Astrotech Corporation

0001515971-12-000369.txt : 20121105 0001515971-12-000369.hdr.sgml : 20121105 20121105170046 ACCESSION NUMBER: 0001515971-12-000369 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121101 ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Other Events FILED AS OF DATE: 20121105 DATE AS OF CHANGE: 20121105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASTROTECH Corp \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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34426 FILM NUMBER: 121180737 BUSINESS ADDRESS: STREET 1: 401 CONGRESS AVE. STREET 2: SUITE 1650 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5124859530 MAIL ADDRESS: STREET 1: 401 CONGRESS AVE. STREET 2: SUITE 1650 CITY: AUSTIN STATE: TX ZIP: 78701 FORMER COMPANY: FORMER CONFORMED NAME: SPACEHAB INC \WA\ DATE OF NAME CHANGE: 19951006 8-K 1 astrotech8k110212.htm 8-K Astrotech Corporation

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): November 1, 2012

Astrotech Corporation

(Exact name of registrant as specified in its charter)

Washington

001-34426

91-1273737

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


401 Congress Ave. Suite 1650 Austin, Texas		78701
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(512) 485-9530

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:

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

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

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

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

Item 5.05.

Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On November 1, 2012, the Board of Directors of Astrotech Corporation (“Astrotech”) approved a waiver of Astrotech’s Code of Ethics and Business Conduct to the extent necessary to allow Thomas B. Pickens III, Chairman and Chief Executive Officer of Astrotech, to purchase shares of Astrotech common stock, no par value, (“Common Stock”) in one or more transactions (collectively, the “Acquisitions”). Any Acquisitions will be disclosed publicly through filings with the Securities and Exchange Commission.

Item 8.01.

Other Events.

On November 1, 2012, the Board of Directors of Astrotech agreed to waive certain restrictive provisions of Astrotech’s Rights Agreement, dated July 29, 2009, between Astrotech and American Stock Transfer & Trust Company, LLC, as Rights Agent (as amended, the “Rights Plan”), in order to allow a Mr. Pickens to consummate the Acquisitions without triggering the operative provisions of the Rights Plan.

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.


	ASTROTECH CORPORATION



Date: November 5, 2012	By:	/s/ Carlisle Kirkpatrick
	Carlisle Kirkpatrick
	Chief Financial Officer