-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ThUvF0+7C9JRfipYzYlqAp/Vd3sn+0nH+fBCgxakKwZkgPDCP2ZPuT9Eja7vCutN kNAxlpkThVQsKPQZgLU9Wg== 0000914121-04-001896.txt : 20040914 0000914121-04-001896.hdr.sgml : 20040914 20040913214834 ACCESSION NUMBER: 0000914121-04-001896 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040914 DATE AS OF CHANGE: 20040913 GROUP MEMBERS: JOHN JOSEPH GORMAN AND TAMRA I. GORMAN GROUP MEMBERS: TEJAS SECURITIES GROUP, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPACEHAB INC \WA\ CENTRAL INDEX KEY: 0001001907 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 911273737 STATE OF INCORPORATION: WA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44975 FILM NUMBER: 041028530 BUSINESS ADDRESS: STREET 1: 300 D STREET S W STREET 2: STE 814 CITY: WASHINGTON STATE: DC ZIP: 20024 BUSINESS PHONE: 7038213000 MAIL ADDRESS: STREET 1: 1595 SPRING HILL ROAD STREET 2: SUITE 360 CITY: VIENNA STATE: VA ZIP: 22182 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTECH CAPITAL CORP CENTRAL INDEX KEY: 0000869688 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 133577716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2700 VIA FORTUNA STREET 2: SUITE 400 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5123068222 MAIL ADDRESS: STREET 1: 2700 VIA FORTUNA STREET 2: SUITE 400 CITY: AUSTIN STATE: TX ZIP: 78746 SC 13D 1 ts698566-13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __) SPACEHAB, Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 846243103 - -------------------------------------------------------------------------------- (CUSIP Number) Westech Capital Corp. 2700 Via Fortuna, Suite 400 Austin, Texas 78746 Attention: President and Chief Operating Officer - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 13, 2004 - -------------------------------------------------------------------------------- (Dates of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the following box. [_] (Continued on following pages) (Page 1 of 11 Pages) CUSIP No. 846243103 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Westech Capital Corp. 13-3577716 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (See Instructions) 4 WC - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) or 2(e)[ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 0 NUMBER OF SHARES -------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 692,732(1) OWNED BY -------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 0 REPORTING PERSON -------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 692,732(1) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 692,732(1) - -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.5%(2) - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 CO - -------------------------------------------------------------------------------- (1) John Joseph Gorman owns 58% of the common stock of Westech Capital Corp. and, as a result, may be deemed to beneficially own the shares of common stock that are beneficially owned by Westech Capital Corp. Westech Capital Corp. and Mr. Gorman share voting and dispositive power with respect to 151,400 shares of common stock, which are held by Westech Capital Corp. Westech Capital Corp., Mr. Gorman and Tejas Securities Group, Inc., a wholly-owned subsidiary of Westech Capital Corp., share voting and dispositive power with respect to 541,332 shares of common stock, which are held in a proprietary trading account of Tejas Securities Group, Inc. (2) Assumes a total of 12,562,240 shares outstanding, based on the amount reported in SPACEHAB, Incorporated's most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004. Page 2 of 11 CUSIP No. 846243103 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tejas Securities Group, Inc. 74-2696352 - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (See Instructions) 4 WC - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) or 2(e)[ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Texas - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 0 NUMBER OF SHARES -------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 541,332(1) OWNED BY -------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 0 REPORTING PERSON -------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 541,332(1) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 541,332(1) - -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.3%(2) - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 CO - -------------------------------------------------------------------------------- (1) Tejas Securities Group, Inc., a wholly-owned subsidiary of Westech Capital Corp., Westech Capital Corp., and Mr. Gorman share voting and dispositive power with respect to 541,332 shares of common stock, which are held in a proprietary trading account of Tejas Securities Group, Inc. (2) Assumes a total of 12,562,240 shares outstanding, based on the amount reported in SPACEHAB, Incorporated's most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004. Page 3 of 11 CUSIP No. 846243103 13D - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John Joseph Gorman and Tamra I. Gorman - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------------------------- SOURCE OF FUNDS (See Instructions) 4 John Joseph Gorman-PF; Tamra I. Gorman-OO - -------------------------------------------------------------------------------- CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 5 2(d) or 2(e)[ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 31,225(1) NUMBER OF SHARES -------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 797,419(2) OWNED BY -------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 31,225(1) REPORTING PERSON -------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 797,419(2) - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 828,644(3) - -------------------------------------------------------------------------------- CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.6%(4) - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - -------------------------------------------------------------------------------- (1) Mr. Gorman has sole voting and dispositive power with respect to 31,225 shares of common stock, which are held in his 401(k) account. (2) Mr. Gorman and his spouse, Tamra I. Gorman, share voting and dispositive power with respect to (i) 52,344 shares of common stock, which are held by the Ryleigh Gorman Trust, a trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee, and (ii) 52,343 shares of common stock, which are held by the John Joseph Gorman V Trust, a trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee. Mr. Gorman owns 58% of the common stock of Westech Capital Corp and, as a result, may be deemed to beneficially own the shares of common stock that are beneficially owned by Westech Capital Corp. Mr. Gorman and Westech Capital Corp. share voting and dispositive power with respect to 151,400 shares of common stock, which are held by Westech Capital Corp. Mr. Gorman, Westech Capital Corp., and Tejas Securities Group, Inc., a wholly-owned subsidiary of Westech Capital Corp., share voting and dispositive power with respect to 541,332 shares of common stock, which are held in a proprietary trading account of Tejas Securities Group, Inc. (3) Mrs. Gorman may be deemed to beneficially own the shares of common stock which Mr. Gorman is deemed to beneficially own. Page 4 of 11 (4) Assumes a total of 12,562,240 shares outstanding, based on the amount reported in SPACEHAB, Incorporated's most recent Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004. Page 5 of 11 SCHEDULE 13D This Schedule 13D (the "Schedule 13D") is being filed on behalf of Westech Capital Corp., a Delaware corporation ("Westech"), and Tejas Securities Group, Inc., a Texas corporation ("Tejas"), relating to shares of common stock of SPACEHAB, Incorporated, a Washington corporation (the "Issuer"). This Schedule 13D is also being filed by John Joseph Gorman ("Mr. Gorman") and Tamra I. Gorman ("Mrs. Gorman"). Westech, Tejas, Mr. Gorman and Mrs. Gorman, as trustee of each of the Ryleigh Gorman Trust and the John Joseph Gorman V Trust (collectively, the "Trusts"), are making a joint filing with respect to such shares. Westech, Tejas, Mr. Gorman and Mrs. Gorman are collectively referred to herein as the "Reporting Persons." Because of activities that have been undertaken or may be undertaken by the Reporting Persons, the Reporting Persons may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (as amended, the "Exchange Act"). Notwithstanding the foregoing, the filing of this Schedule 13D should not be deemed an admission that the Reporting Persons comprise a group within the meaning of Section 13(d)(3) of the Exchange Act. Information with respect to each person filing this statement is given solely by such person and no person has responsibility for the accuracy or completeness of the information supplied by another person. Item 1. Security and Issuer This statement relates to the common stock, no par value ("Common Stock"), of the Issuer. The Issuer has its principal executive offices at 12130 Galveston Road (Hwy 3), Building 1, Webster, Texas 77598. Item 2. Identity and Background (a) This Schedule 13D is filed by Westech. The directors and executive officers of Westech are: Mr. Gorman, Chairman of the Board; Mark Salter, Chief Executive Officer and Director of Sales and Trading; Kurt J. Rechner, President and Chief Operating Officer; John F. Garber, Chief Financial Officer; Charles H. Mayer, Director; William A. Inglehart, Director; Barry A. Williamson, Director; and Clark N. Wilson, Director. As of the date hereof, Mr. Gorman beneficially owned approximately 58% of Westech's common stock. This Schedule 13D is also filed by Tejas. The directors and executive officers of Tejas are the same as those of Westech. This Schedule 13D is also filed by John Joseph Gorman and Tamra I. Gorman. (b) The business address of Westech, Tejas, each of their respective directors and executive officers, and Mr. Gorman and Mrs. Gorman is 2700 Via Fortuna, Suite 400, Austin, Texas 78746. (c) Westech is a holding