As filed with the Securities and Exchange Commission on ~~December 23, 1997~~ March 03, 2021

Registration No. 333- ~~================================================================================~~

(Exact name of registrant as specified in its charter) Washington (State or other jurisdiction of 91-1273737 incorporation or organization) (I.R.S. Employer Identification No.) 1595 Spring Hill Road,

2028 E. Ben White Blvd., Suite ~~360 Vienna, Virginia 22182 (703) 821-3000 (Address,~~240-9530

(Address, including zip code, and telephone number, including area code, of ~~registrant's principle~~registrant’s principal executive offices) ~~---------- Margaret~~

2028 E. ~~Grayson Copy to: SPACEHAB, Incorporated Frank E. Morgan II, Esq. 1595 Spring Hill Road,~~Ben White Blvd., Suite 360 Dewey Ballantine LLP Vienna, Virginia 22182 1301 Avenue of the Americas (703) 821-3000 New York, New York (Name,240-9530

(Name, address, including zip code, and telephone ~~(212) 259-8000~~ number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: ~~As soon as practicable~~From time to time, after the effective date of this ~~Registration Statement becomes effective.~~ registration statement.

If the only securities being registered on this ~~form~~Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~ ☐

If any of the securities being registered on this ~~form~~Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ~~[x]~~ ☑

If this ~~form~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ☐

If this ~~form~~Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ☐

If ~~delivery of~~this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the ~~prospectus is expected to be made~~Commission pursuant to Rule ~~434, please~~462(e) under the Securities Act, check the following box. ~~[ ]~~ ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

CALCULATION OF REGISTRATION FEE

=============================================================================================== PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE(1) FEE =============================================================================================== 8% Convertible Subordinated Notes due 2007 $63,250,000 100% $ 63,250,000 $ 18,658.75 - ----------------------------------------------------------------------------------------------- Common Stock, no par value 4,642,202
Title of each class of securities to be registered

Amount to be registered/proposed maximum offering price per unit/proposed maximum aggregate offering price

Amount of registration fee

Common Stock

(1)(2)

Preferred Stock

(1)(2)

Debt Securities

(1)

Warrants

(1)

Units

(1)

Total

$
250,000,000

(3)
$
27,275

(4)
(1)  An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices.
(2)  Includes rights to acquire common stock or preferred stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan.
(3)(4) $ 0 (2) - ----------------------------------------------------------------------------------------------- Total registration fee -- -- $ 18,658.75 ===============================================================================================
~~(1)~~  Estimated solely for ~~purposes~~the purpose of calculating the registration fee. No separate consideration will be received for shares of common stock or preferred stock that are issued upon conversion of debt securities, depositary shares or preferred stock or upon exercise of warrants registered hereunder. The ~~actual~~aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $250,000,000.

(4) The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be ~~determined~~necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

We may offer and sell, from time to time byin one or more offerings, any combination of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the ~~Selling Holders~~foregoing, either individually or as units comprised of one or more of the other securities, having an aggregate initial offering price not exceeding $250,000,000.

This prospectus provides a general description of the securities we may offer. Each time we sell a particular class or series of securities, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. You should read carefully this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference herein or therein before you invest in any of our securities.

This prospectus may not be used to offer ~~for resale~~or sell our securities unless accompanied by a prospectus supplement relating to the offered securities.

Our common stock is presently listed on the NASDAQ Capital Market under the symbol “ASTC”. On March 02, 2021, the last reported sale price of our common stock was $2.44. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the NASDAQ Capital Market or any securities market or other exchange of the securities, ~~registered hereby. (2) Pursuant~~if any, covered by the prospectus supplement.

These securities may be sold directly by us, through dealers or agents designated from time to ~~Rule 457(i), there~~time, to or through underwriters, dealers or through a combination of these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect of which this prospectus is ~~no filing fee~~being delivered, we will disclose their names and the nature of our arrangements with ~~respect~~them in a prospectus supplement. The price to the ~~shares~~public of ~~Common Stock issuable upon conversion~~such securities and the net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.

Investing in our securities involves various risks. See “Risk Factors” contained herein for more information on these risks. Additional risks will be described in the related prospectus supplements under the heading “Risk Factors”. You

should review that section of the ~~Notes because no additional consideration will be received~~related prospectus supplements for a discussion of matters that investors in ~~connection with~~our securities should consider.

Neither the ~~exercise~~Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the ~~conversion privilege. (3) Represents shares issuable upon conversion~~adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the ~~Notes. (4) Plus such additional indeterminate number~~contrary is a criminal offense.

The date of ~~shares as may become issuable upon conversion~~this Prospectus is March 03, 2021.

This prospectus is part of the Notes being registered hereunder by means of adjustment in the conversion price. THE REGISTRANT HEREBY AMENDS THIS REGISTATION STATEMENT ON SUCH DATE OR DATE AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ~~2 Information contained herein is subject to completion or amendment. A~~a registration statement ~~relating to these securities has been~~that we filed with the Securities and Exchange ~~Commission. These~~Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) using a “shelf” registration process. Under this shelf registration process, we may from time to time sell common stock, preferred stock, debt securities or warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities, in one or more offerings up to a total dollar amount of $250,000,000. We have provided to you in this prospectus a general description of the securities we may ~~not be sold nor may offers to buy be accepted prior~~offer. Each time we sell securities under this shelf registration, we will, to the ~~time~~extent required by law, provide a prospectus supplement that will contain specific information about the ~~registration~~terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. To the extent there is a conflict between the information contained in this prospectus and the prospectus supplement or any related free writing prospectus, you should rely on the information in the prospectus supplement or the related free writing prospectus; provided that if any statement ~~becomes effective.~~in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement or any related free writing prospectus — the statement in the document having the later date modifies or supersedes the earlier statement.

We have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement, or any related free writing prospectus that we may authorize to be provided to you. This prospectus, ~~shall~~the accompanying prospectus supplement and any related free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor ~~shall there be~~do this prospectus, the accompanying prospectus supplement or any ~~sale~~related free writing prospectus, if any, constitute an offer to sell or the solicitation of ~~these~~an offer to buy securities in any ~~State in which~~jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus, any applicable prospectus supplement or ~~sale would be unlawful prior~~any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference (as our business, financial condition, results of operations and prospects may have changed since that date), even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered or securities are sold on a later date.

As permitted by the rules and regulations of the SEC, the registration statement, of which this prospectus forms a part, includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s web site or ~~qualification~~at the SEC’s offices described below under the securities laws of any such State. SUBJECT TO COMPLETION, DATED DECEMBER 23, 1997 PROSPECTUS SPACEHAB, INCORPORATED $63,250,000 Principal Amount of 8% Convertible Subordinated Notes due 2007 4,642,202 Shares of Common Stock ---------- This Prospectus relatesheading “Where You Can Find Additional Information.”

In this prospectus, “Astrotech,” “the Company,” “we,” “us,” and “our” refer to Astrotech Corporation, a Delaware corporation, unless the context otherwise requires.

Astrotech Corporation (Nasdaq: ASTC) (“Astrotech,” the “Company,” “we,” “us,” or “our”), a Delaware corporation organized in 1984, is a science and technology development and commercialization company that launches, manages, and builds scalable companies based on innovative technology in order to maximize shareholder value.

Our efforts are focused on commercializing its platform mass spectrometry technology through its wholly-owned subsidiaries:

ATI owns and licenses the AMS Technology, the platform mass spectrometry technology originally developed by 1^st Detect. The intellectual property includes 32 granted patents and two additional patents in process along with extensive trade secrets. With a number of diverse market opportunities for the core technology, ATI is structured to license the intellectual property for different fields of use. ATI currently licenses the AMS Technology to three wholly-owned subsidiaries of Astrotech, including to 1^st Detect for use in the security and detection market, to AgLAB for use in the agriculture market, and to BreathTech for use in breath analysis.

1^st Detect, an exclusive licensee of ATI for the security and detection market, has developed the TRACER 1000™, the world’s first mass spectrometer (“MS”) based explosives trace detector (“ETD”) certified by the European Civil Aviation Conference (“ECAC”), designed to replace the ETDs used at airports, cargo facilities, secured facilities, and borders worldwide. We believe that ETD customers are unsatisfied with the currently deployed ETD technology, which is driven by ion mobility spectrometry (“IMS”). We believe that IMS-based ETDs are fraught with false positives, as they often misidentify personal care products and other common household chemicals as explosives, causing unnecessary delays, frustration, and significant wasted security resources. In addition, there are hundreds of different types of explosives, but IMS-based ETDs have a very limited threat detection library reserved only for those several explosives of largest concern. Adding additional compounds to the detection library of an IMS-based ETD fundamentally reduces the instrument’s performance, further increasing the likelihood of false alarms. In contrast, adding additional compounds does not degrade the TRACER 1000’s detection capabilities, as it has a virtually unlimited and easily expandable threat library. With terrorist threats becoming more numerous, sophisticated, and lethal, security professionals have been looking for better instrumentation, and specifically for mass spectrometry, to address the evolving threats, but mass spectrometry has long been too expensive, too cumbersome, and not practical for security applications until the launch of the TRACER 1000.

In order to sell the TRACER 1000 to airport and cargo security customers in the European Union, ECAC certification is required. Certain other countries also accept ECAC certification. After receiving ECAC certification for the TRACER 1000 on February 21, 2019, we are now marketing to and taking orders from airports and cargo facilities outside of the U.S. that accept ECAC certification.

On June 26, 2019, the Company announced the official launch of the TRACER 1000, and on November 22, 2019, we announced our first commercial sale of ~~$63,250,000 aggregate principal amount~~TRACER 1000 units to a global shipping and logistics company.

In the United States, we are working with the TSA towards Air Cargo certification. On March 27, 2018, we announced that the TRACER 1000 was accepted into TSA’s Air Cargo Screening Technology Qualification Test (“ACSQT”) and, on April 4, 2018, we announced that the TRACER 1000 was beginning testing with TSA for passenger screening at airports. On November 14, 2019, we announced that the TRACER 1000 had been selected by the TSA’s Innovation Task Force to conduct live checkpoint screening at Miami International Airport. With similar protocols as ECAC testing, we have received valuable feedback from all programs. Following ECAC certification and acceptance in the cargo market, testing for cargo security continued with the TSA. With the COVID-19 pandemic, all testing within the TSA was put on hold; however, cargo non-detection testing resumed during the summer of ~~8% Convertible Subordinated Notes due 2007 (the "Notes") of SPACEHAB, Incorporated, a Washington corporation (the "Company"), issued to~~2020, and we subsequently announced on September 9, 2020 that the ~~initial purchasers~~TRACER 1000 passed the non-detection testing portion of the ~~Notes (the "Initial Purchasers"~~TSA’s ACSQT. TSA cargo detection testing resumed during the fall of 2020 and continues to move forward. This is the next and final step to be listed on the Air Cargo Screening Technology List (“ACSTL”) as an “approved” device and, if approved, thereby approved for cargo sales in the United States. Given the deterioration in air traffic caused by the pandemic, we have determined to put TSA certification testing for passenger checkpoint security on indefinite hold.

