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Previous: MMCA AUTO OWNER TRUST 1995-1, 8-K, 1999-09-01 |
Next: EAI SELECT MANAGERS EQUITY FUND, N-30D, 1999-09-01 |
<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 2 DATED AUGUST 31, 1999
(TO PROSPECTUS DATED FEBRUARY 4, 1998 AND
SUPPLEMENT NO. 1 THERETO DATED OCTOBER 1, 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
------------
This Prospectus Supplement No. 2 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 August 30, 1999, 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.
<PAGE> 2
<TABLE>
<CAPTION>
UNDERLYING SHARES OF
COMMON STOCK OR PERCENTAGE OF COMMON
PRINCIPAL AMOUNT OF ADDITIONAL SHARES OF STOCK OUTSTANDING
NOTES BENEFICIALLY PERCENTAGE OF NOTES COMMON STOCK THAT AFTER THE OFFERING
NAME(1) OWNED THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (2) (3)
------- ---------------------- ----------- --------------- ---
<S> <C> <C> <C> <C>
7/16/84 TST-HTW $50,000 * 3,669 *
Personal
A.A. Retirement Trust $100,000 * 7,339 *
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 Convertible $705,000 1.1 51,743 *
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 $4,505,000 7.1 330,642 2.9
Boston Corporation
D. Jackson Qualified $100,000 * 7,339 *
PR/SH
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
UNDERLYING SHARES OF
COMMON STOCK OR PERCENTAGE OF COMMON
PRINCIPAL AMOUNT OF ADDITIONAL SHARES OF STOCK OUTSTANDING
NOTES BENEFICIALLY PERCENTAGE OF NOTES COMMON STOCK THAT AFTER THE OFFERING
NAME(1) OWNED THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (2) (3)
------- ---------------------- ----------- --------------- ---
<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 Convertible $700,000 1.1 51,376 *
Growth and Income
Fund, Inc.
Employers' $300,000 * 22,018 *
Reinsurance Company
Equi-Select Growth & $500,000 * 36,697 *
Income Fund
Fidelity Advisor $2,500,000 4.0 183,486 1.6
Series I: Fidelity
Advisor Strategic
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>
3
<PAGE> 4
<TABLE>
<CAPTION>
UNDERLYING SHARES OF
COMMON STOCK OR PERCENTAGE OF COMMON
PRINCIPAL AMOUNT OF ADDITIONAL SHARES OF STOCK OUTSTANDING
NOTES BENEFICIALLY PERCENTAGE OF NOTES COMMON STOCK THAT AFTER THE OFFERING
NAME(1) OWNED THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (2) (3)
------- ---------------------- ----------- --------------- ---
<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 $8,650,000 13.7 634,862 5.4
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 Counselors $3,000,000 4.7 220,183 1.9
of Maryland
Irene Wamsler-Snow $50,000 * 3,669 *
Grantor Trust
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
UNDERLYING SHARES OF
COMMON STOCK OR PERCENTAGE OF COMMON
PRINCIPAL AMOUNT OF ADDITIONAL SHARES OF STOCK OUTSTANDING
NOTES BENEFICIALLY PERCENTAGE OF NOTES COMMON STOCK THAT AFTER THE OFFERING
NAME(1) OWNED THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (2) (3)
------- ---------------------- ----------- --------------- ---
<S> <C> <C> <C> <C>
J.W. McConnell Family $400,000 * 29,357 *
Foundation
John A. Roosevelt $25,000 * 1,834 *
Trust U/W
Kapor Family $200,000 * 14,678 *
Foundation
Kenneth C. Bates IRA $50,000 * 3,669 *
Rollover
Marti Stevens $100,000 * 7,339 *
McMahon Securities $29,000 * 2,128 *
Company, L.P.
Michael Alexander IRA $30,000 * 2,201 *
Michael Hamer / Clair $75,000 * 5,504 *
Warburton
Museum of Fine Arts, $140,000 * 10,275 *
Boston
National Capital $50,000 * 3,669 *
Poison Center
Endowment Fund
New Hampshire State $640,000 1.0 46,972 *
Retirement System
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
UNDERLYING SHARES OF
COMMON STOCK OR PERCENTAGE OF COMMON
PRINCIPAL AMOUNT OF ADDITIONAL SHARES OF STOCK OUTSTANDING
NOTES BENEFICIALLY PERCENTAGE OF NOTES COMMON STOCK THAT AFTER THE OFFERING
NAME(1) OWNED THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (2) (3)
------- ---------------------- ----------- --------------- ---
<S> <C> <C> <C> <C>
New York Life $5,000,000 7.9 366,972 3.2
Insurance Company
OCM Convertible $100,000 * 7,339 *
Limited Partnership
OCM Convertible Trust $1,480,000 2.3 108,623 1.0
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
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
UNDERLYING SHARES OF
COMMON STOCK OR PERCENTAGE OF COMMON
PRINCIPAL AMOUNT OF ADDITIONAL SHARES OF STOCK OUTSTANDING
NOTES BENEFICIALLY PERCENTAGE OF NOTES COMMON STOCK THAT AFTER THE OFFERING
NAME(1) OWNED THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (2) (3)
------- ---------------------- ----------- --------------- ---
<S> <C> <C> <C> <C>
Putnam High Income $1,000,000 1.6 73,394 *
Convertible and Bond
Fund
Raymond P. Watts IRA $50,000 * 3,669 *
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 Connecticut $1,385,000 2.2 101,651 *
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
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
UNDERLYING SHARES OF
COMMON STOCK OR PERCENTAGE OF COMMON
PRINCIPAL AMOUNT OF ADDITIONAL SHARES OF STOCK OUTSTANDING
NOTES BENEFICIALLY PERCENTAGE OF NOTES COMMON STOCK THAT AFTER THE OFFERING
NAME(1) OWNED THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (2) (3)
------- ---------------------- ----------- --------------- ---
<S> <C> <C> <C> <C>
Tair Ltd. $ 100,000 * 7,339 *
The Adams Charitable $150,000 * 11,009 *
Foundation, Inc.
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
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
UNDERLYING SHARES OF
COMMON STOCK OR PERCENTAGE OF COMMON
PRINCIPAL AMOUNT OF ADDITIONAL SHARES OF STOCK OUTSTANDING
NOTES BENEFICIALLY PERCENTAGE OF NOTES COMMON STOCK THAT AFTER THE OFFERING
NAME(1) OWNED THAT MAY BE SOLD OUTSTANDING MAY BE SOLD (2) (3)
------- ---------------------- ----------- --------------- ---
<S> <C> <C> <C> <C>
U/W OLT - Taxable $100,000 * 7,339 *
Income
University of $150,000 * 11,009 *
Rochester
Usenix Assoc Endowment $100,000 * 7,339 *
Van Loben Sels $250,000 * 18,348 *
Foundation
Vanguard Convertible $985,000 1.6 72,293 *
Securities Fund, Inc.
William G. McGowan $250,000 * 18,348 *
Charitable Fund, Inc.
Zazove Convertible $250,000 * 18,348 *
Fund, L.P.
</TABLE>
- -------------------
* Less than 1%
(1) The Selling Securityholders and the amount of Notes held by them are set
forth herein as of August 30, 1999 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.
9
<PAGE> 10
(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.
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.
------------
August 30, 1999
10
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