company whose only operating subsidiary is Tejas. Tejas is engaged in the business of providing brokerage and related financial services to institutional and retail customers nationwide. The principal occupation of Mr. Gorman is Chairman of the Board of Westech. Mrs. Gorman is Mr. Gorman's spouse. (d) None of the Reporting Persons, or other persons with respect to whom information is given in response to this Item 2, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Page 6 of 11 (e) None of the Reporting Persons, or other persons with respect to whom this information is given in response to this Item 2, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Westech is a Delaware corporation. Tejas is a Texas corporation. The directors and executive officers of Westech and Tejas are United States citizens. Mr. and Mrs. Gorman are United States citizens. Item 3. Source and Amount of Funds As of September 13, 2004, Westech directly held 151,400 shares of Common Stock. Westech acquired those shares prior to such date. The source of funds used to acquire such shares was the working capital of Westech. On September 13, 2004, Tejas transferred 541,332 shares of Common Stock from a market-making account to a proprietary trading account. As of September 13, 2004, Mr. Gorman and Mrs. Gorman, through holdings in Mr. Gorman's 401(k) account and the Trusts, beneficially owned 135,912 shares of Common Stock. These shares were acquired at various times prior to such date. The source of the funds used to acquire such shares was the personal funds of Mr. Gorman and the Trusts. Item 4. Purpose of the Transaction Mr. and Mrs. Gorman originally acquired the Common Stock beneficially owned by them for investment purposes. Westech originally acquired the Common Stock directly owned by it for investment purposes. Tejas originally acquired the Common Stock beneficially owned by it for market-making activities. Recently, the Reporting Persons have become dissatisfied with the management and financial performance of the Issuer. As a result, the Reporting Persons intend to seek to influence management to take measures to maximize shareholder value. On September 13, 2004, Tejas transferred 541,332 shares of Common Stock from a market-making account to a proprietary trading account. On September 13, 2004, the Reporting Persons delivered a letter to the Issuer's secretary (a copy of which is attached to this filing as Exhibit 2 and incorporated herein by reference), in accordance with the Issuer's by-laws, providing notice of their intent to nominate three individuals to the Board of Directors of the Issuer at the 2004 Annual Meeting of Stockholders of the Issuer, including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof. The Reporting Persons intend to file a proxy statement and other relevant documents with the Securities and Exchange Commission and to solicit proxies in support of the election of their Page 7 of 11 nominees to the Issuer's Board of Directors. The Reporting Persons may also contact and consult with other stockholders of the Issuer concerning the Issuer, its prospects, and any or all of the foregoing matters. The Reporting Persons intend to pursue alternatives available in order to maximize the value of their investment in the Issuer. Such alternatives could include, without limitation, (i) the purchase of additional Common Stock in the open market, in privately negotiated transactions or otherwise, and (ii) the sale of all or a portion of the Common Stock now owned or hereafter acquired by them. The Reporting Persons may also transfer shares to or from a Reporting Person to another Reporting Person. The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Issuer in light of their general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. Except as set forth above, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of a registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those numerated above. Item 5. Interest in Securities of the Issuer (a) As of September 13, 2004, Westech beneficially owned in the aggregate 692,732 shares of Common Stock, 151,400 of which were held directly by Westech and 541,332 of which were held in the proprietary trading account for Tejas, which represents 5.5% of the Issuer's outstanding Common Stock, which such percentage was calculated by dividing (i) the 692,732 shares of Common Stock beneficially owned by Westech as of such date, by (ii) 12,562,240 shares of Common Stock outstanding, based upon the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 31, 2004. As of September 13, 2004, Tejas beneficially owned 541,332 shares of Common Stock, which represents 4.3% of the Issuer's outstanding Common Stock, which such percentage was calculated by dividing (i) the 541,332 shares of Common Stock beneficially owned by Tejas as of such date, by (ii) 12,562,240 shares of Common Stock outstanding, based upon the Issuer's Page 8 of 11 Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 31, 2004. As of September 13, 2004, Mr. Gorman and Mrs. Gorman beneficially owned