Finally, on October 28, 2020, the Company announced that it had surpassed $1.0 million in purchase orders for the TRACER 1000 and an additional $1.0 million in future service and support commitments, also announcing DHL (Deutsche Post AG) as its largest flagship customer.

AgLAB, an exclusive licensee of ATI for the agriculture market, has developed the AgLAB-1000™ series of mass spectrometers for process control and in the detection of trace levels of solvents and pesticides. The AgLAB product line is a derivative of our core AMS Technology. The AMS Technology provides a significant competitive advantage due to its small size, rugged design, quick analysis, ease of use, and affordability. These attributes are valuable for agriculture applications in both processing facilities and in the field.

BreathTech, an exclusive licensee of ATI for breath analysis, is developing the BreathTest-1000™, a breath analysis tool to screen for VOC metabolites found in a ~~private placement consummated~~person’s breath that could indicate they may have an infection, including COVID-19 or pneumonia.

Development of the BreathTest-1000 follows our positive results in pre-clinical trials for the BreathDetect-1000™, a rapid self-serve breathalyzer that detects bacterial infections in the respiratory tract, including pneumonia. The pre-clinical trials were conducted in collaboration with UT Health San Antonio in 2017.

On October ~~1997 (the "Debt Offering") and~~20, 2020, we announced a joint development agreement with The Cleveland Clinic Foundation to explore leveraging the ~~sale~~BreathTest-1000 to rapidly screen for COVID-19 or related indicators. The goal of ~~4,642,202~~the agreement is to develop a non-invasive device that will use breath samples to identify COVID-19 strains, with the potential to provide a low-cost, self-service screening option that could be deployed on a large-scale.

We may offer shares of ~~Common Stock, no par~~our common stock and preferred stock, various series of debt securities and warrants to purchase any of such securities, either individually or in units, with a total value ~~er share (the "Common Stock")~~ of the Company plus such additional indeterminate number of shares of Common Stock, as may become issuable upon conversion of the Notes by means of adjustment in the conversion price. The Notes and such shares of Common Stock issued upon conversion of the Notes may be offeredup to $250,000,000 from time to time under this prospectus, together with any applicable prospectus supplement and related free writing prospectus, at prices and on terms to be determined by market conditions at the time of offering. If we issue any debt securities at a discount from their original stated principal amount, then, for purposes of calculating the ~~accounts~~total dollar amount of ~~holders~~all securities issued under this prospectus, we will treat the initial offering price of ~~Notes named herein~~the debt securities as the total original principal amount of the debt securities. Each time we offer securities under this prospectus, we will provide offerees with a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities being offered, including, to the extent applicable:

A prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in ~~supplements~~documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.

We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We, as well as any agents acting on our behalf, reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. Each prospectus supplement will set forth the names of any underwriters, dealers or agents involved in the sale of securities described in that prospectus supplement and any applicable fee, commission or discount arrangements with them, details regarding any over-allotment option granted to them, and net proceeds to us. The following is a summary of the securities we may offer with this ~~Prospectus~~prospectus.

We currently have authorized 50,000,000 shares of common stock, $0.001 par value. We may offer shares of our common stock either alone or underlying other registered securities convertible into or exercisable for our common stock. Holders of our common stock are entitled to such dividends as our Board of Directors (the ~~"Selling Securityholders"). See "Plan~~“Board” or “Board of ~~Distribution." Information concerning the Selling Securityholders~~Directors”) may ~~change~~declare from time to time out of legally available funds, subject to the preferential rights of the holders of any shares of our preferred stock that are outstanding or that we may issue in the future. Currently, we do not pay any dividends on our common stock. Each holder of our common stock is entitled to one vote per share. In this prospectus, we provide a general description of, among other things, the rights and restrictions that apply to holders of our common stock.

We currently have authorized 2,500,000 shares of preferred stock, $0.001 par value. Our Board has designated 300,000 as Series A Junior Preferred Stock, none of which are outstanding. The Board has also designated Series C and Series D Preferred Stock, of which no shares and 280,898 shares are outstanding, respectively, as of June 30, 2020. Any authorized and undesignated shares of preferred stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by our Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of preferred stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

The rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred stock that we offer and sell under this prospectus and applicable prospectus supplements will be set forth in ~~supplements~~a certificate of designation relating to the series. We will incorporate by reference into the registration statement of which this ~~Prospectus. The Notes~~prospectus is a part the form of any certificate of designation that describes the terms of the series of preferred stock we are ~~convertible, at~~offering before the issuance of shares of that series of preferred stock. You should read any ~~time at~~prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.

We may offer general debt obligations, which may be secured or ~~before maturity, unless previously redeemed,~~unsecured, senior or subordinated and convertible into shares of ~~Common Stock, at~~our common stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt securities.” We may issue debt securities under a ~~conversion price of $13.625 per share, subject~~note purchase agreement or under an indenture to ~~adjustment in certain events. The Common Stock~~be entered between us and a trustee. Forms of the ~~Company~~senior and subordinated indentures are included as an exhibit to the registration statement of which this prospectus is ~~traded on the Nasdaq's National Market under the symbol "SPAB." On December 23, 1997, the closing price of the Common Stock as reported by Nasdaq was $10.25 per share.~~a part. The ~~Notes~~indentures do not ~~provide for a sinking fund.~~limit the amount of securities that may be issued under it and provides that debt securities may be issued in one or more series. The ~~Notes are~~senior debt securities will have the same rank as all of our other indebtedness that is not ~~redeemable by the Company prior~~subordinated. The subordinated debt securities will be subordinated to ~~October 20, 2000. Thereafter, the Notes are redeemable at the option of the Company, in whole or in part, at the redemption prices~~our senior debt on terms set forth in ~~this Prospectus, plus accrued interest. Upon a Change~~the applicable prospectus supplement. In addition, the subordinated debt securities will be effectively subordinated to creditors and preferred shareholders of ~~Control (as defined herein),~~our subsidiaries. Our Board of Directors will determine the terms of each ~~holder~~series of ~~Notes may elect to require the Company to repurchase such holder's Notes at a purchase price equal to 100%~~debt securities being offered. This prospectus contains only general terms and provisions of the ~~principal amount thereof, plus accrued interest through~~debt securities. The applicable prospectus supplement will describe the ~~date of repurchase. See "Description of Notes --Certain Rights to Require Repurchase of Notes." The Notes are general unsecured obligations~~particular terms of the ~~Company~~debt securities offered thereby. You should read any prospectus supplement and ~~are subordinate~~any free writing prospectus that we may authorize to ~~all present and future Senior Indebtedness (as defined herein)~~be provided to you related to the series of debt securities being offered, as well as the complete note agreements and/or indentures that contain the terms of the ~~Company. The Indenture will not restrict the Company's ability to incur Senior Indebtedness or the Company's subsidiary's ability to incur additional indebtedness. See "Description~~debt securities. Forms of ~~Notes -- Subordination." The Notes~~indentures have been ~~designated~~filed as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of debt securities being offered will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SEC.

We may offer warrants for ~~trading~~the purchase of shares of our common stock or preferred stock or of debt securities. We may issue the warrants by themselves or together with common stock, preferred stock or debt securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. Our Board of Directors will determine the terms of the warrants. This prospectus contains only general terms and provisions of the warrants. The applicable prospectus supplement will describe the particular terms of the warrants being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of warrants being offered, as well as the complete warrant agreements that contain the terms of the warrants. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SEC.

We may offer units consisting of our common stock or preferred stock, debt securities and/or warrants to purchase any of these securities in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the ~~Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market. For~~applicable prospectus supplement relating to a ~~description~~particular series of units. This prospectus contains only a summary of certain ~~income tax consequences to holders~~general features of the ~~Notes, see "Certain United States Federal Income Tax Consequences." All~~units. The applicable prospectus supplement will describe the particular features of the ~~Notes were issued initially pursuant~~units being offered thereby. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and will be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SEC.

Our principal executive offices are located at 2028 E. Ben White Blvd., Suite 240-9530, Austin, Texas 78741. Our telephone number is (512) 485-9530 and our website address is www.astrotechcorp.com. The information on our website is not a part of, and should not be construed as being incorporated by reference into, this prospectus or any prospectus supplement.

An investment in our securities involves a high degree of risk. This prospectus contains, and the prospectus supplement applicable to each offering of our securities will contain, a discussion of the risks applicable to an ~~exemption from~~investment in our securities. Prior to making a decision about investing in our securities, you should carefully consider the ~~registration requirements~~specific factors discussed under the heading “Risk Factors” in this prospectus and the applicable prospectus supplement, together with all of the ~~Securities Act of 1933, as amended (the "Securities Act"), provided~~other information contained or incorporated by Section 4(2) thereof and to the Company's knowledge, were transferred to the Selling Securityholders pursuant to Rule 144A or Regulation S under the Securities Act. Notes resold pursuant to the Registration Statement (of which this Prospectus is a part) will no longer be eligible for tradingreference in the ~~PORTAL Market. The Selling Securityholders, acting as principals for their own account, directly, through agents designated from time to time,~~prospectus supplement or ~~through brokers, dealers, agents~~appearing or ~~underwriters also to be designated, may sell all or a portion of the Notes or shares of Common Stock which may be offered hereby~~incorporated by them from time to time on terms to be determined at the time of sale. The aggregate proceeds to the Selling Securityholders from the sale of Notes and Common Stock will be the purchase price of such Notes or Common Stock less commissions, if any. For information concerning indemnification agreements between the Company and the Selling Securityholders, see "Plan of Distribution." The Company will not receive any of the proceeds from the sales of the Notes or the shares of Common Stock by the Selling Securityholders. The Selling Securityholders may be deemed to be "underwriters" under the Securities Act. If any broker-dealers are used by the Selling Securityholders, any commissions paid to broker-dealers and, if broker-dealers purchase any Notes or shares of Common Stock as principals, any profits received by such broker-dealers on the resale of the Notes or shares of Common Stock may be deemed to be underwriting discounts or commissions under the Securities Act. In addition, any profits realized by the Selling Securityholders may be deemed to be underwriting commissions. See "Risk Factors" beginning at page 3 herein for certain information that should be considered by prospective investors. ---------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is December________, 1997 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance therewith, files periodic reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed with the Commission may be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission located at Seven World Trade Center, New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the Commission at prescribed rates by writing to the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates in this ~~Prospectus by reference~~prospectus. You should also consider the ~~following documents heretofore filed with the Commission pursuant to the Exchange Act: (i) the Company's~~risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~1997; (ii)~~2020, filed with the ~~Company's~~SEC on November 8, 2020, and any updates described in our Quarterly ~~Report~~Reports on Form 10-Q, all of which are incorporated herein by reference, and may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future and any prospectus supplement related to a particular offering. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.

