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) October 1, 2007

SPACEHAB, Incorporated

(Exact name of registrant as specified in its charter)

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

12130 State Highway 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))

Item 1.01 Entry into a Material Definitive Agreement.

On October 5, 2007, SPACEHAB, Incorporated (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), entered into the First Supplemental Indenture, dated as of October 5, 2007 (the “Supplemental Indenture”), to the Indenture, dated as of November 22, 2005 (the “Indenture”) between the Company and Wachovia Bank, National Association, the predecessor to U.S. Bank National Association. The Supplemental Indenture relates to proposed amendments to the Indenture with respect to the Company’s outstanding 5.5% Senior Convertible Notes due 2010 (the “Senior Notes”) pursuant to the Company’s previously announced exchange offer and consent solicitation (the “Exchange Offer”) for any and all of its outstanding Senior Notes and any and all of its outstanding 8% Convertible Subordinated Notes due 2007 (the “Junior Notes”). Adoption of the amendments contained in the Supplemental Indenture required the consent of holders representing at least a majority of the principal amount of the Senior Notes. In connection with the Exchange Offer, the Company received consents to adopt the amendments contained in the Supplemental Indenture from the holders of approximately 86% of the principal amount of the Senior Notes.

Following the closing of the Exchange Offer, approximately $7.3 million of Senior Notes remain outstanding. The amendments to the Indenture pursuant to the Supplemental Indenture will eliminate substantially all of the restrictive covenants contained in the Indenture. The amendments to the Indenture became effective upon the execution of the Supplemental Indenture. Further details about the terms and conditions of the consent solicitation are set forth in the offering memorandum which was filed as Exhibit (a)(1)(A) to the Schedule TO on August 31, 2007.

Item 3.02 Unregistered Sales of Equity Securities.

The Exchange Offer expired at 5:00 p.m., New York City time, on October 1, 2007 and closed on October 5, 2007. Reference is made to the related offering memorandum which was filed as Exhibit (a)(1)(A) to the Schedule TO on August 31, 2007. As a result of the closing of the Exchange Offer, in exchange for $7,439,000 in principal aggregate amount of validly tendered and accepted Junior Notes, the holders received an aggregate of 550,486 shares of the Company’s common stock, no par value, (“Common Stock”) and an aggregate of 8,926.8 shares of the Company’s Series C Convertible Preferred Stock, no par value, (“Series C Preferred”). In exchange for $45,633,000 in principal aggregate amount of validly tendered and accepted Senior Notes, the holders received an aggregate of 30,437,211 shares of common stock and 45,633 shares of Series C Preferred.

In addition, on October 5, 2007, the Company closed the Restructuring and Exchange Agreement (the “Restructuring Agreement”), effective as of August 31, 2007, among the Company and certain existing securities holders. At the closing of the Restructuring Agreement, the Company issued to Astrium GmbH 1,333,334 shares of common stock and 6,540 shares of Series C Preferred in exchange for Astrium’s existing 1,333,334 shares of Series B Convertible Preferred Stock. The foregoing description of the Restructuring Agreement does not purport to be complete and is qualified in its entirety by reference to the Restructuring Agreement, which was included as Exhibit (d)(7) to the Company’s Schedule TO filed on August 31, 2007 and is hereby incorporated by reference into this Item 3.02.

In connection with the expiration of the Exchange Offer, the Company issued a press release on October 2, 2007, which is being filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. In connection with the closing of the Exchange Offer and the closing of the Restructuring Agreement, the Company is filing a press release with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

The securities received in the Exchange Offer were sold in reliance on the exemption from registration under Section 3(a)(9) of the Securities Act of 1933.

Item 3.03 Material Modification to Rights of Security Holders.

See the description under Item 1.01, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed herewith:

Exhibit Number	Title of Document
99.1	Press Release dated as of October 2, 2007.
99.2	Press Release dated as of October 5, 2007.

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: October 5, 2007	By:	/s/ Brian K. Harrington
		Brian K. Harrington
		Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated as of October 2, 2007.
99.2	Press Release dated as of October 5, 2007.

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

FOR IMMEDIATE RELEASE

SPACEHAB COMPLETES EXCHANGE OFFER FOR

ITS 8% CONVERTIBLE SUBORDINATED NOTES DUE 2007 AND

ITS 5.5% SENIOR CONVERTIBLE NOTES DUE 2010

Houston, Texas, October 2, 2007 – SPACEHAB, Incorporated (NASDAQ: SPAB), a leading provider of commercial space services, announced today the completion of its offer to exchange any and all of its outstanding 8% Convertible Subordinated Notes due 2007 (the “Junior Notes”) and any and all of its outstanding 5.5% Senior Convertible Notes due 2010 (the “Senior Notes”). The Exchange Offer expired at 5:00 p.m., New York City time, on October 1, 2007.