in the aggregate 828,644 shares of Common Stock (including the 692,732 shares of Common Stock beneficially owned by Westech that Mr. Gorman may be deemed to beneficially own), which represents 6.6% of the Issuer's outstanding Common Stock, which such percentage was calculated by dividing (i) the 828,644 shares of Common Stock beneficially owned by Mr. Gorman and Mrs. Gorman as of such date, by (ii) 12,562,240 shares of Common Stock outstanding, based upon the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on March 31, 2004. In addition, as of September 13, 2004, Mr. Inglehart, a director of Westech and Tejas, beneficially owned 7,500 shares of Common Stock, which shares are held directly by his spouse. (b) Westech shares the power to vote and dispose of (i) 151,400 shares of Common Stock with Mr. Gorman and (ii) 541,332 shares of Common Stock with Tejas and Mr. Gorman. Tejas shares the power to vote and dispose of 541,332 shares of Common Stock with Westech and Mr. Gorman. Mr. Gorman has sole voting and dispositive power with respect to 31,225 shares of Common Stock held in his 401(k) account. Mr. Gorman and his spouse, Mrs. Gorman, share voting and dispositive power with respect to (i) 52,344 shares of Common Stock held by the Ryleigh Gorman Trust, a trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee, and (ii) 52,343 shares of Common Stock held by the John Joseph Gorman V Trust, a trust organized under the laws of the State of Texas of which Mrs. Gorman is the sole trustee. Mr. Gorman shares the power to vote and dispose of (i) 151,400 shares of Common Stock with Westech and (ii) 541,352 shares of Common Stock with Westech and Tejas. As described in Item 2 above, Mr. Gorman is the Chairman of the Board of Westech and Tejas. In addition, as of the date hereof, Mr. Gorman beneficially owned approximately 58% of Westech's common stock. The filing of this Schedule 13D shall not be construed as an admission that Westech or Tejas is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the 31,225 shares of Common Stock held in Mr. Gorman's 401(k) account or any of the 104,687 shares of Common Stock held in the Trusts. The filing of this Schedule 13D shall not be construed as an admission that Mr. Gorman and Mrs. Gorman are, for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the 692,732 shares of Common Stock beneficially owned by Westech or any of the 541,332 shares of Common Stock beneficially owned by Tejas. (c) Except as described in Items 3 and 4 above, none of the Reporting Persons have engaged in any transactions in the Common Stock during the 60 days preceding the date of this Schedule 13D, except as follows: Page 9 of 11 Holder Date Transaction Shares Price -------------------------- ------- ----------- ------ ------- Ryleigh Gorman Trust 8/31/04 Buy 40,000 $2.50 8/16/04 Sale 10,000 $2.45 8/11/04 Buy 5,694 $2.1996 7/26/04 Buy 2,550 $2.8596 John Joseph Gorman V Trust 8/31/04 Buy 40,000 $2.50 8/16/04 Sale 10,000 $2.45 8/11/04 Buy 5,693 $2.1996 7/26/04 Buy 2,550 $2.8596 (d) Not Applicable. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not Applicable. Item 7. Material to be Filed as Exhibits Exhibit 1 Joint Filing Agreement dated September 13, 2004, among Westech, Tejas, Mr. Gorman and Mrs. Gorman. Exhibit 2 Letter dated September 13, 2004, from the Reporting Persons to the Corporate Secretary of the Issuer notifying the Issuer of the Reporting Persons' intent to nominate three individuals for election to the Issuer's Board of Directors at the Issuer's next annual meeting of stockholders. Page 10 of 11 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 13, 2004 Westech Capital Corp. By: /s/ Kurt J. Rechner ------------------------------------ Kurt J. Rechner, President and Chief Operating Officer Tejas Securities Group, Inc. By: /s/ Kurt J. Rechner ------------------------------------ Kurt J. Rechner, President and Chief Operating Officer /s/ John Joseph Gorman ---------------------------------------- John Joseph Gorman /s/ Tamra I. Gorman ---------------------------------------- Tamra I. Gorman Page 11 of 11 EX-1 2 ts698566-ex1.txt JOINT FILING AGREEMENT DATED SEPTEMBER 13, 2004 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, no par value, of SPACEHAB, Incorporated, a Washington corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of September 13, 2004. Westech Capital Corp. By: /s/ Kurt J. Rechner ------------------------------------ Kurt J. Rechner, President and Chief Operating Officer Tejas Securities Group, Inc. By: /s/ Kurt J. Rechner ------------------------------------ Kurt J. Rechner, President and Chief Operating Officer /s/ John Joseph Gorman ---------------------------------------- John Joseph Gorman /s/ Tamra I. Gorman ---------------------------------------- Tamra I. Gorman EX-2 3 ts698566-ex2.txt LETTER DATED SEPTEMBER 13, 2004 EXHIBIT 2 Notice of Nomination --------------------------- John J. Gorman 2700 Via Fortuna, Suite 400 Austin, Texas 78746 Westech Capital Corp. 2700 Via Fortuna, Suite 400 Austin, Texas 78746 Tejas Securities Group, Inc. 2700 Via Fortuna, Suite 400 Austin, Texas 78746 September 13, 2004 BY FACSIMILE, U.S. MAIL AND OVERNIGHT COURIER SPACEHAB, Incorporated 12130 Highway 3, Building. 