This prospectus and any accompanying prospectus supplement, including the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this prospectus and any accompanying prospectus supplement about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our common stock and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.

Any forward-looking statements are qualified in their entirety by reference to the ~~quarter ended September 30, 1997 (filed November 6, 1997);~~risk factors discussed throughout this prospectus and ~~(iii)~~any accompanying prospectus supplement. Some of the ~~Company's Current Report~~risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not limited to:

The foregoing list sets forth some, but not all, of the ~~Exchange Act subsequent~~factors that could affect our ability to achieve results described in any forward-looking statements. You should read this prospectus and any accompanying prospectus supplement and the documents

that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement is accurate as of the date on the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to on page of this prospectus and incorporated herein by reference, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus and any accompanying prospectus supplement, and particularly our forward-looking statements, by these cautionary statements.

Except as described in any prospectus supplement and any free writing prospectus in connection with a specific offering, we currently intend to use the net proceeds from the sale of the securities offered under this prospectus for general corporate purposes and working capital and capital expenditures. We may also use the net proceeds to invest in or acquire complementary businesses, products or technologies, develop joint ventures, or engage in other strategic investments, although we have no current commitments or agreements with respect to any such investments or acquisitions as of the date of this ~~Prospectus~~prospectus. We have not determined the amount of net proceeds to be used specifically for the foregoing purposes. As a result, our management will have broad discretion in the allocation of the net proceeds and ~~prior~~investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities. Pending use of the net proceeds, we may invest the proceeds in short-term, investment-grade, interest-bearing instruments, or other similar investment vehicles..

Each time we offer securities under this prospectus, we will describe the intended use of the net proceeds from that offering in the applicable prospectus supplement. The actual amount of net proceeds we spend on a particular use will depend on many factors, including, our future capital expenditures, the amount of cash required by our operations, and our future revenue growth, if any. Therefore, we will retain broad discretion in the use of the net proceeds.

We may offer shares of common stock, shares of preferred stock, debt securities or warrants to purchase common stock, preferred stock or debt securities, or any combination of the ~~termination~~foregoing, either individually or as units comprised of one or more of the other securities. We may offer up to $250,000,000 of securities under this ~~offering shall be deemed~~prospectus. If securities are offered as units, we will describe the terms of the units in a prospectus supplement.

The following description of our capital stock, together with any additional information we include in any applicable prospectus supplement or any related free writing prospectus, summarizes the material terms and provisions of our common stock and the preferred stock that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future common stock or preferred stock that we may offer, we will describe the particular terms of any class or series of these securities in more detail in the applicable prospectus supplement. For the complete terms of our common stock and preferred stock, please refer to our Certificate of Incorporation and our Bylaws (“Bylaws”) that are incorporated by reference into the registration statement of which this prospectus is a part or may be incorporated by reference in this ~~Prospectus~~prospectus or any applicable prospectus supplement. The terms of these securities may also be affected by the Delaware General Corporation Law (the “DGCL”). The summary below and that contained in any applicable prospectus supplement or any related free writing prospectus are qualified in their entirety by reference to ~~be part hereof from the respective dates~~our Certificate of Incorporation and our Bylaws.

As of the ~~filing~~date of this prospectus, our authorized capital stock consisted of 50,000,000 shares of common stock, $0.001 par value, and 2,500,000 shares of preferred stock, $0.001 par value. Our Board may establish the rights and preferences of the

preferred stock from time to time. As of February 22, 2021, there were 22,977,059 shares of our common stock issued and 22,577,135 outstanding and 280,898 shares of preferred stock issued and outstanding.

Holders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. Holders of our common stock are entitled to receive ratably such ~~documents. Any statement contained~~dividends, if any, as may be declared by our Board out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for the operation and expansion of our Company. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights.

Our Articles of Incorporation provides that our Board may by resolution, without further vote or action by the shareholders, establish one or more classes or series of preferred stock having the number of shares and relative voting rights, designation, dividend rates, liquidation, and other rights, preferences, and limitations as may be fixed by them without further shareholder approval. Once designated by our Board, each series of preferred stock will have specific financial and other terms that will be described in a ~~document incorporated or deemed to be incorporated by~~prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is not complete without reference ~~herein shall be deemed to be modified or superseded for purposes of this Prospectus~~ to the ~~extent~~documents that govern the preferred stock. These include our Certificate of Incorporation and any certificates of designation that the Board may adopt. Prior to the issuance of shares of each series of preferred stock, the Board is required to adopt resolutions and file a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a partcertificate of this Prospectus except as so modified or superseded. The Company will provide without charge to each person to whom this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated by reference herein, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents or herein. Requests for such copies should be directed to Investor Relations, SPACEHAB, Incorporated, 1595 Spring Hill Road, Suite 360, Vienna, Virginia 22182: Telephone (703) 821-3000. THE COMPANY SPACEHAB is the first company to commercially develop, own and operate pressurized habitable modules ("SPACEHAB Modules") that provide space-based laboratory research facilities and cargo services aboard the U.S. Space Shuttle system (the "Space Shuttle"). In February 1997, SPACEHAB diversified its businessdesignation with the ~~acquisition~~Secretary of ~~Astrotech, the leading provider~~State of commercial satellite payload processing facilities and related services in the United States. The Company's activities are now focused on both the human space flight and satellite launch industries. Within each of these industries, SPACEHAB targets two markets: microgravity and life sciences research and space support services. SPACEHAB currently owns and operates three pressurized flight-rated modules which significantly enhance the capabilities of the Space Shuttle fleet. Two of the three SPACEHAB Modules can be configured to fly separately either as a single science module optimized for microgravity and life sciences research and experiments (a "Science Single Module") or as a single logistics module optimized to transport water, food, oxygen, equipment and other supplies (a "Logistics Single Module," and collectively, the "Single Modules"). The third module is dedicated to logistics transport and can only be flown in combination with either of the Single Modules to form a double module (the "Logistics Double Module"). The Company is currently developing and manufacturing a fourth module dedicated to scientific research which is intended to be flown with either of the Single Modules to form a double module dedicated to scientific research (the "Science Double Module"). The Science Double Module is expected to be available in late 1999. In addition to its modules, SPACEHAB also provides a full range of pre-and 2 4 post-flight experiment and payload processing services and in-flight operations support to assist astronauts and researchers in space and on the ground in connection with the performance of experiments and logistics services aboard SPACEHAB Modules. A Single Module, when installed in the cargo bay of the Space Shuttle, more than doubles the working and living space available to astronauts for research, experimentation, habitation and stowage. SPACEHAB provides excellent flexibility in meeting customer requirements for both science and logistics missions in that all versions of SPACEHAB Modules can accommodate a combination of lockers, racks and soft storage arrangements to carry experiments and supplies. In addition, SPACEHAB's efficient and innovative payload processing procedures enable it to accommodate last-minute changes in customer requirements as well as late-stage loading of SPACEHAB Modules into the Space Shuttle cargo bay. The Company's Astrotech subsidiary provides launch site preparation of flight-ready satellites to major U.S. space launch companies and satellite manufacturers, including The Boeing Company ("Boeing"), Lockheed Martin Corporation ("Lockheed Martin") and Motorola Corporation ("Motorola"). Since Astrotech began operations in 1984, all commercial satellites launched from the primary U.S. launch site near the Kennedy Space Center have been processed using Astrotech's facilities. SPACEHAB was incorporated in the State of ~~Washington on August 22, 1984.~~Delaware. The ~~Company's principal executive offices are located at 1595 Spring Hill Road, Suite 360, Vienna, Virginia 22182. Its telephone number is (703) 821-3000. Prospective investors are cautioned that~~certificate of designation fixes for each class or series the ~~statements included~~designations, powers, preferences, rights, qualifications, limitations and incorporated by reference in this Prospectus that are not descriptions of historical facts may be forward-looking statements. Such statements reflect management's current views, are based on many assumptions and are subject to risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors,restrictions, including, but not limited to, ~~those described under the caption "Risk Factors." RISK FACTORS Prospective purchasers~~some or all of the ~~Notes or shares~~following:

the distinctive designation of Common Stock offered hereby should consider carefully the following risk factors, in addition to the other information set forth in this Prospectus, before purchasing any of the Notes or shares of Common Stock. Dependence on the Continued Operation of the Space Shuttle SPACEHAB Modules have been specifically designed to enhance the capabilities of the Space Shuttlesuch series and therefore, the Company's business is highly dependent on the availability of the Space Shuttle fleet. From January 1986 to September 1988, all missions aboard the Space Shuttle were suspended pending the redesign of certain of its subcomponents which had caused the loss of the Space Shuttle Challenger. In addition, the Space Shuttle fleet was temporarily grounded in 1990 as a result of a hydrogen leak from its main engine system and again during July through August 1995 to implement a design change to prevent future hot-gas damage to the Space Shuttle's O-ring seal in the nozzle of its solid-fuel boosters. No assurances can be made that the Space Shuttle will not be grounded, that future missions of the Space Shuttle will not be delayed, that NASA will launch the number of ~~Space Shuttle missions currently scheduled or that NASA will continue the use of the Space Shuttle. There are four Space Shuttles in operation, of~~shares which three are currently capable of docking with Mir. NASA has not budgeted for the construction of additional Space Shuttles. Failure to have access to the Space Shuttle, either through technical difficulties affecting the entire fleet or the loss of an individual Space Shuttle, would have a material adverse effect on the Company's financial condition and results of operations. 3 5 Dependence on NASA as a Customer and for Microgravity Research Funding Approximately 88% of the Company's fiscal year 1997 revenue was generated from two NASA contracts. While the acquisition of Astrotech and the introduction of new customers present additional revenue sources, the Company anticipates that revenue from NASA will continue to account for a significant amount of the Company's revenue over the next several years. There are no assurances, however, that NASA will require the Company's module services in the future. Therefore, the Company's failure to execute new contracts with NASA would have a material adverse effect on the Company's financial condition and results of operations. In addition, NASA presently offers, and has offered in the past, flight opportunities aboard the Space Shuttle to researchers in exchange for their contributions of experiment hardware and research support. Such researchers are not required to pay Space Shuttle transportation charges, and therefore NASA-sponsored microgravity programs have become the most economical means for U.S. nongovernmental organizations to obtain access to a microgravity research environment. In fiscal year 1997, SPACEHAB provided hardware, integration and operations for microgravity experiments to NASDA and ESA aboard the Logistics Double Module on the Space Shuttle mission flown in May 1997 (the "NASDA/ESA Contract") and provided a locker to ESA during fiscal year 1993. There can be no assurance that the Company will be able to enter into additional contracts with other governments or private entities for the use of lockers aboard SPACEHAB Modules. Should authorized funding for NASA-sponsored microgravity programs be reduced or eliminated, the demand for conducting experiments aboard the Space Shuttle also could be reduced or eliminated. As SPACEHAB Modules are specifically designed for use aboard the Space Shuttle, a decrease in or elimination of the demand to conduct microgravity experiments aboard the Space Shuttle would have a material adverse effect on the Company's financial condition and results of operations. Dependence on Congressional Appropriations The Company's financial performance is substantially dependent on the revenue generated from its contracts with NASAshall constitute such series, which ~~similar to contracts with other agencies of the U.S. government,~~number may be ~~terminated~~increased (except where otherwise provided by ~~NASA at any time "for convenience." Failure to receive sufficient funds from~~ the ~~U.S. Congress ("Congress")~~Board in creating such series) or a withdrawal by Congress of prior appropriations would permit NASA to terminate its contracts with SPACEHAB "for convenience." Congress usually appropriates funds for a given program on a fiscal year basis even though contract performance may take more than one year. Therefore, no assurances can be made that Congress will continue to fund NASA at levels which will permit Space Shuttle missions to continue on their current schedules or that Congress will appropriate the funds necessary for NASA to fulfill its obligations under its contracts with the Company. Any substantial reduction in congressional funding for Space Shuttle missions or annual appropriations to NASA to fulfill, among other things, NASA's contracts with the Company or the U.S. commitment to the International Space Station would have a material adverse effect on the Company's financial condition and results of operations. Dependence on International Participation in the Space Program The Company's future financial performance is substantially dependent upon the revenue generated by a contract to fly certain missions to Mir (the "Mir Contract"). Recently, Mir has experienced a fire, a docking collision, computer malfunctions and other problems that have led to concerns about its continuing viability. In the event the Russian government is unable to operate or continue to fund the operations of Mir during the term of the Mir Contract, or if NASA were to decidedecreased (but not to continue to support Mir with any further Space Shuttle flights for operational, budgetary, or other reasons, NASA could terminate the Mir Contract, which would have a material adverse effect on the Company's financial condition and results of operations. The development and construction of the International Space Station are being funded by a consortium of countries, including Japan, Russia, Canada and certain European countries, in addition to the United States. Certain of these projects are behind schedule and over budget, which is expected to negatively affect the Company's revenue, net income and cash flows from operations for fiscal year 1998. The failure of the governments of these countries to fund their commitment to the International Space Station or the postponement or abandonment of the 4 6 International Space Station's development or construction could have a material adverse effect on the Company's future financial performance. Competition The U.S. government, the governments of other countries, and private companies participate in the highly competitive space industry often as both suppliers and end-users of space services. The Company's long-term strategy for growth is to provide research, logistics, infrastructure and payload processing services to NASA and others during the International Space Station era. This strategy could require the Company to compete with commercial companies such as Boeing, Lockheed Martin and other large aerospace companies, many of which have existing NASA support contracts, substantially greater financial resources and manufacturing capabilities, more established and larger marketing and sales organizations, and larger technical staffs than the Company. The main competitor to the SPACEHAB Modules in the microgravity research field is the NASA owned and operated Spacelab system ("Spacelab"). While the Company believes that its SPACEHAB Modules offer significant advantages compared to Spacelab, non-economic concerns could outweigh the justifications for using SPACEHAB Modules on certain Space Shuttle missions. Under a treaty between the United States and Italian governments concluded in 1991, the Italian government agreed to provide two Mini-Pressurized Logistics Modules ("MPLMs") to NASA for use in the construction and operation of the International Space Station. The MPLMs will be capable of carrying pressurized logistics and other payloads in the cargo bay of the Space Shuttle to and from the International Space Station. The Company believes that the MPLMs will be its most direct competitor for pressurized logistics resupply to the International Space Station. Russia also operates Progress unmanned, expendable logistics resupply vehicles, which the Russians presently plan to use to fulfill part of the logistics requirements for their cosmonauts working on the International Space Station. Japan and certain European countries are also currently working on their own expendable, automated docking modules for logistics resupply missions. Successful implementation of any of the foregoing logistics programs could reduce demand for SPACEHAB Modules, which would have a material adverse effect on the Company's future financial performance. The primary contractor in the market for civil ground operations and payload processing services is Boeing. In addition to performing as the Company's subcontractor for processing payloads for SPACEHAB Modules, Boeing also performs physical and analytical integration tasks on the Spacelab and Space Shuttle payload processing programs under NASA's supervision. Prior to its acquisition by Boeing, McDonnell Douglas Corporation ("McDonnell Douglas") was the Company's payload processing subcontractor. It is not possible to predict what changes, if any, in the Company's relationship with Boeing will result from the acquisition of McDonnell Douglas by Boeing. In addition, there are several other Space Shuttle payload processing contractors currently performing flight and ground operations work for NASA, including Lockheed Martin, Teledyne, Inc. ("Teledyne") and United Space Alliance, all of which are larger and have greater resources than SPACEHAB in Space Shuttle payload processing. In June 1997, the Company and United Space Alliance signed an agreement to develop commercial markets for Space Shuttle and future International Space Station utilization support. Even though it has formed a cooperative relationship with United Space Alliance, the Company believes that the privatization of Space Shuttle operations will result in intense competitive pressure among contractors to retain their current contracts and/or capture new Space Shuttle payload processing work from other contractors. To the extent that these contractors are able to retain or enlarge their roles in Space Shuttle payload processing operations, the ability of SPACEHAB to successfully compete for a share in this market could be impeded, which could have a material adverse effect on the Company's future financial performance. At present, Astrotech's competition in the United States is limited to the California (Vandenberg) launch site, where a competing company called California Commercial Spaceport, Inc. ("CCSI") is located. CCSI does not have payload processing facilities in Florida, where the majority of U.S. commercial satellite launches occur. Risk of Fixed Price Contracts The Mir Contract requires the Company to provide certain services to NASA for a fixed price, regardless of the cost to the Company of providing such services. The Company has subcontracted with Boeing on a cost-plus 5 7 incentive fee basis to provide integration and operation services under the Mir Contract. Under such subcontract, the Company is required to pay for Boeing's actual allowable costs incurred in providing the services plus an incentive fee. As the integration and operation expense related to each mission can vary, the Company could experience cost overruns associated with fulfilling its obligations under the Mir Contract. If the costs of providing the services to NASA exceed the fixed price established under the Mir Contract, the Company's financial condition and results of operations would be adversely affected. Dependence on Relationships with Subcontractors The Company depends significantly on other companies for the development and manufacture of SPACEHAB Modules and the related services that are material to the Company's business. Specifically, Boeing is the Company's principal subcontractor and performs the integration and operations work required on each SPACEHAB Module before its use aboard the Space Shuttle. Prior to its acquisition by Boeing, McDonnell Douglas subcontracted with Alenia Spazio for the construction of the structural shell for the Science Double Module. Failure of these or other companies to comply with the terms of their agreements and satisfy supply and development obligations would have a material adverse effect on the Company's financial condition and results of operations. Risk of Asset Write-Offs The Company has in the past, and expects to continue in the future, to fund development of certain projects prior to being awarded a contract for such projects. No assurances can be made that any funds the Company may spend in the future in connection with the development of new products will lead to the award of a contract or that any such contract will be awarded on terms that are economically favorable to the Company. In addition, the Company depreciates space hardware, and intends to depreciate the Logistics Double Module hardware and other future capital assets over a period that approximates the useful life of the Space Shuttles, currently estimated to be 15 years. The Company's payload processing facilities are depreciated using the straight-line method over their estimated useful lives which range from 16 to 30 years. In the event the Company is not awarded additional contracts for the use of the SPACEHAB Modules, future products or services, or for payload processing services, the Company could be required to write-off the remaining value of SPACEHAB Modules, other current or future capital assets, and/or costs of prepaid services performed, which could have a material adverse effect on the Company's financial condition and results of operations. Fluctuating Operating Results The Company's results of operations may fluctuate significantly from quarter to quarter as a result of the timing of Space Shuttle missions which carry SPACEHAB Modules, the number and types of missions flown, the method of revenue recognition under the Company's contracts and other factors. The Company recognizes revenue under the Mir Contract upon the completion of each flight, although costs for a mission can be incurred up to 18 months prior to launch. Certain obligations under this contract, including contract-related engineering, research and development and selling, general and administrative expenses, are recorded in the periods in which they are incurred. The obligations associated with each mission under the Mir Contract, including related integration services, are deferred and expensed at the time revenue is recorded. Accordingly, under this contract the Company may report routine operating losses in quarters in which no Space Shuttle flights are completed. For new contract awards for which the capability to successfully complete the contract can be demonstrated at contract inception, revenue recognition under the percentage-of-completion method is being reported based on costs incurred over the period of the contract. The Company anticipates that this revenue recognition policy will reduce significantly the quarterly fluctuations after completion of the Mir Contract in fiscal year 1998. However, becausebelow the number of Space Shuttle flights that use SPACEHAB Modules varies from quarter to quarter, the Company expects that its quarterly results will continue to fluctuate through at least 1998. Fluctuations in the Company's operating results may significantly affect the market price of the Common Stock. Although the Company achieved profitability in fiscal years 1993 through 1997, there can be no assurance that the Company will consistently be profitable and, as such, the Company believes that period-to-period comparisons of its results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. 6 8 Technological Risks The Company's growth and future financial performance depend in part upon its ability to anticipate technological advances and customer requirements. There can be no assurance that the Company will be able to achieve the technological advances that may be necessary for it to remain competitive. Failure by the Company to anticipate or respond adequately to changes in technology and NASA requirements, or delays in additional product development or introduction, could have a material adverse effect on the Company's business and financial performance. Limited Insurance Although the SPACEHAB Modules are insured at all times, the amount of insurance carried by the Company to cover SPACEHAB Modules during launch and flight of the Space Shuttle is significantly less than the replacement value of a SPACEHAB Module. In the event of a loss, the procurement period for long lead-time items required to construct a SPACEHAB Module could be as much as 16 months. Most of the Company's revenues for the foreseeable future are expected to be generated from the provision of SPACEHAB Modules and related activities. Although the Company owns multiple modules, any loss of or damage to a SPACEHAB Module above its insured amount or the delay caused by the construction time for a replacement SPACEHAB Module could have a material adverse effect on the Company's financial condition and results of operations. The Company does not maintain business interruption insurance. There can be no assurance that appropriate and affordable insurance will be available to the Company as its needs change and evolve in the future. Dependence on Key Management and Employees The Company is dependent on the personal efforts and abilities of its senior management and its success will also depend on its ability to attract and retain additional qualified employees. Failure to attract personnel sufficiently qualified to execute the Company's strategy, or to retain existing key personnel, could have a material adverse effect on the Company's business. Increased Leverage The level of the Company's and Astrotech's outstanding indebtedness will have several important consequences for the Company's future operations, including the following: (i) a substantial portion of the Company's cash flow from operations will be dedicated to the payment of interest on, and principal of, its indebtedness; (ii) the covenants contained in the credit facilities impose certain restrictions on the Company that, among other things, require it to meet certain financial ratios and limit the ability of the Company to incur additional indebtedness; (iii) the Company's ability to obtain additional financing in the future for capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired; and (iv) the Company's ability to withstand competitive pressures, adverse economic conditions and adverse changes in governmental regulations and to make acquisitions or otherwise take advantage of significant business opportunities that may arise could be negatively impacted. The Company's ability to meet its debt service obligations and to reduce its total indebtedness will be subject to financial, business and other factors affecting the operations of the Company, many of which are beyond its control. If the Company is unable to generate sufficient cash flow from operations in the future to service its debt, it may be required to refinance all or a portion of such debt, including the Notes, or to obtain additional financing. However, there can be no assurance that new financing will be available on favorable terms, if at all. Subordination The Notes are general unsecured obligations of the Company, subordinated in right of payment to all existing and future Senior Indebtedness and effectively subordinated in right of payment to the prior payment in full of all indebtedness of the Company's subsidiaries. Senior Indebtedness is defined in the Indenture to include all indebtedness for money borrowed, other than indebtedness that is expressly junior in right of payment to the Notes or ranks pari passu in right of payment to the Notes. The Indenture does not limit the amount of additional indebtedness, including Senior Indebtedness or indebtedness of any subsidiary, which the Company or any subsidiary can create, incur, assume or guarantee. 7 9 Upon any distribution of assets of the Company pursuant to any insolvency, bankruptcy, dissolution, winding up, liquidation or reorganization, the payment of the principal of and interest on the Notes will be subordinated to the extent provided in the Indenture to the prior payment in full of all Senior Indebtedness. In addition, the Company may not repurchase any Notes in certain circumstances involving a Change of Control if at such time the subordination provision of the Indenture would prohibit the Company from making payments of principal in respect of the Notes. The failure to repurchase the Notes when required would result in an Event of Default (as defined herein) under the Indenture and would constitute a default under the terms of other indebtedness of the Company. See "Description of Notes." Limitation on Repurchase of Notes Upon Change of Control In the event of a Change in Control, each Holder of Notes will have the right, at the Holder's option, to require the Company to repurchase all or any part of such Holder's Notes. There can be no assurance the Company would have sufficient financial resources or would be able to arrange financing to pay the repurchase price. The Company's ability to repurchase the Notes in such event may be limited by law, the Indenture and the terms of other agreements relating to borrowing that constitute Senior Indebtedness, as such indebtedness or agreements may be entered into, replaced, supplemented or amended at any time orshares thereof then outstanding) from time to ~~time. The Company may be required to refinance Senior Indebtedness in order to make any such payment. The Company may not have~~time by resolution of the ~~financial ability to repurchase~~ Board;

