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PROSPECTUS SUPPLEMENT NO. 1 DATED OCTOBER 1, 1998
(TO PROSPECTUS DATED FEBRUARY 4, 1998)
FILED PURSUANT TO RULE 424(b)(3)
File No. 333-43221
SPACEHAB, INCORPORATED
$63,250,000 Principal Amount of 8% Convertible Subordinated Notes
4,642,202 Shares of Common Stock
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This Prospectus Supplement No. 1 should be read in conjunction with the
Prospectus of Spacehab, Incorporated (the "Company") dated February 4, 1998 (the
"Prospectus") relating to $63,250,000 aggregate principal amount of 8%
Convertible Subordinated Notes Due 2007 (the "Notes"). The table which begins on
page 23 of the Prospectus is amended by deleting the text and information under
the heading "Selling Securityholders" and replacing it in its entirety as
follows:
SELLING SECURITYHOLDERS
The following table sets forth information concerning the aggregate
principal amount of Notes beneficially owned by each Selling Securityholder, as
of September 30, 1998, and the number of shares of Common Stock issuable upon
conversion of Notes held thereby, which may be offered from time to time
pursuant to this prospectus. Other than their ownership of the Company's Common
Stock, none of the Selling Securityholders has had any material relationship
with the Company within the past three years. The table below has been prepared
on the basis of information furnished to the Company by DTC and/or by or on
behalf of the Selling Securityholders. Any or all of the Notes or shares of
Common Stock listed below may be offered for sale by the Selling Securityholders
from time to time.
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PERCENTAGE OF NOTES UNDERLYING SHARES OF PERCENTAGE OF COMMON
NOTES BENEFICIALLY OUTSTANDING COMMON STOCK OR STOCK OUTSTANDING
NAME(1) OWNED THAT MAY BE SOLD ADDITIONAL SHARES OF AFTER THE OFFERING (3)
COMMON STOCK THAT MAY
BE SOLD (2)
<S> <C> <C> <C> <C>
7/16/84 TST-HTW $50,000 * 3,669 *
Personal
A.A. Retirement $100,000 * 7,339 *
Trust
Aim-RRG $100,000 * 7,339 *
Allstate Insurance $2,000,000 3.2 146,788 1.3
Company
ASPCA Pension Fund $100,000 * 7,339 *
Bancroft $705,000 1.1 51,743 *
Convertible Fund,
Inc.
Boston College $240,000 * 17,614 *
Endowment Fund
Caroline Wamsler $30,000 * 2,201 *
Grantor Trust
Christian Science $160,000 * 11,743 *
Trustees for the
Gifts & Endowments
Credit Suisse First $5,505,000 8.7 404,036 3.5
Boston Corporation
D. Jackson $100,000 * 7,339 *
Qualified PR/SH
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PERCENTAGE OF NOTES UNDERLYING SHARES OF PERCENTAGE OF COMMON
NOTES BENEFICIALLY OUTSTANDING COMMON STOCK OR STOCK OUTSTANDING
NAME(1) OWNED THAT MAY BE SOLD ADDITIONAL SHARES OF AFTER THE OFFERING(3)
COMMON STOCK THAT MAY
BE SOLD (2)
<S> <C> <C> <C> <C>
Dean Witter $4,000,000 6.3 293,577 2.6
Convertible
Securities Trust
Dr. Roger J. Harding $50,000 * 3,669 *
Ellsworth $700,000 1.1 51,376 *
Convertible Growth
and Income Fund,
Inc.
