Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) June 5, 2008


SPACEHAB, Incorporated

(Exact name of registrant as specified in its charter)







(State or other jurisdiction




(IRS Employer

of incorporation)


File Number)


Identification No.)






12130 Galveston Road (Hwy 3), Building 1, Webster, Texas



(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):


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))




Section 1 - Registrant’s Business and Operations


Item 1.01.  Entry into a Material Definitive Agreement.


On June 5, 2008, SPACEHAB, Incorporated (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Lanphier Capital Management, Inc. and Trace Partners, L.P. (the “Investors”), under which the Investors agreed to subscribe for and purchase 1,329,786 shares of the Company’s common stock for an aggregate purchase price of $625,000. The consummation of the transaction under the Securities Purchase Agreement is contingent upon certain customary conditions precedent to each party’s obligation to close.


The 1,329,786 shares of common stock to be issued under the Securities Purchase Agreement were sold in reliance on the exemption from registration pursuant to Rule 506 of Regulation D promulgated by the Commission pursuant to the Securities Act of 1933.  The Company believes that such issuance of securities qualifies for an exemption under Rule 506 because there are no more than 35 purchasers of securities and each Investor represents to the Company under the Securities Purchase Agreement at the time of execution and closing that it is an “accredited investor” within the meaning of Rule 501 of Regulation D.


A copy of the Securities Purchase Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.


Section 3 - Securities and Trading Markets


Item 3.02.  Unregistered Sales of Equity Securities.


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


Section 9 - Financial Statements and Exhibits


Item 9.01  Financial Statements and Exhibits.


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


Exhibit Number


Title of Document






Securities Purchase Agreement.






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





Date: June 9, 2008






   /s/ Brian K. Harrington



   Brian K. Harrington



   Senior Vice President, Chief Financial Officer, Treasurer



   and Secretary