The issuance of the Company. Certain provisions of the Articles of Incorporation, the Company's amended and restated bylaws (the "Bylaws") and the Washington Business Corporation Act (the "Washington Business Act")preferred stock may delay, ~~discourage~~deter or prevent a change in ~~control~~control.

The description of preferred stock above and the description of the ~~Company. Such~~terms of a particular series of preferred stock in any applicable prospectus supplement are not complete. You should refer to any applicable certificate of designation for complete information.

All shares of preferred stock offered hereby will, when issued, be fully paid and nonassessable, including shares of preferred stock issued upon the exercise of preferred stock warrants or subscription rights, if any.

Anti-Takeover Effects of Certain Provisions of our Articles of Incorporation, Bylaws and the Delaware General Corporation Law

We are governed by the provisions ~~may discourage bids for the Common Stock at a premium over the market price~~of Section 203 of the ~~Common Stock and may adversely affect~~DGCL. In general, Section 203 prohibits a publicly traded Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years after the ~~market price and the voting and other rights~~date of the ~~holders~~transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A business combination includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An interested stockholder is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of the ~~Common Stock. In addition, the Board of Directors has the authority without action by the Company's shareholders~~corporation's voting stock, subject to ~~fix the rights, privileges and preferences of and to issue shares of the Company's preferred stock, no par value per share (the "Preferred Stock"), which may~~certain exceptions. The statute could have the effect of delaying, ~~deterring~~deferring or preventing a change in control of the Company. The Bylaws also impose various procedural and other requirements that could make it more difficult for shareholders to effect certain corporate actions. See "Description of Capital Stock--Articlesour company.

Furthermore, our Certificate of Incorporation and ~~Bylaws." Absence~~Bylaws may have the effect of ~~Dividends The Company has never declared~~discouraging potential acquisition proposals or ~~paid any dividends~~making a tender offer or delaying or preventing a change in control, including changes a shareholder might consider favorable. Such provisions may also prevent or frustrate attempts by our shareholders to replace or remove our management. In particular, the Certificate of Incorporation and Bylaws, as applicable, among other things:

These provisions are expected to ~~pay dividends. 8~~ ~~10 Shares Eligible for Future Sale Sale~~discourage certain types of ~~a substantial~~coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with its Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause our market price of our common stock to decline.

Blank Check Preferred. Our Board is authorized to create and issue from time to time, without shareholder approval, up to an aggregate of 2,500,000 shares of preferred stock in one or more series and to establish the number of shares of any series of preferred stock and to fix the ~~Company's Common Stock in the public market could adversely affect the market price~~designations, powers, preferences and rights of the ~~Common Stock. Substantially all~~ shares of ~~Common Stock are eligible for sale subject, in certain instances, to the resale~~each series and any qualifications, limitations of Rule 144 promulgated under the Securities Act. See "Plan of Distribution." Absence of Public Market for the Notes There is no existing public market for the Notes and there can be no assurance as to the liquidity of any market that may develop for the Notes, the abilityor restrictions of the ~~holders~~shares of each series. The authority to ~~sell their Notes~~designate preferred stock may be used to issue series of preferred stock, or rights to acquire preferred stock, that could dilute the ~~price at which~~interest of, or impair the voting power of, holders of the ~~Notes may~~common stock or could also be used as a method of determining, delaying or preventing a change of control. Our Board has designated 300,000 as Series A Junior Preferred Stock.

Advance Notice Bylaws. The Bylaws contain an advance notice procedure for shareholder proposals to be brought before any meeting of shareholders, including proposed nominations of persons for election to our Board. Shareholders at any meeting will only be able to ~~sell their Notes. Future trading prices~~consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or by a shareholder who was a shareholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given our corporate secretary timely written notice, in proper form, of the ~~Notes~~shareholder’s intention to bring that business before the meeting. The Bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

Limitations on Liability, Indemnification of Officers and Directors and Insurance

Our Certificate of Incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by the DGCL. The DGCL provides that directors of a corporation will ~~depend~~not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our Certificate of Incorporation provides that we are authorized to indemnify our directors and officers to the fullest extent permitted by the DGCL. Our Bylaws provide that we are required to indemnify our directors and executive officers to the fullest extent permitted by the DGCL. Our Bylaws require that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director or executive officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on ~~many factors,~~behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of the DGCL. Our amended and restated bylaws will also provide our board of directors with discretion to indemnify our other officers and employees when determined appropriate by our board of directors. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by the board of directors. With certain exceptions, these agreements provide for indemnification for related expenses, including, among other things, ~~prevailing interest rates,~~attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors' and officers' liability insurance.

The limitation of liability and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the ~~Company's operating results,~~likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder's investment may be adversely affected to the ~~price~~extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without your approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

The Transfer Agent and Registrar for our common stock is American Stock Transfer & Trust Company, LLC.

The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectuses, summarizes the material terms and provisions of the ~~Common Stock and~~debt securities that we may offer under this prospectus. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the ~~market for similar securities. The Notes~~terms we have ~~been designated for trading~~summarized below will apply generally to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the ~~PORTAL Market; however,~~applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement may differ from the ~~Company does~~terms we describe below. However, no prospectus supplement shall fundamentally change the terms that are set forth in this prospectus or offer a security that is not ~~intend to apply for listing~~registered and described in this prospectus at the time of its effectiveness. As of the ~~Notes on~~date of this prospectus, we have no outstanding registered debt securities. Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.

We will issue any senior debt securities ~~exchange. Notes resold pursuant to this Registration Statement~~under the senior indenture that we will ~~no longer be eligible for trading~~enter into with the trustee named in the ~~PORTAL Market. USE OF PROCEEDS The Company~~senior indenture. We will ~~not receive~~issue any ~~proceeds from~~subordinated debt securities under the ~~sale~~subordinated indenture and any supplemental indentures that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the ~~Notes or the shares of Common Stock~~debt securities being offered ~~hereby. RATIO OF EARNINGS TO FIXED CHARGES The Company's ratio of earnings to fixed charges for each of the periods indicated is~~will be filed as ~~follows:~~

(1) Effective October 1, 1995, the Company changed its fiscal year end to June 30 beginning with fiscal year 1996. (2) For the three-month periods ended September 30, 1997 and 1996, the deficiency of earnings to cover fixed charges is $5,997,000 and $7,074,000, respectively. For purposes of computing the ratio of earnings to fixed charges, "earnings" includes pre-tax income adjusted for fixed charges. "Fixed charges" consists of interest (expensed and capitalized), amortization of debt issuance costs and the estimated interest component of rental expense (deemed to be one-third). 9 11 CAPITALIZATION The following table sets forth the actual cash and cash equivalents and capitalization of the Company as of September 30, 1997 and as adjusted to give effectexhibits to the ~~Debt Offering and the application~~registration statement of ~~the net proceeds therefrom. This table should~~which this prospectus is a part or will be ~~read in conjunction with the Company's Consolidated Financial Statements and notes thereto~~ incorporated by reference ~~herein.~~

- ---------- (1) Represents payments due under the Amended and Restated Credit Agreement due in installments of $500,000 on August 1, 1998, and $333,333 on each of August 1, 1999, 2000 and 2001. (2) As partial compensation to Alenia Spazio for the construction of the Single Modules, the Company issued subordinated notes to Alenia Spazio (the "Alenia Notes"). The Alenia Notes bear interest at 12% per annum. No amount of principal or interest on the Alenia Notes is due until all amounts under the Amended and Restated Credit Agreement are repaid, the maturity of which is August 1, 2001. (3) Excludes: (i) 1,927,455 shares of Common Stock issuable upon exercise of options and warrants outstanding as of September 30, 1997 with a weighted average exercise price of $9.42 per share; (ii) 200,000 shares of Common Stock reserved for issuance under the Company's stock option plan for Directors; and (iii) 4,642,202 additional shares of Common Stock reserved for issuance upon conversion of the Notes. 10 12 DESCRIPTION OF NOTES The Notes were issued under an Indenture dated as of October 15, 1997 (the "Indenture"), between the Company and First Union National Bank, as trustee (the "Trustee"). The following is a summary of the material provisions of the Indenture. This summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture (including provisions made part of the Indenture by reference to the Trust Indenture Act of 1939, as ~~amended). Whenever~~amended, or the Trust Indenture Act. We use the term “trustee” to refer to either the trustee under the senior indenture or the trustee under the subordinated indenture, as applicable.