Employers' $300,000 * 22,018 *
Reinsurance Company
Equi-Select Growth $500,000 * 36,697 *
& Income Fund
Fidelity Advisor
Series I: Fidelity
Advisor Strategic $2,500,000 4.0 183,486 1.6
Opportunities
Fidelity Financial $3,500,000 5.5 256,880 2.2
Trust: Fidelity
Convertible
Securities Fund
First Church of $165,000 * 12,110 *
Christ, Scientist,
Endowment
Forbes 1982 Family $50,000 * 3,669 *
Trust
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PERCENTAGE OF NOTES UNDERLYING SHARES OF PERCENTAGE OF COMMON
NOTES BENEFICIALLY OUTSTANDING COMMON STOCK OR STOCK OUTSTANDING
NAME(1) OWNED THAT MAY BE SOLD ADDITIONAL SHARES OF AFTER THE OFFERING(3)
COMMON STOCK THAT MAY
BE SOLD (2)
<S> <C> <C> <C> <C>
Franklin Investors $5,000,000 7.9 366,972 3.2
Securities Trust -
Convertible
Securities Fund
Franklin Value Fund $1,000,000 1.6 73,394 *
General Motors $7,650,000 12.1 561,467 4.8
Employees Domestic
Group Trust
Hartford Fire $510,000 * 37,431 *
Insurance Company
HBK Finance L.P. $250,000 * 18,348 *
HBK Securities Ltd. $250,000 * 18,348 *
Health Alliance of $100,000 * 7,339 *
Pennsylvania
Helm Foundation $50,000 * 3,669 *
Hillside Capital $195,000 * 14,311 *
Incorporated Account
Investment $3,000,000 4.7 220,183 1.9
Counselors of
Maryland
Irene Wamsler-Snow $50,000 * 3,669 *
Grantor Trust
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PERCENTAGE OF NOTES UNDERLYING SHARES OF PERCENTAGE OF COMMON
NOTES BENEFICIALLY OUTSTANDING COMMON STOCK OR STOCK OUTSTANDING
NAME(1) OWNED THAT MAY BE SOLD ADDITIONAL SHARES OF AFTER THE OFFERING (3)
COMMON STOCK THAT MAY
BE SOLD (2)
<S> <C> <C> <C> <C>
J.W. McConnell $400,000 * 29,357 *
Family Foundation
John A. Roosevelt $25,000 * 1,834 *
Trust U/W
Kapor Family $200,000 * 14,678 *
Foundation
Kenneth C. Bates $50,000 * 3,669 *
IRA Rollover
Marti Stevens $100,000 * 7,339 *
Michael Alexander $30,000 * 2,201 *
IRA
Michael Hamer/ $75,000 * 5,504 *
Clair Warburton
Museum of Fine $140,000 * 10,275 *
Arts, Boston
National Capital $50,000 * 3,669 *
Poison Center
Endowment Fund
New Hampshire State $640,000 1.0 46,972 *
Retirement System
New York Life $5,000,000 7.9 366,972 3.2
Insurance Company
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PERCENTAGE OF NOTES UNDERLYING SHARES OF PERCENTAGE OF COMMON
NOTES BENEFICIALLY OUTSTANDING COMMON STOCK OR STOCK OUTSTANDING
NAME(1) OWNED THAT MAY BE SOLD ADDITIONAL SHARES OF AFTER THE OFFERING (3)
COMMON STOCK THAT MAY
BE SOLD (2)
<S> <C> <C> <C> <C>
OCM Convertible $100,000 * 7,339 *
Limited Partnership
OCM Convertible $1,480,000 2.3 108,623 1.0
Trust
Partner Reinsurance $215,000 * 15,779 *
Company Ltd.
Pauline W. Joerger/ $50,000 * 3,669 *
Albert G. Joerger
Promutual $530,000 * 38,899 *
Putnam Balanced $350,000 * 25,688 *
Retirement Fund
Putnam Convertible $3,810,000 6.0 279,633 2.4
Income - Growth
Trust
Putnam Convertible $450,000 * 33,027 *
Opportunities and
Income Trust
Putnam High Income $1,000,000 1.6 73,394 *
Convertible and
Bond Fund
Raymond P. Watts IRA $50,000 * 3,669 *
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PERCENTAGE OF NOTES UNDERLYING SHARES OF PERCENTAGE OF COMMON
NOTES BENEFICIALLY OUTSTANDING COMMON STOCK OR STOCK OUTSTANDING
NAME(1) OWNED THAT MAY BE SOLD ADDITIONAL SHARES OF AFTER THE OFFERING (3)
COMMON STOCK THAT MAY
BE SOLD (2)
<S> <C> <C> <C> <C>
Raytheon Company $560,000 * 41,100 *
Master Pension Trust
Roanoke College $250,000 * 18,348 *
Sally Foreman-Reed $50,000 * 3,669 *
State Employees $2,175,000 3.4 159,633 1.4
Retirement Plan of
the State of
Delaware
State of $1,385,000 2.2 101,651 *
Connecticut
Combined Investment
Funds
Sue Ling Gin McGowan $50,000 * 3,669 *
Summer Hill Global $45,000 * 3,302 *
Partners, L.P.
