UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

FORMWASHINGTON, 8-K D.C. 20549

CURRENTFORM REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 8-K

CURRENT DateREPORT ofPursuant Reportto Section 13 or 15(Dated) of earliestthe eventSecurities reported):Exchange May 11,Act 2001 of 1934

SPECIALDate DEVICES,of INCORPORATED Report (ExactDate name of registrantearliest asevent specifiedreported): inApril its26, charter) 2005

Delaware	0-19330	95-3008754
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)
14370 White Sage Road, Moorpark, California (Address of principal executive offices)		93021 (zip code)

SPECIAL DEVICES, INCORPORATED

(~~805) 553-1200 (Registrant's~~Exact ~~telephone~~name ~~number,~~of registrant ~~including~~as ~~area~~specified ~~code)~~in its charter)

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

Delaware

333-75869

95-3008754

(State or other jurisdiction
of incorporation)

(Commission
file number)

(IRS employer
identification no.)

14370 White Sage Road, Moorpark, California

93021

(Address of principal executive offices)

(Zip code)

(805) 553-1200

Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

~~Aerospace~~Check the ~~Sale~~ 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:

~~On May~~o ~~11,~~Written ~~2001~~communications wepursuant ~~completed the sale of the assets comprising our remaining Aerospace operations~~ to ~~PS/EMC West LLC, a subsidiary of Pacific Scientific~~Rule ~~Company,~~425 ~~for~~under ~~$46.9 million in cash. Copies of~~ the ~~press~~Securities ~~release~~Act ~~dated~~(17 ~~May 14,~~CFR ~~2001 and asset purchase agreement, as amended, have been filed as exhibits to this report~~230. ~~Proceeds from the sale were used to pay in full our senior term loan and to reduce borrowings under our revolving credit facility.~~ 425)

~~We previously~~o Soliciting ~~divested~~material ~~our~~pursuant ~~wholly~~to Rule ~~owned subsidiary, Scot, Incorporated, ("Scot") on September 21, 2000. See our Form 8~~14a-K12 ~~filed~~under ~~October 6, 2000 for further information on that divestiture. Together,~~ the ~~remaining~~Exchange ~~Aerospace~~Act ~~operations and Scot comprised our Aerospace segment. The disposal of the Aerospace segment will be accounted for as discontinued operations~~ (~~"Discontinued~~17 ~~Operations")~~CFR ~~in accordance with generally accepted accounting principles ("GAAP")~~240. The divestiture of Scot was originally accounted for as a sale of a subsidiary since it was only a part of our Aerospace business. We are required by GAAP to reclassify the Scot transaction to Discontinued Operations as the result of the sale of the remainder of the Aerospace operations. 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 ~~ITEM~~to 7.Rule ~~FINANCIAL~~13e-4(c) ~~STATEMENTS~~under ~~AND~~the ~~EXHIBITS~~ Exchange Act (17 CFR 240.13e-4(c))

~~Pro forma~~ITEM ~~Balance~~8.01 ~~Sheet~~Other ~~and Income Statement~~ Events.

~~The~~On April 26, 2005, ~~following~~Special ~~unaudited~~Devices, ~~Pro~~Incorporated ~~Forma~~(“SDI”) ~~Consolidated~~commenced ~~Balance~~the ~~Sheet~~solicitation ~~reflects~~(the ~~fiscal~~“Consent Solicitation”) ~~year~~of ~~2001~~the ~~historical~~consents ~~amounts~~of asholders of ~~January 28,~~its ~~2001~~11 ~~adjusted~~3/8% ~~for~~Senior ~~the~~Subordinated Notes ~~sale~~due by2008, ~~the~~Series ~~Company~~A ofand Series B (the ~~remaining~~ ~~Aerospace~~“Senior ~~operations~~Notes”), to ~~PS/EMC~~amend ~~West~~the Indenture ~~LLC~~dated onDecember ~~May 11~~15, ~~2001~~1998, as ifamended (the ~~transaction~~“Indenture”). ~~occurred~~SDI’s onConsent Solicitation ~~the~~Statement ~~balance~~dated ~~sheet~~April ~~date~~26, ~~presented.~~2005 is attached hereto as Exhibit 10.1.

The principal purpose of ~~SPECIAL~~the ~~DEVICES,~~Consent ~~INCORPORATED~~Solicitation ~~AND~~is ~~SUBSIDIARY PRO~~to ~~FORMA~~eliminate ~~CONSOLIDATED~~SDI’s ~~BALANCE~~obligation ~~SHEET~~under ~~(condensed) (Dollars~~the inIndenture to ~~thousands)~~ comply with Section 13 or 15(~~Unaudited~~d) of the Securities Exchange Act of 1934, as amended, which requires, among other things, that SDI file Quarterly and Annual Reports on Form 10-Q and 10-K, respectively, and Current Reports on Form 8-K with the Securities and Exchange Commission.

