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) November 22, 2005




SPACEHAB, Incorporated

(Exact name of registrant as specified in its charter)


Washington   0-27206   91-1273737

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

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))


Section 8 — Other Events


Item 8.01. Other Events


On November 22, 2005 SPACEHAB, Incorporated issued the press release attached as Exhibit 99.1 hereto announcing that it has issued approximately $52,944,000 in new 5.5% Senior Convertible Notes due 2010.


Section 9 — Financial Statements and Exhibits


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 November 22, 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: November 22, 2005

   By:    /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 November 22, 2005.