Form 8-K




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) October 4, 2005


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):


x 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 8- Other Events


Item 8.01. Other Events


On October 4, 2005 Spacehab, Incorporated (the “Company”) issued a press release announcing that the special meeting of shareholders scheduled to be held on October 5, 2005 has been postponed until October 25, 2005. The Company also announced that it expects to extend the expiration date in connection with its offer to exchange and consent solicitation for up to $63,250,000 in aggregate principal amount of its existing 8% Convertible Subordinated Notes due 2007.


Section 9- Financial Statements and Exhibits


Item 9.01 Financial Statements and Exhibits.


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




Title of Document

99.1    Press Release dated as of October 4, 2005.



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: October 4, 2005


/s/ Brian K. Harrington


Brian K. Harrington

Senior Vice President, Chief Financial Officer,

Secretary and Treasurer

Exhibit Index


Exhibit No.



99.1    Press Release dated as of October 4, 2005.