The following summaries of material provisions of the senior debt securities, the subordinated debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable to a particular ~~Sections or defined~~series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indentures that contains the terms of the ~~Indenture are referred to, such Sections or defined~~debt securities. Except as we may otherwise indicate, the terms ~~are incorporated in their entirety herein by reference. General The Notes are unsecured, subordinated obligations~~ of the ~~Company,~~senior indenture and the subordinated indenture are ~~limited~~identical.

The terms of each series of debt securities will be established by or pursuant to a resolution of our Board of Directors and set forth or determined in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may be issued in separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt securities of ~~$63,250,000,~~any series. We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:

We will set forth in the applicable prospectus supplement the terms under which a series of debt securities may be convertible into or exchangeable for our common stock, our preferred stock or other securities (including securities of a third party). We will include provisions as to whether conversion or exchange is mandatory, at the option of the ~~Company, be made by check mailed to the address of the person entitled thereto as it appears in the note register~~holder or ~~by wire transfer to Holders of~~ at least $2,000,000 aggregate principal amount of the Notes. Interest is computed on the basis of a 360-day year of twelve 30-day months. The Notes are issued only in fully registered form, without coupons, in denominations of $1,000 and any multiple thereof. No service charge is made for any registration of transfer or exchange of Notes, but the Companyour option. We may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Book-Entry, Delivery and Form The Notes sold were issued in the form of a single Global Note except as described below. The Global Note was deposited with, or on behalf of, the Depositary and registered in the name of the Depositary or its nominee. Except as set forth below, the Global Note may be transferred, in whole and not in part, only to the Depositary or another nominee of the Depositary. Investors may hold their beneficial interests in the Global Note directly through the Depositary if they have an account with the Depositary or indirectly through organizations which have accounts with the Depositary. Notes that were (i) originally issued to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that are not Qualified Institutional Buyers or (ii) issued as described below under "--Certificated Notes" were issued in definitive form. Upon the transfer of a Note in definitive form, such Note will, unless the Global Note has previously been exchanged for Notes in definitive form, be exchanged for an interest in the Global Note representing the principal amount of Notes being transferred. The Depositary has advised the Company as follows: The Depositary is a limited-purpose trust company and organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and "a clearing agency" registeredinclude provisions pursuant to the provisions of Section 17A of the Exchange Act. The Depositary was created to hold securities of institutions that have accounts with the Depositary ("participants") and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers (which may include the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to the Depositary's book-entry system is 11 13 also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, whether directly or indirectly. The Depositary has agreed to credit, on its book-entry registration and transfer system, the principal amount of the Notes represented by such Global Note to the accounts of participants. The accounts to be credited shall be designated by the Initial Purchasers of such Notes. Ownership of beneficial interests in the Global Note will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the Global Note will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by the Depositary (with respect to participants' interests) and such participants (with respect to the owners of beneficial interests in the Global Note other than participants). The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and laws may impair the ability to transfer or pledge beneficial interests in the Global Note. So long as the Depositary, or its nominee, is the registered holder and owner of the Global Note, the Depositary or such nominee, as the case may be, will be considered the sole legal owner and holder of the related Notes for all purposes of such Notes and the Indenture. Except as set forth below, owners of beneficial interests in the Global Note will not be entitled to have the Notes represented by the Global Note registered in their names, will not receive or be entitled to receive physical delivery of certificated Notes in definitive form and will not be considered to be the owners or holders of any Notes under the Global Note. The Company understands that under existing industry practice, in the event an owner of a beneficial interest in the Global Note desires to take any action that the Depositary, as the holder of the Global Note, is entitled to take, the Depositary would authorize the participants to take such action, and that the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. Payment of principal of and premium, if any, and interest on Notes represented by the Global Note registered in the name of and held by the Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner and holder of the Global Note. The Company expects that the Depositary or its nominee, upon receipt of any payment of principal of or premium, if any, or interest on the Global Note, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global Note as shown on the records of the Depositary or its nominee. The Company also expects that payments by participants to owners of beneficial interests in the Global Note held through such participants will be governed by standing instructions and customary practices and will be the responsibility of such participants. The Company will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Global Note for any Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between the Depositary and its participants or the relationship between such participants and the owners of beneficial interests in the Global Note owning through such participants. Unless and until it is exchanged in whole or in part for certificated Notes in definitive form, the Global Note may not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary to another nominee of such Depositary. Although the Depositary has agreed to the foregoing procedures in order to facilitate transfers of interests in the Global Note among participants of the Depositary, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither the Trustee nor the Company will have any responsibility for the performance by the Depositary or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. Certificated Notes The Notes represented by the Global Note are exchangeable for certificated Notes in definitive form of like tenor as such Notes in denominations of $1,000 and integral multiples thereof if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or if at any time the Depositary 12 14 ceases to be a clearing agency registered under the Exchange Act, (ii) the Company in its discretion at any time determines not to have all of the Notes represented by the Global Note or (iii) a default entitling the holders of the Notes to accelerate the maturity thereof has occurred and is continuing. Any Note that is exchangeable pursuant to the preceding sentence is exchangeable for certificated Notes issuable in authorized denominations and registered in such names as the Depositary shall direct. Subject to the foregoing, the Global Note is not exchangeable, except for a Global Note of the same aggregate denomination to be registered in the name of the Depositary or its nominee. In addition, such certificates will bear the legend referred to under "Transfer Restrictions" (unless the Company determines otherwise in accordance with applicable law) subject, with respect to such Notes, to the provisions of such legend. Conversion Rights The Notes are convertible, in whole or in part, into Common Stock at the option of the Holder at any time following the date of original issuance thereof and prior to the close of business on the Business Day immediately preceding the maturity date, unless previously redeemed, initially at the conversion price of $13.625 per share. The right to convert the Notes called for redemption will terminate at the close of business on the Business Day immediately preceding the Redemption Date unless the Company defaults in making the payment due on the Redemption Date. For information as to notices of redemption, see "--Optional Redemption." If the Company, by means of dividend or otherwise, declares or makes a distribution in respect of its Common Stock referred to in clause (iv) or (v) below, the Holder of each Note, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the conversion price adjustment in respect of such distribution pursuant to clause (iv) or (v) below, will be entitled to receive for each share of Common Stock into which such Note is converted, the portion of the evidences of indebtedness, shares of capital stock, cash and other property so distributed applicable to one share of Common Stock; provided, however, that the Company may, with respect to all Holders so converting, in lieu of distributing any portion of such distribution not consisting of cash or securities of the Company, pay such Holder cash equal to the fair market value thereof. (Section 13.01) The conversion price will be subject to adjustment upon the occurrence of certain events, including: (i) the payment of dividends (and other distributions) of Common Stock on any class of capital stock of the Company; (ii) the issuance to all holders of Common Stock of rights, warrants or options entitling them to subscribe for or purchase Common Stock at less than the current market price (as defined) thereof; (iii) subdivisions and combinations of Common Stock; (iv) distributions to all holders of Common Stock of evidences of indebtedness of the Company, shares of capital stock, securities, cash or property (excluding any rights, warrants or options referred to in clause (ii) above and any dividend or distribution paid exclusively in cash and any dividend or distribution referred to in clause (i) above); (v) distributions consisting exclusively of cash to all holders of Common Stock in an aggregate amount that, together with (A) other all-cash distributions made within the preceding 12 months and (B) any cash and the fair market value, as of the expiration of the tender or exchange offer referred to below, of consideration payable in respect of any tender or exchange offer by the Company or a Subsidiary for the Common Stock concluded within the preceding 12 months, exceeds 12.5% of the Company's aggregate market capitalization (such aggregate market capitalization being the product of the current market price (as defined) of the Common Stock multiplied by the number of shares of ~~Common Stock then outstanding) on the date of such distribution; and (vi) the successful completion~~our common stock, our preferred stock or other securities (including securities of a ~~tender or exchange offer made by~~third party) that the Company or any Subsidiary for the Common Stock which involves an aggregate consideration that, together with (X) any cash and the fair market value of other consideration payable in respect of any tender or exchange offer by the Company or a Subsidiary for the Common Stock concluded within the preceding 12 months and (Y) the aggregate amount of any all-cash distributions to all holders of the ~~Company's Common Stock made within~~series of debt securities receive would be subject to adjustment.

Unless we provide otherwise in the ~~preceding 12 months, exceeds 12.5%~~prospectus supplement applicable to a particular series of debt securities, the indentures will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor to or acquirer of such assets must assume all of our obligations under the indentures or the debt securities, as appropriate. If the debt securities are convertible into or exchangeable for our other securities or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the Company's aggregate market capitalization on the expiration of such tender or exchange offer. No adjustment of the conversion price will be required to be made until cumulative adjustments amount to 1% or more of the conversion price as last adjusted. (Section 13.04) In the eventdebt securities into securities that the Company distributes rights or warrants (other than those referred to in clause (ii) of the preceding paragraph) pro rata to holders of Common Stock, so long as any such rights or warrants have not expired or been redeemed by the Company, the Holder of any Note surrendered for conversion will be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion (the "Conversion 13 ~~15 Shares"), a number of rights or warrants to be determined as follows: (i) if such conversion occurs on or prior to the date for the distribution to~~ the holders of ~~rights or warrants of separate certificates evidencing such rights or warrants (the "Distribution Date"),~~ the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled to at the time of such conversion in accordance with the terms and provisions of and applicable to the rights or warrants, and (ii) if such conversion occurs after such Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which such Note was convertible immediately prior to such Distribution Datedebt securities would have been entitled on such Distribution Date in accordance with the terms and provisions of and applicable to the rights or warrants. The conversion price of the Notes will not be subject to adjustment on account of any declaration, distribution or exercise of such rights or warrants. (Section 13.04) In the case of certain reclassifications, consolidations, mergers, sales or transfers of assets or other transactions pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, each Note then outstanding would, without the consent of any Holders of Notes, become convertible only into the kind and amount of securities, cash and other property receivable upon the transaction by a holder of the number of shares of Common Stock which would have been received ~~by a Holder immediately prior to such transaction~~ if ~~such Holder~~they had converted ~~its Note. (Section 13.11) Fractional shares of Common Stock will not be issued upon conversion, but, in lieu thereof,~~ the ~~Company will pay a cash adjustment based upon~~debt securities before the ~~market price. (Section 13.03) Except as described in this paragraph, no Holder of Notes will be entitled, upon conversion thereof, to any actual payment~~consolidation, merger or adjustment on account of accrued and unpaid interest (although such accrued and unpaid interest will be deemed paid by the appropriate portion of the Common Stock received by the holders upon such conversion) or on account of dividends on shares of Common Stock issued in connection therewith. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the opening of business on the corresponding Interest Payment Date (except Notes called for redemption on a Redemption Date within such period between and including such Regular Record Date and such Interest Payment Date) must be accompanied by payment to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount converted. (Section 13.02) If at any time the Company makes a distribution of property to its stockholders which would be taxable to such stockholders as a dividend for federal income tax purposes (e.g., distributions of evidences of indebtedness or assets of the Company, but generally not stock dividends or rights to subscribe to capital stock) and, pursuant to the conversion price adjustment provisions of the Indenture, the conversion price of the Notes is reduced, such reduction may be deemed to be the receipt of taxable income to Holders of Notes. In addition, the Company may make such reductions in the conversion price as the Board of Directors of the Company deems advisable to avoid or diminish any income tax to holders of shares of Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes or for any other reasons. Optional Redemption The Notes may be redeemed at the Company's option, in whole or from time to time in part, on at least 20 and not more than 40 days' notice by mail to the registered Holders thereof, at any time on or after October 20, 2000 through October 14, 2001 at 105.3333% of the principal amount, and thereafter at the Redemption Prices (expressed 14 ~~16 as percentages of principal amount), if redeemed during the twelve-month period beginning on October 15 of the years set forth below:~~