1 Webster, Texas 77598 Attention: Corporate Secretary Re: Notice of Stockholder Nominations for the 2004 Annual Meeting of SPACEHAB, Incorporated To Whom it May Concern: Pursuant to Section 10 of the Amended and Restated By-Laws of SPACEHAB, Incorporated (the "Corporation"), the undersigned hereby gives notice of its intention to nominate three individuals for election to the Board of Directors at the 2004 Annual Meeting of Stockholders of the Corporation, including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof (the "Annual Meeting"). John Gorman, an individual, ("Gorman") is the record holder of 31,225 shares of the common stock, no par value per share, of the Corporation ("Common Stock"). Gorman beneficially owns 828,644 shares of Common Stock, which include the shares of Common Stock beneficially owned by Westech Capital Corp., a Delaware corporation ("Westech") because, as the owner of 58% of the common stock of Westech, Mr. Gorman may be deemed to beneficially own the shares of Common Stock that are beneficially owned by Westech. Westech is the record holder of 151,400 shares of Common Stock. Westech beneficially owns 692,732 shares of Common Stock. Tejas Securities Group, Inc., a Texas corporation ("Tejas") is the record holder of 541,332 shares of Common Stock. Tejas beneficially owns 541,332 shares of Common Stock. Gorman, Westech, and Tejas (the "Stockholders") hereby represent that they are the holders of record of stock of the Corporation entitled to vote at the Annual Meeting. The Stockholders, as beneficial owners and the holders of record of the shares of Common Stock, intend to appear in person or by proxy at the Annual Meeting to nominate Roscoe Michael Moore, III, Thomas Boone Pickens, III and Barry A. Williamson for election as directors, each to serve until his successor is elected or qualified or until his earlier resignation or removal. The information required by Section 10 of the Corporation's By-Laws with respect to each nominee is set forth in Exhibit A attached hereto. The Stockholders intend to deliver a proxy statement and form of proxy to holders of a sufficient number of the Corporation's voting shares to elect the three nominees described in Exhibit A. The Stockholders reserve the right to nominate substitute or additional persons in the event that (1) the Board of Directors of the Corporation is expanded beyond its current size and/or (2) any of the current nominees is unable for any reason (including by reason of the taking or announcement of any action that has, or if consummated would have, the effect of disqualifying any such nominee) to serve as a director. The information included herein represents the Stockholders' best knowledge as of the date hereof. The Stockholders reserve the right, in the event such information shall be or become inaccurate, to provide corrective information to the Corporation as soon as reasonably practicable, although the Stockholders do not commit to update any information which may change from and after the date hereof. If this notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any nominee herein at the Annual Meeting, or if any individual nominee shall be unable to serve for any reason, this notice shall continue to be effective with respect to the remaining nominees and as to any replacement nominees selected by the Stockholders. 2 In addition, the Stockholders request written notice as soon as practicable of any alleged defects in this notice and reserves the right, following receipt of such notice, to either challenge, or attempt as soon as practicable to cure, such alleged defect. The Stockholders reserve the right to give further notice of additional nominations or business to be conducted at the Annual Meeting or other meeting of the Corporation's stockholders. Please direct any questions regarding the information contained in this notice to Dennis J. Block, Esq., Cadwalader, Wickersham & Taft LLP, 100 Maiden Lane, New York, New York 10038, (212) 504-5555 (Phone), (212) 504-5557 (Facsimile). [remainder of page intentionally left blank; signature page follows] 3 Sincerely, /s/ John J. Gorman - ----------------------------------- John J. Gorman Westech Capital Corp. By: /s/ Kurt J. Rechner ------------------------------- Kurt J. Rechner, President and Chief Operating Officer Tejas Securities Group, Inc. By: /s/ Kurt J. Rechner ------------------------------- Kurt J. Rechner, President and Chief Operating Officer 4 EXHIBIT A (i) Name and address of each nominee: Roscoe Michael Moore, III 1111 Army Navy Drive, Suite 1203 Arlington, Virginia 22202 Thomas Boone Pickens, III 2901 Scenic Drive Austin, Texas 78703 Barry A. Williamson 702 Crystal Creek Drive Austin, Texas 78746 (ii) A description of all arrangements or understandings between the Stockholders and each nominee and any other person or persons pursuant to which the nominations are to be made by the