Susanne Wamsler $50,000 * 3,669 *
Redetzki Grantor
Trust
Tair Ltd. $ 100,000 * 7,339 *
The Adams $150,000 * 11,009 *
Charitable
Foundation, Inc.
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PERCENTAGE OF NOTES UNDERLYING SHARES OF PERCENTAGE OF COMMON
NOTES BENEFICIALLY OUTSTANDING COMMON STOCK OR STOCK OUTSTANDING
NAME(1) OWNED THAT MAY BE SOLD ADDITIONAL SHARES OF AFTER THE OFFERING (3)
COMMON STOCK THAT MAY
BE SOLD (2)
<S> <C> <C> <C> <C>
The Stepping Stones $50,000 * 3,669 *
Foundation
Theodore H. Barth $50,000 * 3,669 *
Foundation
Thermo Electron $590,000 * 43,302 *
Balanced Investment
Fund
TR U/A DTD 1/28/81 $50,000 * 3,669 *
FBO Bettina Wamsler
Trust for Defined $660,000 1.0 48,440 *
Benefit Plan of ICI
American Holdings
Inc.
Trust for Defined $460,000 * 33,761 *
Benefit Plan of
ZENECA Holdings Inc.
TST F/B/O Lincoln $25,000 * 1,834 *
Paine
TST F/B/O Victoria $25,000 * 1,834 *
& Madeleine Paine
U/W OLT - Taxable $100,000 * 7,339 *
Income
University of $150,000 * 11,009 *
Rochester
</TABLE>
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<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF PERCENTAGE OF NOTES UNDERLYING SHARES OF PERCENTAGE OF COMMON
NOTES BENEFICIALLY OUTSTANDING COMMON STOCK OR STOCK OUTSTANDING
NAME(1) OWNED THAT MAY BE SOLD ADDITIONAL SHARES OF AFTER THE OFFERING (3)
COMMON STOCK THAT MAY
BE SOLD (2)
<S> <C> <C> <C> <C>
Usenix Assoc $100,000 * 7,339 *
Endowment
Van Loben Sels $250,000 * 18,348 *
Foundation
Vanguard $985,000 1.6 72,293 *
Convertible
Securities Fund,
Inc.
William G. McGowan $250,000 * 18,348 *
Charitable Fund,
Inc.
Zazove Convertible $250,000 * 18,348 *
Fund, L.P.
</TABLE>
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* Less than 1%
(1) The Selling Securityholders and the amount of Notes held by them are set
forth herein as of September 30, 1998 and will be updated as required.
(2) Assumes conversion of the full amount of Notes held by such holder at the
initial rate of $13.625 in principal amount of Notes per share of Common Stock.
The conversion rate and the number of shares of Common Stock issuable upon
conversion of the Notes is subject to adjustment under certain circumstances.
See "Description of Notes -- Conversion Rights." Accordingly, the number of
shares of Common Stock issuable upon conversion of the Notes may increase or
decrease from time to time. Under the terms of the Indenture, fractional shares
will not be issued upon conversion of the Notes; cash will be paid in lieu of
fractional shares, if any.
(3) Based upon 11,168,161 shares of Common Stock outstanding as of July 24,
1998, treating as outstanding the total number of shares of Common Stock shown
as being issuable upon the assumed conversion by the named Selling
Securityholder of the full amount of such Selling Securityholder's Notes but not
assuming the conversion of the Notes of any other Selling Securityholder.
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Because the Selling Securityholders may, pursuant to this prospectus,
offer all or some portion of the Notes and Common Stock they presently hold or,
with respect to the Common Stock, have the right to acquire upon conversion of
such Notes, no estimate can be given as to the amount of the Notes and Common
Stock that will be held by the Selling Securityholders upon termination of any
such sales. In addition, the Selling Securityholders identified above may have
sold, transferred or otherwise disposed of all or a portion of their Notes and
Common Stock since the date on which they provided the information regarding
their Notes and Common Stock, in transactions exempt from the registration
requirements of the Securities Act.
Only Selling Securityholders identified above who have complied with
the conditions to being included as Selling Securityholders and who
beneficially own the Notes and the Common Stock set forth opposite each such
Selling Securityholder's name in the foregoing table may sell such Notes and
Common Stock pursuant to this prospectus. The Company may from time to time, in
accordance with the Registration Rights Agreement, include additional Selling
Securityholders in supplements to this Prospectus.
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October 2, 1998
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