For each $1,000 principal amount of outstanding Junior Notes tendered, the holder will receive 74 shares of common stock and 1.2 shares of Series C Convertible Preferred Stock. As of the expiration of the Exchange Offer, approximately $7.4 million in principal amount of Junior Notes, representing approximately 72% of the Junior Notes, had been tendered in exchange for approximately 550,000 shares of common stock and 8,927 shares of Series C Convertible Preferred Stock. The closing of the exchange is expected to take place on October 5, 2007. Following the consummation of the Exchange Offer, approximately $2.9 million of Junior Notes will remain outstanding.

For each $1,000 principal amount of outstanding Senior Notes tendered, the holder will receive 667 shares of common stock and 1 share of Series C Convertible Preferred Stock. As of the expiration of the Exchange Offer, approximately $45.6 million in principal amount of Senior Notes, representing approximately 86% of the Senior Notes, had been tendered in exchange for approximately 30.4 million shares of common stock and 45,622 shares of Series C Convertible Preferred Stock. The closing of the exchange is expected to take place on October 5, 2007. Following the consummation of the Exchange Offer, approximately $7.3 million of Senior Notes will remain outstanding.

In tendering their Senior Notes, the holders of greater than a majority of the principal amount of the Senior Notes have also consented to certain amendments to the indenture governing the Senior Notes, which will eliminate substantially all of the indenture’s restrictive covenants.

About SPACEHAB, Incorporated

Incorporated in 1984, SPACEHAB is a leading provider of commercial space products and services to NASA, international space agencies and universities, the Department of Defense, and private customers worldwide. The Company offers end-to-end space access solutions, space systems development, mission integration and pre-launch processing facilities and services, and large-scale government program support services.

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 statements. These factors include, but are not limited to, the Company’s ability to successfully consummate the exchange offer and consent solicitation, the Company’s ability to raise substantial capital to repay outstanding notes and fund operations, 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:

Brian K. Harrington

Sr. Vice President and Chief Financial Officer

SPACEHAB, Inc.

713.558.5326

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EX-99.2

EXHIBIT 99.2

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

FOR IMMEDIATE RELEASE

SPACEHAB ANNOUNCES SUCCESSFUL CLOSING OF EXCHANGE OFFER FOR

ITS 8% CONVERTIBLE SUBORDINATED NOTES DUE 2007 AND

ITS 5.5% SENIOR CONVERTIBLE NOTES DUE 2010

Houston, Texas, October 5, 2007 – SPACEHAB, Incorporated (NASDAQ: SPAB), a leading provider of commercial space services, announced today the successful closing of its offer to exchange any and all of its outstanding 8% Convertible Subordinated Notes due 2007 (the “Junior Notes”) and any and all of its outstanding 5.5% Senior Convertible Notes due 2010 (the “Senior Notes”). The Exchange Offer had expired at 5:00 p.m., New York City time, on October 1, 2007.

As a result of the closing of the Exchange Offer today, for the approximately $7.4 million in principal amount of Junior Notes tendered, the holders received approximately 550,000 shares of common stock and 8,927 shares of Series C Convertible Preferred Stock. Following the closing of the Exchange Offer, approximately $2.9 million of Junior Notes remained outstanding pursuant to the original terms of the indenture governing the Junior Notes.

As a result of the closing of the Exchange Offer today, for the approximately $45.6 million in principal amount of outstanding Senior Notes tendered, today the holders received approximately 30.4 million shares of common stock and 45,633 shares of Series C Convertible Preferred Stock. Following the closing of the Exchange Offer, approximately $7.3 million of Senior Notes remained outstanding pursuant to an indenture governing the Senior Notes that was amended through the elimination of substantially all of the indenture’s restrictive covenants.

Each share of Series C Convertible Preferred Stock will automatically be converted into 1,461 shares of common stock upon stockholder approval and filing of an amendment to the Company’s articles of incorporation to increase the number of authorized shares of common stock to 250,000,000.

In addition, as a result of the closing of the Restructuring and Exchange Agreement, effective as of August 31, 2007, among the Company and certain holders of Junior Notes and Senior Notes, today the Company issued to Astrium GmbH 1,333,334 shares of common stock and 6,540 shares of Series C Convertible Preferred Stock in exchange for Astrium’s existing 1,333,334 shares of Series B Convertible Preferred Stock.

About SPACEHAB, Incorporated

Incorporated in 1984, SPACEHAB is a leading provider of commercial space products and services to NASA, international space agencies and universities, the Department of Defense, and private customers worldwide. The Company offers end-to-end space access solutions, space systems development, mission integration and pre-launch processing facilities and services, and large-scale government program support services.

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 statements. These factors include, but are not limited to, the Company’s ability to successfully consummate the exchange offer and consent solicitation, the Company’s ability to raise

substantial capital to repay outstanding notes and fund operations, 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:

Brian K. Harrington

Sr. Vice President and Chief Financial Officer

SPACEHAB, Inc.

713.558.5326

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