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

July 13, 2005

(Date of earliest event reported)

SPACEHAB, Incorporated

(Exact name of registrant as specified in its charter)

Washington	0-27206	91-1273737
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

12130 State Highway 3, Building 1

Webster, Texas 77598

(Address of principal executive offices, including zip code)

(713) 558-5000

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry Into a Material Definitive Agreement

On July 13, 2005, SPACEHAB, Incorporated (the “Company”) entered into an amendment to the Amended and Restated Rights Agreement, dated as of February 23, 2004, (the “Rights Agreement”) between the Company and American Stock Transfer & Trust Company, as rights agent, accelerating the expiration date of the Rights Agreement from April 9, 2009 to July 13, 2005. Pursuant to the Rights Agreement, rights to purchase shares of the Company’s Series A Junior Participating Preferred Stock, par value $.01 per share, were issued to all holders of the Company’s common stock, no par value per share. The amendment, which is attached as Exhibit 4.1 and incorporated by reference into this Item, has the effect of terminating the Rights Agreement effective July 13, 2005.

On July 14, 2005, the Company issued the press release attached as Exhibit 99.1 announcing the termination of the Rights Agreement.

Item 1.02. Termination of a Material Definitive Agreement

The description of the termination of the Rights Agreement included in Item 1.01 of this Form 8-K is incorporated by reference into this Item.

Section 3 — Securities and Trading Markets

Item 3.03. Material Modifications to Rights of Security Holders

The description of the termination of the Rights Agreement included in Item 1.01 of this Form 8-K is incorporated by reference into this Item.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Title of Document
4.1	First Amendment to Amended and Restated Rights Agreement, dated July 13, 2005, between SPACEHAB, Incorporated and American Stock Transfer & Trust Company, as rights agent
99.1	Press release dated July 14, 2005 announcing the termination of the Company’s Rights Agreement

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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.

	SPACEHAB, Incorporated
July 13, 2005	By:	/s/ Nicholas G. Morgan
		Nicholas G. Morgan
		Vice President, Controller and Chief Accounting Officer

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Exhibit Index

Exhibit Number	Title of Document
4.1	First Amendment to Amended and Restated Rights Agreement, dated July 13, 2005, between SPACEHAB, Incorporated and American Stock Transfer & Trust Company, as rights agent
99.1	Press release dated July 14, 2005 announcing the termination of the Company’s RightsAgreement

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EX-4.1

Exhibit 4.1

FIRST AMENDMENT

TO

AMENDED AND RESTATED RIGHTS AGREEMENT

AMENDMENT, dated as of July 13, 2005, to the Amended and Restated Rights Agreement dated as of February 23, 2004 (the “Rights Agreement”) between SPACEHAB, Incorporated, a Washington corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment that are not otherwise defined have the meaning ascribed to such terms in the Rights Agreement

WHEREAS, pursuant to the Rights Agreement, the Board of Directors of the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; and

WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent has been in all respects duly authorized by the Company and the Rights Agent.

NOW THEREFORE, in consideration of the foregoing premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows:

1. Section 1(o) of the Rights Agreement is hereby amended to read in its entirety as follows:

“(o) “Expiration Date” shall mean the Close of Business on July 13, 2005.”

2. Exhibit B is hereby amended to replace all references to “April 9, 2009” with “July 13, 2005” in all places where such date appears.

3. Exhibit C of the Rights Agreement is hereby amended as follows:

(a) The first paragraph of Exhibit C is amended by adding the following sentence immediately before the last sentence of such paragraph:

“On July 13, 2005, the Board of Directors of the Company approved the First Amendment to the Rights Agreement, dated as of February 23, 2004, that amends the Rights Agreement to change the Expiration Date (defined below) to July 13, 2005.”

(b) The second sentence of the fourth paragraph of Exhibit C is hereby amended to read in its entirety as follows:

“The Rights will expire on July 13, 2005 (the “Expiration Date”), unless the Expiration Date is extended or unless the rights are earlier redeemed or exchanged by the Company, in each case as described below.”

4. This Amendment shall be deemed to be a contract made under the laws of the State of Washington and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

6. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify or amend any of the other terms, conditions, obligations, covenants or agreements contained in the Rights Agreement.

7. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the term, provisions, covenants and restrictions of this Amendment and of the Rights Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

SPACEHAB, INCORPORATED
By:	/s/ Nicholas G. Morgan
	Nicholas G. Morgan, Vice President
	and Controller
AMERICAN STOCK TRANSFER & TRUST COMPANY
By:	/s/ Herbert J. Lemmer
Name:	Herbert J. Lemmer
Title:	Vice President

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EX-99.1

Exhibit 99.1

	SPACEHAB, Inc.
	12130 Highway 3, Bldg. 1
	Webster, Texas 77598-1504
	1.713.558.5000
	fax: 1.713.558.5960
	www.spacehab.com

FOR IMMEDIATE RELEASE

SPACEHAB ANNOUNCES TERMINATION OF POISON PILL

Houston, Texas, July 14, 2005 – SPACEHAB, Incorporated (NASDAQ/NMS: SPAB), a leading provider of commercial space services, announced today that it has terminated its shareholder rights agreement, commonly known as a “poison pill.” Consistent with the Company’s emphasis on corporate governance, its Board of Directors continually reviews its corporate governance practices. As a result of this ongoing review, SPACEHAB has terminated its shareholder rights agreement.

Rights were originally issued under the rights agreement to holders of the Company’s common stock on April 9, 1999. At that time, the rights agreement was scheduled to expire on April 9, 2009. SPACEHAB has entered into a rights agreement amendment, terminating the agreement effective July 13, 2005.

Mr. Brian K. Harrington, Senior Vice President and Chief Financial Officer, said that the Board’s decision to terminate the rights agreement reflects SPACEHAB’s continuing commitment to good corporate governance practices. “Although we believe that in certain situations shareholder rights plans can be a valuable tool for protecting the interests of shareholders, with today’s emphasis on transparency in corporate governance and in response to concerns expressed by our shareholders, the Board believes the time has come to remove our poison pill.”

SPACEHAB plans to file an amendment to its current SEC filing on Form 8-K describing the amendments to the rights agreement that will terminate the plan, including a copy of the amendment. The filing will be made available through the SPACEHAB website at www.spacehab.com/investors/sec.htm or directly on the SEC’s website at www.sec.gov.

About SPACEHAB, Incorporated

SPACEHAB, Incorporated (www.spacehab.com) is a leading provider of commercial and government space services with three primary business units. The Flight Services business unit develops, owns, and operates habitat and laboratory modules and cargo carriers aboard NASA’s Space Shuttles for Space Station resupply and research purposes. SPACEHAB’s Astrotech subsidiary provides payload processing support services for both commercial and government customers at company-owned facilities in Florida and California. The Company’s Government Services business unit supports NASA’s Johnson Space Center providing configuration management, product engineering, and support services for both the Space Station and Space Shuttle programs. Additionally, through The Space Store, Space Media provides space merchandise to the public and space enthusiasts worldwide (www.thespacestore.com).

The statements in this document may contain forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking

statement. These factors include, but are not limited to, continued government support and funding for key space programs, product performance and market acceptance of products and services, as well as other risk factors and business considerations described in the company’s Securities & Exchange Commission filings including the annual report on Form 10-K. Any forward-looking statements in this document should be evaluated in light of these important risk factors. The Company assumes no obligation to update these forward-looking statements.

FOR MORE INFORMATION:

Kimberly Campbell

Vice President

Corporate Marketing and Communications

SPACEHAB, Inc.

713.558.5049

campbell@spacehab.com

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