and thereafter at 100% of the principal amount thereof, in each case together with accrued and unpaid interest to (but not including) the Redemption Date (subject to the rights of Holders of record on any Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to such Redemption Date). If less than all the Notes are to be redeemed, the Trustee will select or cause to be selected the Notes by such method as it deems fair and appropriate and which may provide for selection for redemption of portions of the principal amount of any Note of a denomination larger than $1,000. (Section 2.03 and Article XI) No sinking fund is provided for the Notes. Certain Rights to Require Purchase of Notes In the event a Change in Control occurs, each Holder will have the right, at the Holder's option, to require the Company to repurchase all or any part of such Holder's Notes on the date fixed by the Company that is not less than 30 nor more than 45 days (the "Repurchase Date") after the date the Company gives notice of the Change in Control, at a price (the "Repurchase Price") equal to 100% of the principal amount thereof, together with accrued and unpaid interest through the Repurchase Date. On or prior to the Repurchase Date, the Company shall deposit with a Paying Agent an amount of money sufficient to pay the aggregate Repurchase Price of the Notes which is to be paid on the Repurchase Date. (Section 14.01) The Company may not purchase any Note pursuant to the preceding paragraph at any time when the subordination provisions of the Indenture otherwise would prohibit the Company from making payments of principal in respect of the Notes. Failure by the Company to repurchase the Notes when required under the preceding paragraph will constitute an Eventsale.

Events of Default under the Indenture ~~whether or not such repurchase is permitted by~~

Unless we provide otherwise in the ~~subordination provisions~~prospectus supplement applicable to a particular series of debt securities, the ~~Indenture. On or before the 15th day after the Company knows or reasonably should know a Change in Control has occurred, the Company will be required to mail to all Holders~~following are events of record of the Notes a notice (the "Company Notice") of the occurrence of such Change in Control, the date by which the repurchase right must be exercised, the Repurchase Price for the Notes and the procedures which the Holder must follow to exercise such right. To exercise the repurchase right, the Holder of a Note will be required to deliver, on or before the 30th day after the date of the Company Notice, written notice to the Company (or an agent designated by the Company for such purpose) of the Holder's exercise of such right, together with the certificates evidencing the Note or Notes with respect to which the right is being exercised, duly endorsed for transfer. (Section 14.02) The term "Beneficial Owner" shall be determined in accordance with Rules 13d-3 and 13d-5 promulgated by the Commissiondefault under the Exchange Act or any successor provision thereto, except that a Person shall be deemed to have "beneficial ownership" of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time. A "Change in Control" shall be deemed to have occurred at such time as (a) any Person, or any Persons acting together in a manner which would constitute a "group" (a "Group") for purposes of Section 13(d) of the Exchange Act, or any successor provision thereto, together with any Affiliates thereof, (i) become the Beneficial Owners, directly or indirectly, of capital stock of the Company, entitling such Person or Persons and its or their Affiliates to exercise more than 50% of the total voting power of all classes of the Company's capital stock entitled to vote generally in the election of the Company's directors or (ii) shall succeed in having sufficient of its or their nominees (who are not supported by a majority of the then current Board of Directors of the Company) elected to 15 17 the Board of Directors of the Company such that such nominees, when added to any existing directors remaining on the Board of Directors of the Company after such election who are Affiliates of or acting in concert with such Persons, shall constitute a majority of the Board of Directors of the Company, (b) the Company shall be a party to any transaction pursuant to which the Common Stock is converted into the right to receive other securities (other than common stock), cash and/or property (or the Company, by dividend, tender or exchange offer or otherwise, distributes other securities, cash and/or property to holders of Common Stock) and the value of all such securities, cash and/or property distributed in such transaction and any other transaction effected within the 12 months preceding consummation of such transaction (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) is more than 50% of the average of the daily Closing Prices for the five consecutive Trading Days ending on the Trading Day immediately preceding the date of such transaction (or, if earlier, the Trading Day immediately preceding the "ex" date (as defined in paragraph (7) of Section 13.04 of the Indenture) for such transaction) or (c) the Company shall consolidate with or merge into any other Person or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person other than a Subsidiary, or any other Person shall consolidate with or merge into the Company (other than, in the case of this clause (c), pursuant to any consolidation or merger where Persons who are stockholders of the Company immediately prior thereto become the Beneficial Owners of shares of capital stock of the surviving company entitling such Persons to exercise more than 50% of the total voting power of all classes of such surviving company's capital stock entitled to vote generally in the election of directors). The effect of these provisions granting the Holders the right to require the Company to purchase the Notes upon the occurrence of a Change in Control may make it more difficult for any person or group to acquire control of the Company or to effect a business combination with the Company. Moreover, under the Indenture, the Company will not be permitted to pay principal of or interest on, or otherwise acquire the Notes (including any repurchase at the election of the Holders of Notes upon the occurrence of a Change in Control) if a payment default on Senior Indebtedness has occurred and is continuing, or in the event of the insolvency, bankruptcy, reorganization, dissolution or other winding up of the Company where Senior Indebtedness is not paid in full. The Company's ability to pay cash to Holders of Notes following the occurrence of a Change in Control may be limited by the Company's then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases. In the event a Change in Control occurs and the Holders exercise their rights to require the Company to repurchase Notes, the Company intends to comply with applicable tender offer rules under the Exchange Act, including Rules 13e-4 (other than Commission filing requirements if not then applicable) and 14e-1, as then in effect,indentures with respect to any ~~such purchase. Registration Rights The Company has agreed pursuant~~series of debt securities that we may issue:

if we fail to observe or perform any other covenant contained in the ~~Commission;~~debt securities or ~~(iii)~~the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the ~~Shelf Registration Statement has been declared effective, such Shelf Registration Statement ceases to be effective~~trustee or ~~usable (subject to certain exceptions) in connection with resales of Notes~~we and the ~~Common Stock issuable upon~~trustee receive notice from the conversion thereof in accordance with and during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (i) through (iii), a "Registration Default"), additional interest will accrue on the Notes over and above the rate set forth in the title of the Notes, from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at the rate of 0.5% per annum. The Company will have no other liabilities for monetary damages with respect to its registration obligations; provided, however, that in the event the Company breaches, fails to comply with or violates certain provisions of the Registration Rights Agreement, the holders shall be entitled to, and the Company shall not oppose the granting of, equitable relief, including injunction and specific performance. The filing of the Registration Statement will trigger the rights of certain of the Company's stockholders to have their shares registered for resale. See "Risk Factors--Shares Eligible For Future Sale; Registration Rights." The summary herein of certain provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement, a copy of which is available upon request to the Company. Consolidation, Merger and Sale of Assets The Indenture provides that the Company, without the consent of the Holders of any of the Outstanding Notes, may consolidate with or merge into any other Person or convey, transfer or lease its properties substantially as an entirety to, the Company; provided that (a) the successor, transferee or lessee is organized under the laws of any United States jurisdiction; (b) the successor, transferee or lessee, if other than the Company, expressly assumes the Company's obligations under the Indenture and the Notes by means of a supplemental indenture entered into with the Trustee; (c) after giving effect to the transaction, no Event of Default and no event which, with notice or lapse of time, or both, would constitute an Event of Default, shall have occurred and be continuing; and (d) certain other conditions are met. (Section 8.01) Under any consolidation by the Company with, or merger by the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety as described in the preceding paragraph, the successor resulting from such consolidation or into which the Company is merged or the transferee or lessee to which such conveyance, transfer or lease is made, will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and thereafter, except in the case of a lease, the predecessor (if still in existence) will be released from its obligations and covenants under the Indenture and the Notes. (Section 8.02) Events of Default An Event of Default is defined in the Indenture to be a (i) default in the payment of any interest upon any of the Notes for 30 days or more after such payment is due, whether or not such payment is prohibited by the subordination provisions of the Indenture; (ii) default in the payment of the principal of and premium, if any, on any of the Notes when due, whether or not such payment is prohibited by the subordination provisions of the Indenture; (iii) default in the Company's obligation to provide notice of a Change in Control or default in the payment of the repurchase price in respect of any Note on the repurchase date therefor, whether or not such payment is prohibited by the subordination provisions of the Indenture; (iv) default by the Company in the performance, or breach, of any of its other covenants in the Indenture which will not have been remedied by the end of a period of 60 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Notes; (v) failure to pay when due the principal of, or acceleration of, any indebtedness for money borrowed by the Company or a Subsidiary in excess of $3.0 million, if such indebtedness is not discharged, or such acceleration is not waived or annulled, by the end of a period of 10 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal 17 19 amount of the Outstanding Notes; and (vi) certain events of bankruptcy, insolvency or reorganization of the Company or a Subsidiary. (Section 5.01) The Indenture provides that if an Event of Default (other than of a type referred to in clause (vi) of the preceding paragraph) shall have occurred and is continuing, either the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes may declare the principal amount of all Notes to be immediately due and payable. Such declaration may be rescinded if certain conditions are satisfied. If an Event of Default of the type referred to in clause (vi) of the preceding paragraph shall have occurred, the principal amount of the Outstanding Notes shall automatically become immediately due and payable. (Section 5.02) The Indenture also provides that the Holders of not less than a majority in principal amount of the Outstanding Notes may direct the time, method and place of conducting any proceedings for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided that such direction is not in conflict with any rule of law or with the Indenture. The Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. (Section 5.12) The Indenture contains provisions entitling the Trustee, subject to the duty of the Trustee during the continuance of an Event of Default to act with the required standard of care, to be indemnified by the Holder before proceeding to exercise any right or power under the Indenture at the request of the Holders. (Section 6.03) No Holder of any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default and unless also the Holders of at least 25% in aggregate principal amount of the ~~Outstanding Notes~~outstanding debt securities of the applicable series; and

We will describe in each applicable prospectus supplement any additional events of default relating to the relevant series of debt securities.