Stockholders: The Stockholders have agreed with each nominee to bear all costs and expenses of, and indemnify against all liability incurred by, each nominee in connection with such nominee being a candidate for election to the Corporation's Board of Directors. Each nominee will receive expense reimbursements from the Stockholders for serving as nominee whether or not elected. If elected as a director of the Corporation, each nominee will receive director's fees in accordance with the Corporation's practice and policies as set by the Board of Directors from time to time. Each of the nominees has agreed with the Stockholders to serve as nominee for the purposes of election to the Corporation's Board of Directors and, if elected, will propose a strategy of maximizing stockholder value. Except as disclosed in this notice, none of the nominees have any arrangements or understandings with the Stockholders or any other person pursuant to which the nominations are to be made. (iii) Other information regarding the nominees as would be required to be included in a proxy statement filed pursuant to Regulation 14A: 5 Roscoe Michael Moore, III, 33, is currently the President and Founder of PeerSat. From December 1998 to November 2002, Mr. Moore was a Venture Capital Associate with SpaceVest Venture Capital, in which he sourced, invested and managed early-stage space and satellite companies. For the past four years, Mr. Moore has served on the Board of Directors of the Washington Space Business Roundtable, a not-for-profit organization, and was recently elected Chairman of the Board of Directors. Thomas Boone Pickens, III, 47, is currently the Founder and President of T.B. Pickens & Co., a company that provides consulting services to corporations, public institutions and start-up organizations. Throughout his professional career, Mr. Pickens has founded and served as the Chairman for several companies that owned and operated numerous water and sewer utilities in various states, including Kentucky, Georgia, and South Carolina. From 1991 to 2002, Mr. Pickens was the Founder and Chairman of U.S. Utilities, Inc., a company which operated 114 water and sewer utilities on behalf of various companies affiliated with Mr. Pickens. From 1995 to 1999, Mr. Pickens was the Founder and Chairman of the Code Corporation, which is a company that owns GOCODE, the smallest bar code in the world Barry A. Williamson, 47, is an attorney, and since 1999, has owned his own law office in Austin, Texas. Mr. Williamson is a director of Westech Capital Corp. Mr. Williamson is an Executive Board Member and past Chairman of the Board of Directors of Austin Smiles, a not-for-profit organization that provides reconstructive plastic surgery to children with complex birth defects. In 1988, Mr. Williamson worked for the Reagan administration as the principal advisor to the US Secretary of Energy in the creation and formulation of a national energy policy. During the Bush administration, Mr. Williamson served as the Director of the Minerals Management Service for as the US Department of Interior, which managed oil and gas exploration and production on the nation's 1.4 billion-acre continent shelf. In 1992, Mr. Williamson was elected to the Texas Railroad Commission and served as Chairman from 1994 to 1995. None of the corporations or organizations in which any of the nominees has conducted his principal occupation or employment was a parent, subsidiary or other affiliate of the Corporation. Except as disclosed in this Exhibit A, there is no information which respect to any nominee required to be described under Item 5 of Regulation 14A. 6 Except as disclosed in this Exhibit A, there is no information which respect to any nominee required to be described under Instruction 4 to Item 301 of Regulation S-K. Except as disclosed in this Exhibit A, there is no information which respect to any nominee required to be described under Item 401 of Regulation S-K. Except as disclosed in this Exhibit A, there is no information which respect to any nominee required to be described under Item 404 of Regulation S-K. None of the nominees are required to make any filings pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with the Corporation. 7 (iv) Consent of each nominee to serve as a director of the Corporation, if so elected: Roscoe Michael Moore, III, the undersigned, does hereby consent to serve as a Director of SPACEHAB, Incorporated, if so elected. Date: September 13, 2004 /s/ Roscoe Michael Moore, III ----------------------------- Roscoe Michael Moore, III Thomas Boone Pickens, III, the undersigned, does hereby consent to serve as a Director of SPACEHAB, Incorporated, if so elected. Date: September 13, 2004 /s/ Thomas Boone Pickens, III ----------------------------- Thomas Boone Pickens, III Barry A. Williamson, the undersigned, does hereby consent to serve as a Director of SPACEHAB, Incorporated, if so elected. Date: September 13, 2004 /s/ Barry A. Williamson ----------------------------- Barry A. Williamson 8 -----END PRIVACY-ENHANCED MESSAGE-----