			As of January 28, 2001
			Historical			Pro forma Adjustments			Pro forma
Current assets:
	Cash and cash equivalents		$	2,959		$	(371	)	$	2,588
	Accounts receivable			20,928			(2,822	)		18,106
	Inventories			22,319			(10,685	)		11,634
	Other current assets			6,890			(27	)		6,863
		Total current assets		53,096			(13,905	)		39,191
Property, plant and equipment, at cost				135,810			(4,442	)		131,368
		Less accumulated depreciation & amortization		(55,320	)		2,908			(52,412	)
		Net property, plant and equipment		80,490			(1,534	)		78,956
Other assets				7,927			(1,472	)		6,455
			$	141,513		$	(16,911	)	$	124,602
Current liabilities:
	Accounts payable		$	19,765		$	(2,064	)	$	17,701
	Accrued liabilities			6,869			326			7,195
	Other current liabilities			4,668			12,357			17,025
	Current portion of long-term debt			24,179			(17,615	)		6,564
		Total current liabilities		55,481			(6,996	)		48,485
Deferred income taxes				5,232			—			5,232
Long-term debt, net of current portion				125,618			(25,618	)		100,000
		Total liabilities		186,331			(32,614	)		153,717
Redeemable common stock				31,375			—			31,375
Stockholders' equity (deficit)				(76,193	)		15,703			(60,490	)
			$	141,513		$	(16,911	)	$	124,602

If the Consent Solicitation is consummated, Sections 4.12 and 13.02 of the Indenture will be amended by (i) deleting SDI’s obligation to file periodic and current reports with the SEC and providing that quarterly and annual reports, which will contain certain financial and other information required to be included in the periodic reports filed with the SEC, will be sent to the trustee and holders of the Senior Notes and (ii) updating certain contact information, respectively.

3ITEM 9.01 Financial Statements and Exhibits.

~~The following~~(c) unaudited Pro Forma Consolidated Statement of Operations reflects fiscal year 2001 historical results for the interim period ended January 28, 2001 adjusted for the sale by the Company of its remaining Aerospace operations to PS/EMC West LLC on May 11, 2001, as if the transaction occurred at the beginning of the fiscal period presentedExhibits.

10.1 Consent ~~SPECIAL~~Solicitation ~~DEVICES,~~Statement ~~INCORPORATED~~dated ~~AND~~April ~~SUBSIDIARY PRO~~26, ~~FORMA CONSOLIDATED STATEMENT OF OPERATIONS (condensed) (Dollars in thousands) (Unaudited)~~ 2005.

			Three Months Ended January 28, 2001
			Historical			Pro forma Adjustments			Pro forma
Net sales			$	34,605		$	(4,424	)	$	30,181
Cost of sales				28,204			(2,617	)		25,587
		Gross profit		6,401			(1,807	)		4,594
Operating expenses				3,831			(442	)		3,389
		Earnings (loss) from operations		2,570			(1,365	)		1,205
Other (expense) income:
	Interest expense,net			(3,881	)		969			(2,912	)
	Other expense			(237	)		—			(237	)
		Total other (expense) income		(4,118	)		969			(3,149	)
		Earnings (loss) from continuing operations before income taxes		(1,548	)		(396	)		(1,944	)
Income tax provision (benefit)				(619	)		(158	)		(777	)
		Earnings (loss) from continuing operations	$	(929	)	$	(238	)	$	(1,167	)

SIGNATURES

4Pursuant 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.

The following unaudited Pro Forma Consolidated Statement of Operations reflects fiscal year 2000 historical results adjusted for the Aerospace segment divestiture as if the transactions occurred at the beginning of the fiscal period presented. The Company sold its wholly owned subsidiary, Scot, Incorporated, to an affiliate of Wind Point Partners IV, L.P. on September 21, 2000 and completed the sale of its remaining Aerospace operations to PS/EMC West LLC on May 11, 2001.

Date:	April 26, 2005

		SPECIAL DEVICES, INCORPORATED
		Registrant

		By:	/s/ JAMES E. REEDER
			James E. Reeder
			Vice President Finance
			(Principal Financial Officer)

~~SPECIAL DEVICES, INCORPORATED AND SUBSIDIARY PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (condensed) (Dollars in thousands) (Unaudited)~~ 2

			Fiscal Year Ended October 31, 2000
			Historical			Pro forma Adjustments			Pro forma
Net sales			$	168,244		$	(36,275	)	$	131,969
Cost of sales				137,813			(22,796	)		115,017
		Gross profit		30,431			(13,479	)		16,952
Operating expenses				19,474			(4,287	)		15,187
		Earnings (loss) from operations		10,957			(9,192	)		1,765
Other (expense) income:
	Interest expense, net			(20,268	)		7,901			(12,367	)
	Gain on sale of subsidiary			42,676			(42,676	)		—
	Other expense			(965	)		—			(965	)
		Total other (expense) income		21,443			(34,775	)		(13,332	)
		Earnings (loss) from continuing operations before income taxes		32,400			(43,967	)		(11,567	)
Income tax provision (benefit)				13,981			(18,820	)		(4,839	)
		Earnings (loss) from continuing operations	$	18,419		$	(25,147	)	$	(6,728	)

SPECIAL DEVICES INCORPORATED AND SUBSIDIARY NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

EXHIBITS

Exhibit No.		Description
99.3		Special Devices, Incorporated Press Release dated May 14, 2001
99.4		Asset Purchase Agreement, dated as of March 27, 2001, among the Company, PS/EMC West LLC and Pacific Scientific Company (solely with respect to section 7.2 thereof)
99.5		Amendment No. 1 to Asset Purchase Agreement dated as of May 11, 2001

SIGNATURE

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.

Date: May 25, 2001
	SPECIAL DEVICES, INCORPORATED
	By:	/s/ DONALD C. CAMPION Donald C. Campion Executive Vice President and Chief Financial Officer

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