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) May 16, 2006

SPACEHAB, Incorporated

(Exact name of registrant as specified in its charter)

Washington	0-27206	91-1273737
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12130 Galveston Road (Hwy 3), Building 1, Webster, Texas	77598
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (713) 558-5000

(Former name or former address, if changed since last report.)

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 May 11, 2006, the Company’s Board of Directors appointed James D. Royston as Senior Vice President and General Manager of our Astrotech Space Operations business unit. This appointment is pursuant to a written agreement which is more fully described in Item 5.02 below, which is incorporated into this Item 1.01 in its entirety.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 11, 2006 the Company’s Board of Directors appointed James D. Royston as Senior Vice President and General Manager of our Astrotech Space Operations business unit.

Mr. Royston, who is 42, joined SPACEHAB in 2000 and has led ground operations at Astrotech’s Florida and California locations since 2002. He has been responsible for overseeing spacecraft processing and support services for civil, military, and commercial customers. With over 15-years experience, he has exceptional technological know-how and aerospace expertise.

Prior to joining SPACEHAB, Mr. Royston served as RWD Technologies Inc.’s e-Learning Director in charge of managing company operations, strategic planning and growth strategies. Prior to RWD, Mr. Royston held the position of Senior Vice President of Merrimac Interactive Media, Inc. and Director of the Information Management Project Office for United Space Alliance at NASA’s Kennedy Space Center (KSC.)

The Company has a written agreement with Mr. Royston, whereas he will serve as Senior Vice President and General Manager . The term of employment commenced on May 11, 2006, and shall continue through June 11, 2007 (the “Initial Term”) subject to automatic annual renewal for one -year terms thereafter (the “Additional Term”), unless either the Company or employee notifies the other party of its intent not to renew at least ninety (90) days prior to the end of the Initial Term or Additional Term, as the case may be. As base compensation for his services, Mr. Royston shall receive a base salary of not less than $154,355 per annum. Such amounts may be increased but not decreased annually at the discretion of the Company’s Compensation Committee of the Board of Directors based upon an annual review by the Company’s Compensation Committee of the Board of Directors of Mr. Royston’s performance. Mr. Royston is entitled to an annual incentive bonus, if any, based on employee’s and/or Company’s performance as determined and approved by the Company’s Compensation Committee of the Board of Directors. In addition, Mr. Royston is entitled to an annual stock option grant, if any, based on his, the Company’s and/or Company Stock performance as determined and approved by the Compensation Committee of the Board of Directors.

Section 8 - Other Events

Item 8.01 Other Events

On May 16, 2006, the Company issued a press release which is being incorporated by reference and attached as exhibit 99.1, announcing Mr. Royston’s appointment as Senior Vice President and General Manager of our Astrotech Space Operations business unit.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c) A copy of the Press Release announcing the appointment of James D. Royston as Senior Vice President and General Manager of our Astrotech Space Operations business unit is attached as Exhibit 99.1.

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
		(Registrant)
Date May 16, 2006	By	/s/ Brian K. Harrington
		(Signature)*
		Brian K. Harrington
		Senior Vice President, Finance and Chief Financial Officer

^* Print name and title of the signing officer under his signature.

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

ROYSTON NAMED SENIOR VICE PRESIDENT OF SPACEHAB SUBSIDIARY

Titusville, Florida, May 16, 2006 – SPACEHAB, Incorporated (NASDAQ: SPAB), a leading provider of commercial space services, announced today the appointment of James D. Royston to Senior Vice President and General Manager of the Company’s Astrotech Space Operations subsidiary.

“Under Jim’s keen leadership as Vice President over the last several years, we have seen Astrotech expand its service offerings, enhance its facility capabilities, and enlarge its business base,” said Michael E. Kearney, SPACEHAB President and Chief Executive Officer, in announcing the promotion. “His experience in civil, military, and commercial space initiatives as well as his business acumen have been, and will continue to be, valuable to our organization.”

In this expanded role Royston will coordinate and oversee planning, operation, and growth of the Company’s spacecraft processing and facility services activities. Starting at the beginning of the fiscal year, he began implementation of a new growth strategy to increase overall satellite services capabilities to both commercial and government customers. Royston, 42, joined SPACEHAB in 2002 and has led ground operations at Astrotech’s Florida and California locations.

Astrotech is the leading commercial provider of satellite launch processing services in the United States. With operating locations at all major U.S. launch locations, Astrotech accommodates a wide range of customer payloads as well as the payload fairings and payload adapter assemblies of the launch service providers. This approach allows for maximum flexibility in the processing of parallel missions and accommodating schedule changes. This SPACEHAB business unit’s goal is to make its facilities a seamless extension of the customer’s factory environment. In its twenty two-year history, Astrotech has supported the processing of more than 230 spacecraft without a single impact to a customer’s mission launch schedule.

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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