided by operations, net revenue and income from operations shall be made in accordance with GAAP.

The Executive Options refer to 600,000 stock options granted to Executive on the date of this addendum pursuant to the 2004 Equity Incentive Plan, with an exercise price equal to the fair market value of a common share on the grant date.  Except as set forth in this addendum (including the sentence following this one), the Executive Options shall never vest or be exercisable.

1

Item	Bonus Award	Performance Objective
1	$10,000 plus  vesting of 200,000 of the Executive Options	If the Company's net cash provided by operations, for the fiscal year ending December 31, 2008 ("Fiscal 2008"), which shall be determined in good faith by the Board in accordance with GAAP, is in excess of zero.  This bonus award shall be paid, if earned, by no later than April 15, 2009.
2	$10,000 plus vesting of 100,000 of the Executive Options	If the Company's Funded Backlog on December 31, 2008 is in excess of 75% of the Company’s net revenues for Fiscal 2008.  Net revenues shall be determined in good faith by the Board in accordance with GAAP.  Funded Backlog shall be determined in good faith by the Board as the sum of:  (a) for government contracts:  backlog at December 31, 2008, but only to the extent the contract or contract phase associated with such backlog has been awarded, contracted, option-exercised (if applicable) and funded; (b) for government-related contracts:  backlog at December 31, 2008, but only to the extent the prime contractor’s contract or contract phase associated with such backlog has been awarded, contracted, option-exercised (if applicable) and funded, and the subcontract to the Company is in full force and effect and every option held by the prime contractor (or any subcontractor above the Company) as to the work has been exercised in favor of the work; and (c) for other commercial contracts:  backlog at December 31, 2008 for firm, non-cancellable orders.   This bonus award shall be paid, if earned, by no later than April 15, 2009.
3	$20,000 plus vesting of 300,000 of the Executive Options	If the Company's income from operations for Fiscal 2008 minus total stock-based compensation expense for Fiscal 2008, each of which shall be determined in good faith by the Board in accordance with GAAP, is in excess of $750,000.  This bonus award shall be paid, if earned, by no later than April 15, 2009.

In the event of a change in control of the Company by December 31, 2008, all of the Executive Options shall thereupon vest if Executive was an employee of the Company on the day such change in control was contracted for.

SpaceDev and Executive hereby further memorialize their determination that the three $12,500 Renewal Term bonus opportunities contemplated by such Exhibit B shall be inapplicable.

SPACEDEV, INC.

By:           /s/ MARK N. SIRANGELO

Name:        Mark N. Sirangelo 

Title:      Chief Executive Officer

   /s/ RICHARD B. SLANSKY 

Richard B. Slansky

2