SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Spacehab, Incorporated
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(Exact name of registrant as specified in its charter)
Washington 91-1273737
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
300 D Street, SW, Suite 814, 22182
Washington, DC
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(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each Name of each exchange
class on which each class is
to be so to be listed
registered
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights, par value $.01 per share
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
On March 26, 1999, the Board of Directors of Spacehab,
Incorporated (the "Company") declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock,
no par value per share (the "Common Shares"), of the Company. The
dividend is payable on April 9, 1999 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the registered
holder to purchase from the Company one one-thousandth of a share of
Series A Junior Participating Preferred Stock of the Company, par value
$.01 per share (the "Preferred Shares"), at a price of $35 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and
American Stock Transfer & Trust Company as Rights Agent (the "Rights
Agent").
Distribution Date; Exercisability
Initially, the Rights will be attached to all Common Share
certificates and no separate Rights certificates will be issued.
Separate certificates evidencing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Shares as of the close of
business on the earlier to occur of (i) a public announcement that a
person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (ii) such date as may be determined by
action of the Board of Directors of the Company, upon approval of a
majority of the Continuing Directors (as defined below), following the
commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 15% or more of the
outstanding Common Shares (the earlier of such dates being the
"Distribution Date").
The Rights Agreement provides that, until the Distribution Date
(or earlier redemption or expiration of the Rights), (i) the Rights
will be transferred with and only with the Common Shares, (ii) new
Common Share certificates issued after the Record Date upon transfer or
new issuance of Common Shares will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer of
any certificates for Common Shares outstanding as of the Record Date
will also constitute the transfer of the Rights associated with the
Common Shares represented by such certificate.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on April 9, 2009 (the "Expiration Date"), unless the
Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
Flip-In
If a person or group becomes an Acquiring Person, each holder of
a Right will thereafter have the right to receive, upon exercise,
Common Shares (or, in certain circumstances, Preferred Shares or other
similar securities of the Company) having a value equal to two times
the exercise price of the Right. Notwithstanding any of the foregoing,
following the existence of an Acquiring Person, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.
For example, at an exercise price of $35 per Right, each Right
not owned by an Acquiring Person following an event set forth in the
preceding paragraph would entitle its holder to purchase $70 worth of
Common Shares (or other consideration, as noted above) for $35.
Assuming a value of $17.50 per Common Share at such time, the holder of
each valid Right would be entitled to purchase four Common Shares for
$35.
Flip-Over
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold after a person or group has become an
Acquiring Person, proper provision will be made so that each holder of
a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise
price of the Right. In the event that any person or group becomes an
Acquiring Person, proper provision shall be made so that each holder of
a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a market
value of two times the exercise price of the Right.
Exchange
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by such person or
group which will have become void), in whole or in part, at an exchange
ratio of one Common Share, or one one-thousandth of a Preferred Share
(or of a share of a class or series of the Company's preferred stock
having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
Redemption
At any time prior to the existence of an Acquiring Person, the
Board of Directors of the Company may redeem the Rights, in whole but
not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such
basis with such conditions as the Board of Directors, in its sole
discretion, may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
Amendment
The terms of the Rights may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights, except
that from and after the existence of an Acquiring Person no such
amendment may adversely affect the interests of the holders of the
Rights (other than the Acquiring Person).
Continuing Directors
A determination, approval, consent or other action of the "Board
of Directors" shall require approval or consent by a majority of the
Continuing Directors (as defined below), provided that no such approval
or consent would be required after six months from the date the
Continuing Directors cease to constitute a majority of the members of
the Board of Directors.
"Continuing Director" means a member of the Board of Directors,
who is not an Acquiring Person or a representative or nominee of an
Acquiring Person, and who either (i) was a member of the Board of
Directors on the date of the Rights Agreement or (ii) subsequently
became a member of the Board of Directors, and whose nomination for
election or election to the Board of Directors was recommended or
approved by a majority of the Continuing Directors then on the Board of
Directors. For purposes of the Rights Agreement, a determination,
calculation, interpretation or other action shall not be deemed
approved by a majority of the Continuing Directors unless there is at
least one Continuing Director in office who approved such action.
Adjustment
The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each
Right are subject to adjustment under certain circumstances.
Preferred Stock
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-thousandth
interest in a Preferred Share purchasable upon exercise of each Right
should approximate the value of one Common Share.
Rights of Holders
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
Further Information
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A dated March 30, 1999. A copy of the Rights Agreement is
available free of charge from the Company. This summary description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is hereby
incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. Description
1 Rights Agreement, dated as of March 26, 1999,
between Spacehab, Incorporated and American
Stock Transfer & Trust Company, as Rights
Agent. The Rights Agreement includes the
Designation of Rights, Terms and Preferences of
Series A Junior Preferred Stock as Exhibit A,
the form of Rights Certificate as Exhibit B,
and the Summary of Rights as Exhibit C
(incorporated by reference to Exhibit 3 to the
Company's Current Report on Form 8-K dated
March 26, 1999).
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized.
SPACEHAB, INCORPORATED
By:____/s/ David A. Rossi_________________
Name: David A. Rossi
Title: President and Chief Operating Officer
Date: March 31, 1999
EXHIBIT INDEX
Exhibit No. Description
1. Rights Agreement, dated as of March 26, 1999,
between Spacehab, Incorporated and American
Stock Transfer & Trust Company, as Rights
Agent. The Rights Agreement includes the
Designation of Rights, Terms and Preferences of
Series A Junior Preferred Stock as Exhibit A,
the form of Rights Certificate as Exhibit B,
and the Summary of Rights as Exhibit C
(incorporated by reference to Exhibit 2 to the
Company's Current Report on Form 8-K dated
March 26, 1999).
