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 18, 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 4 — Matters Related to Accountants and Financial Statements

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

This filing describes reclassifications which SPACEHAB, Incorporated (the “Company”) will be making in the course of restating the Company’s Statements of Cash Flows for its fiscal year ended June 30, 2003 and its third fiscal quarter ended March 31, 2005. The Company is unaware of any evidence that the reclassifications are due to any material noncompliance by the Company as a result of misconduct with any financial reporting requirement under the securities laws. The reclassifications described in this filing will only affect the Company’s consolidated Statements of Cash Flows and will have no impact on revenue, income from operations, net income, or covenants under its credit facility or other debt instruments.

Following a review of its accounting policy and in consultation with the Company’s current independent registered public accounting firm, Grant Thornton LLP, and its independent registered public accounting firm for its fiscal year ended June 30, 2003, Ernst & Young LLP, the Audit Committee of the Company’s Board of Directors (“Audit Committee”) and authorized officers of the Company have determined that the Company incorrectly classified $17.7 million in insurance proceeds received during the Company’s fiscal third quarter of 2003 relating to the loss of the Company’s research double module and $8.2 million received during its second fiscal quarter of 2005 as operating cash flows and has reclassified these amounts as investing cash flows. As a result, on July 18, 2005, the Audit Committee and authorized officers concluded that the Company’s previously filed financial statements for the fiscal year ended June 30, 2003 and third fiscal quarter ended March 31, 2005 should and will be restated.

The restatement will reduce operating cash flows and increase investing cash flows by $17.7 million for fiscal year 2003 and by $8.2 for the nine-month period ended March 31, 2005. The Company will amend the appropriate filings with the Securities and Exchange Commission to include the restated Statements of Cash Flows. As a result of the restatement, the fiscal year 2003 the Statements of Cash Flows and Statements of Cash Flows for the nine months ended March 31, 2005 contained in the Company’s prior filings with the SEC should no longer be relied upon.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Title of Document
99.1	Press Release dated July 20, 2005 announcing the Company’s restatement of its Statements of Cash Flows for the fiscal year ended June 30, 2003 and nine months ended March 31, 2005

1

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 19, 2005	By:	/s/ Nicholas G. Morgan
		Nicholas G. Morgan
		Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated July 20, 2005

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 AMENDS STATEMENTS OF CASH FLOWS

Houston, Texas, July 20, 2005 – SPACEHAB, Incorporated (NASDAQ/NMS: SPAB), a leading provider of commercial space services, announced today that it will reclassify as investing cash flows insurance proceeds and indemnification payments received relating to the loss of the Company’s research double module that were originally reported as operating cash flows.

The Company previously classified $17.7 million in insurance proceeds received during its fiscal third quarter of 2003 and $8.2 million in indemnification payments received during its second fiscal quarter of 2005 as operating cash flows. SPACEHAB has reclassified these amounts as investing cash flows. The reclassification reduces the Company’s operating cash flows and increases investing cash flows by $17.7 million for fiscal year 2003 and by $8.2 million for the nine month period ended March 31, 2005.

In connection with the reclassification, SPACEHAB will be restating its Statements of Cash Flows for its fiscal year ended June 30, 2003 and its third fiscal quarter ended March 31, 2005. These restatements will only affect the Company’s consolidated Statements of Cash Flows and will have no impact on revenue, income from operations, or net income during the periods being restated.

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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