SPACEHAB INC \WA\
8-K, 1997-10-30
GUIDED MISSILES & SPACE VEHICLES & PARTS
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                       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 21, 1997


                             Spacehab, Incorporated
             (Exact name of registrant as specified in its charter)


                                   Washington
                    (State or jurisdiction of incorporation)


              0-27206                                     91-1273737
     (Commission File Number)               (IRS Employer Identification No.)


                  1595 Spring Hill Road, Vienna, Virginia 22182
               (Address of principal executive offices) (Zip Code)


                                 (703) 821-3000
                         (Registrant's Telephone Number)


Item 5.  Other Events

         On October 21, 1997, Spacehab, Incorporated (the "Registrant"),  issued
a press release regarding the completion of an offering of $55 million of its 8%
Convertible  Subordinated  Notes due 2007. A copy of the release is set forth as
Exhibit  99.1.  On  October  22,  1997 the  Registrant  issued  a press  release
regarding a closing on an over-allotment  option for an additional $8,250,000 of
its 8%  Convertible  Subordinated  Notes due 2007.  A copy of the release is set
forth as Exhibit 99.2.





Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits


                  (c)      Exhibits.

                  The following Exhibits are included with this Form 8-K:


         99.1      Press Release of the Registrant, dated October 21, 1997.

         99.2      Press Release of the Registrant, dated October 22, 1997.



                                                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



                                            By:   /s/ Chester M. Lee
                                                  ------------------------
                                                     Chester M. Lee
                                                     President


Dated: October 28, 1997


                                               EXHIBIT INDEX


Exhibit Number             Description of Exhibit

         99.1          Press Release of the Registrant, dated October 21, 1997.

         99.2          Press Release of the Registrant, dated October 22, 1997.


FOR IMMEDIATE RELEASE

Contact                   Media:                            Financial:
(703) 821-3000            Penelope Longbottom               Margaret E. Grayson
                          VP Corporate Communications       VP Finance and CFO

                                                            Exhinit 99.1
                          SPACEHAB Completes Financing

Vienna, Virginia (October 21, 1997) - SPACEHAB, Inc. (Nasdaq: SPAB) today
announced the completion of an offering of $55 million of 8% Convertible
Subordinated Notes due 2007.

SPACEHAB has the option to redeem the securities  after three years.  Purchasers
of the notes have the option to convert their notes into  SPACEHAB  common stock
at any time until maturity. The conversion price is set at $13.625.

The Company intends to use the net proceeds of this offering for development and
construction of space related assets and general corporate purposes.

The notes were offered and sold in transactions  exempt from registration  under
the Securities Act of 1933. This announcement is a matter of record only.

SPACEHAB, Inc. with its ASTROTECH subsidiary, is the world's leading provider of
commercial  payload processing  services for both unmanned and  astronaut-tended
payloads. SPACEHAB is the first company to commercially develop, own and operate
habitable modules that provide space-based  laboratory  facilities and logistics
resupply  services  aboard the U.S.  Space Shuttles to support people living and
working in space. 


FOR IMMEDIATE RELEASE                                            Exhinit 99.2

Contact               Media                              Financial
(703) 821-3000        Penelope Longbottom                Margaret E. Grayson
www.spacehab.com      VP Corporate Communications        VP Finance and CFO



                SPACEHAB Completes Over-allotment Option Closing

Vienna,  Virginia (October 22, 1997) - As previously  reported,  SPACEHAB,  Inc.
(Nasdaq:SPAB)  has  completed  an  offering  of $55  million  of 8%  Convertible
Subordinated  Notes due 2007.  SPACEHAB today  announced that in connection with
that  offering,  the  over-allotment  option for an additional  $8,250,000 of 8%
Convertible  Subordinated  Notes due 2007,  has been  exercised and the sale has
been completed.

The notes were offered and sold in transactions  exempt from registration  under
the Securities Act of 1933. This announcement is a matter of record only.

SPACEHAB, Inc. with its ASTROTECH subsidiary, is the world's leading provider of
commercial  payload processing  services for both unmanned and  astronaut-tended
payloads. SPACEHAB is the first company to commercially develop, own and operate
habitable modules that provide space-based  laboratory  facilities and logistics
resupply  services  aboard the U.S.  Space Shuttles to support people living and
working in space.



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