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UNITED STATES
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
September 13, 2000
(Date of Report - Date of Earliest Event Reported)
SPACEHAB, Incorporated
(Exact name of Registrant as specified in its charter)
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Washington 000-27206 91-1273737
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
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300 D Street, S.W., Suite 814 20024
Washington, D.C. (zip code)
(Address of principal executive office)
Registrant's telephone number, including area code: (202) 488-3500
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SPACEHAB, Incorporated
Item 4. Changes in Registrant's Certifying Accountant
(1) Previous Independent Accountants
(i) On September 7, 2000, SPACEHAB, Incorporated (the "Company")
dismissed KPMG LLP as the independent public accountants of the Company.
(ii) The reports of KPMG LLP on the financial statements of the
Company for each of the past two fiscal years ended June 30, 2000 and 1999,
contained no adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles.
(iii) The decision to change accountants was recommended by the
Audit Committee and approved by the Company's Board of Directors acting through
its Executive Committee.
(iv) During the Company's two most recent fiscal years and through
September 7, 2000, the Company has had no disagreements with KPMG LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of KPMG LLP would have caused it to make reference to the subject
matter of the disagreements in its report on the financial statements of the
Company for such years.
(v) During the Company's two most recent fiscal years and through
September 7, 2000, the Company has had no reportable events (as defined in Item
304 (a) (1) (v) of Regulation S-K).
(2) Engagement of New Accountants
(i) The Board of Directors of the Company, acting through its
Executive Committee pursuant to a recommendation of the Audit Committee, has
approved the appointment of Ernst & Young LLP as its new independent accountants
for the fiscal year ended June 30, 2001. The Company's engagement of Ernst &
Young LLP is effective September 7, 2000, subject to stockholder ratification.
(ii) Prior to the engagement of Ernst & Young LLP, the Company had
not consulted with Ernst & Young LLP during its two most recent fiscal years and
through the date of this report in any matter regarding: (i) either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report nor oral advice
provided that Ernst & Young LLP concluded was an important factor considered by
the Company in reaching a decision as to the
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accounting, auditing or financial reporting issue, or (ii) any matter that was
the subject of either a disagreement or a reportable event described in
Paragraph (1) (v) above.
(3) The Company has requested that KPMG LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the statements made above. A copy of such letter, dated September
13, 2000, is filed as Exhibit 16.1 to this Form 8-K
Item 7. Exhibits
Exhibits Description
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16.1 Letter provided by KPMG LLP dated September 13, 2000,
pursuant to Item 304 (a) (3) of Regulation S-K.
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
Date: September 13, 2000 BY: /s/ Julia A. Pulzone
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Julia A. Pulzone, Senior
Vice President, Finance,
Chief Financial Officer and
Secretary