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the

unpaid principal, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default arises due to the occurrence of certain specified bankruptcy, insolvency or reorganization events, the unpaid principal, premium, if any, and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

The indentures provide that if an event of default has occurred and is continuing, the trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture, or that the trustee determines is unduly prejudicial to the rights of any other holder of the relevant series of debt securities, or that would involve the trustee in personal liability. Prior to taking any action under the indentures, the trustee will be entitled to indemnification against all costs, expenses and liabilities that would be incurred by taking or not taking such action.

A holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies only if:

These limitations do not apply to a suit instituted by a ~~Holder~~holder of ~~a Note for enforcement of~~debt securities if we default in the payment of the principal, ~~of and~~ premium, if any, or interest on, ~~such Note on~~the debt securities, or ~~after~~other defaults that may be specified in the ~~respective due dates expressed in such Note or of the right to convert such Note in accordance~~applicable prospectus supplement.

We will periodically file statements with the ~~Indenture. (Section 5.08)~~ trustee regarding our compliance with specified covenants in the indentures.

The ~~Indenture requires the Company~~indentures provide that if a default occurs and is continuing and is actually known to ~~file annually with the Trustee~~ a ~~certificate, executed by a designated~~responsible officer of the ~~Company, stating~~trustee, the trustee must mail to each holder notice of the default within the earlier of 90 days after it occurs and 30 days after it is known by a responsible officer of the trustee or written notice of it is received by the trustee, unless such default has been cured or waived. Except in the case of a default in the payment of principal or premium of, or interest on, any debt security or certain other defaults specified in an indenture, the trustee shall be protected in withholding such notice if and so long as the Board of Directors, the executive committee or a trust committee of directors, or responsible officers of the trustee, in good faith determine that withholding notice is in the best interests of holders of the relevant series of debt securities.

Subject to the ~~best~~terms of ~~his knowledge~~the indenture for any series of debt securities that we may issue, we and the ~~Company is not~~trustee may change an indenture without the consent of any holders with respect to the following specific matters:

In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, subject to the terms of the indenture for any series of debt securities that we may issue or otherwise provided in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may only make the following changes with the consent of each holder of any outstanding debt securities affected:

Each indenture provides that, subject to the terms of the ~~Outstanding Notes,~~indenture and any limitation otherwise provided in the prospectus supplement applicable to ~~enter into~~a particular series of debt securities, we may elect to be discharged from our obligations with respect to one or more ~~supplemental~~series of debt securities, except for specified obligations, including obligations to:

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, and any premium and interest on, the debt securities of the series on the dates payments are due.

We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures ~~adding~~provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership of Securities” below for a further description of the terms relating to any ~~provisions~~book-entry securities.

At the option of the holder, subject to ~~or changing~~the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any ~~manner~~authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or ~~eliminating~~for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture and is under no obligation to exercise any of the ~~provisions~~powers given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the ~~Indenture~~costs, expenses and liabilities that it might incur. However, upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or ~~modifying~~use in ~~any manner~~ the ~~rights~~conduct of his or her own affairs.

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the Holders of the Notes, except that no such modification or amendment may, without the consent of the Holders of each of the Outstanding Notes affected thereby, among other things, (i) change the Stated Maturity of the principal of or any installment of interest on any ~~Note; (ii) reduce~~debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest payment.

We will pay principal ~~amount thereof or~~of and any premium ~~thereon or~~and interest on the ~~rate~~debt securities of ~~interest thereon; (iii) adversely affect~~a particular series at the ~~right~~office of ~~any Holder to convert any Note as provided~~the paying agents designated by us, except that unless we otherwise indicate in the ~~Indenture; (iv) change~~applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment ~~where,~~for the debt securities of a particular series.

All money we pay to a paying agent or the ~~coin or currency in which, the principal of any Note or any premium or interest thereon is payable; (v) impair the right to institute suit~~trustee for the enforcement of any such payment on or with respect to any Note on or after the Stated Maturity (or, in the case of redemption, on or after the Redemption Date); (vi) modify the subordination provisions of the Indenture in a manner adverse to the Holders; (vii) modify the redemption provisions of the Indenture in a manner adverse to the Holders; (viii) modify the provisions of the Indenture relating to the Company's requirement to offer to repurchase Notes upon a Change in Control in a manner adverse to the Holders; (ix) reduce the percentage in principal amount of the Outstanding Notes the consent of whose Holders is required for any such modification or amendment of the Indenture or for any waiver of compliance with certain provisions of, or of certain defaults under, the Indenture; or (x) modify the foregoing requirements. (Section 9.02) 18 20 The Holders of a majority in principal amount of the Outstanding Notes may on behalf of the Holders of all Notes waive compliance by the Company with certain restrictive provisions of the Indenture. (Section 10.08) The Holders of a majority in principal amount of the Outstanding Notes may on behalf of the Holders of all Notes waive any past default under the Indenture and its consequences, except a default in the payment of the principal of or any premium or interest on any ~~Note~~debt securities that remains unclaimed at the end of two years after such principal, premium or ~~in respect of a provision which under~~interest has become due and payable will be repaid to us, and the ~~Indenture cannot be modified or amended without the consent~~holder of the ~~Holder of each Outstanding Note affected. (Section 5.13) Subordination~~ debt security thereafter may look only to us for payment thereof.

The ~~payment of~~indentures and the principal of and premium, if any, and interest on the Notes will, to the extent set forth in the Indenture, be subordinated in right of payment to the prior payment in full of all Senior Indebtedness. When there is a payment or distribution of assets to creditors upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshalling of assets or any bankruptcy, insolvency or similar proceedings of the Company, the holders of all Senior Indebtedness will first be entitled to receive payment in full of all amounts due or to become due thereon, or provision for such payment in money or money's worth, before the Holders of the Notesdebt securities will be entitled to receive any payment in respect of the principal of or premium, if any, or interest on the Notes. (Section 12.02) No payments on account of principal of, premium, if any, or interest on the Notes or on account of the purchase or acquisition of Notes may be made if there has occurred and is continuing a default in any payment with respect to Senior Indebtedness or if any judicial proceeding is pending with respect to any such default. (Section 12.03) By reason of such subordination, in the event of insolvency, creditors of the Company who are not holders of Senior Indebtedness (including Holders of the Notes) may recover less, ratably, than holders of Senior Indebtedness. "Senior Indebtedness" is defined in the Indenture as the principal of and premium, if any, and interest on all indebtedness of the Company for money borrowed, other than the Notes, whether outstanding on the date of execution of the Indenture or thereafter created, incurred, guaranteed or assumed, except such indebtedness that by the terms of the instrument or instruments by which such indebtedness was created or incurred expressly provides that it (i) is junior in right of payment to the Notes or any other indebtedness of the Company or (ii) ranks pari passu in right of payment to the Notes. The term "indebtedness for money borrowed" when used with respect to the Company is defined to mean (i) any obligation of, or any obligation guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, (ii) all obligations of the Company with respect to interest rate hedging arrangements to hedge interest rates relating to Senior Indebtedness of the Company, (iii) any deferred payment obligation of, or any such obligation guaranteed by, the Company for the payment of the purchase price of property or assets evidenced by a note or similar instrument, and (iv) any obligation of, or any such obligation guaranteed by, the Company for the payment of rent or other amounts under a lease of property or assets which obligation is required to be classified and accounted for as a capitalized lease on the balance sheet of the Company under generally accepted accounting principles. The Company and its subsidiary expect from time to time to incur additional indebtedness. The Indenture does not limit or prohibit the incurrence of additional Senior Indebtedness or additional indebtedness of the Company's subsidiaries. See "Risk Factors--Subordination." Defeasance The Indenture provides that (A) if applicable, the Company will be discharged from any and all obligations in respect of the Outstanding Notes (except for certain obligations to register the transfer or exchange of Notes, to replace stolen, lost or mutilated Notes, to provide for conversion of the Notes, to maintain paying agents and hold moneys for payment in trust, to comply with the Registration Rights Agreement, and to repurchase Notes in the event of a Change in Control) or (B) if applicable, the Company may decide not to comply with certain restrictive covenants, but not including the obligations to provide for conversion of the Notes, to comply with the Registration Rights Agreement, or repurchase Notes in the event of a Change in Control, and that such omission will not be deemed to be an Event of Default under the Indenture and the Notes, in the case of either clause (A) or (B), upon irrevocable deposit with the Trustee, in trust, of money and/or U.S. Government Obligations that will provide money in an amount sufficient in the written opinion of a nationally recognized firm of independent public 19 21 accountants to pay the principal of, premium, if any, and each installment of, interest on the Outstanding Notes. With respect to clause (B), the obligations under the Indenture other than with respect to such covenants and the Events of Default other than the Event of Default relating to such covenants above will remain in full force and effect. Such trust may only be established if, among other things (i) with respect to clause (A), the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in law, which in the opinion of counsel to the Company provides that Holders of the Notes will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; or, with respect to clause (B), the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Notes will not recognize gain or loss for federal income tax purposes as a result of such deposit and defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (ii) no Event of Default (or event that with the passing of time or the giving of notice, or both, would constitute an Event of Default) shall have occurred or be continuing; (iii) the Company has delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940, as amended; and (iv) certain other customary conditions precedent are satisfied. (Article XV) Regarding the Trustee First Union National Bank is the Trustee under the Indenture. Governing Law The Indenture and the Notes are governed by and construed in accordance with the laws of the State of New ~~York. (Section 1.12) 20~~ 22 York, except to the extent that the Trust Indenture Act is applicable.

The subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain other indebtedness to the extent described in a prospectus supplement. The subordinated indenture does not limit the amount of subordinated debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

The senior debt securities will be unsecured and will rank equally in right of payment to all our other senior unsecured debt. The senior indenture does not limit the amount of senior debt securities that we may issue. It also does not limit us from issuing any other secured or unsecured debt.

The following description, together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes ~~certain~~the material terms and provisions of the ~~Articles~~warrants that we may offer under this prospectus, which may consist of ~~Incorporation~~warrants to purchase common stock, preferred stock or debt securities and ~~Bylaws. Such summaries do~~may be issued in one or more series. Warrants may be offered independently or together with common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not ~~purport~~registered and described in this prospectus at the time of its effectiveness.

We will issue the warrants under a warrant agreement that we will enter into with a warrant agent to be ~~complete~~selected by us. The warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holders or beneficial owners of the warrants. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of warrant agreement, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and ~~are~~ qualified in their entirety by reference to, all of the provisions of the ~~Articles~~warrant agreement and warrant certificate applicable to a particular series of ~~Incorporation~~warrants. We urge you to read the applicable prospectus supplement and any applicable free writing prospectus related to the particular series of warrants that we sell under this prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.

We will describe in the applicable prospectus supplement the terms relating to a series of warrants, including:

Before exercising their warrants, holders of ~~Common Stock are entitled~~warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:

Each warrant will entitle the ~~Company,~~holder to purchase the ~~holders of shares of Common Stock would be entitled to share ratably~~securities that we specify in the ~~distribution of all of~~applicable prospectus supplement at the Company's assets remaining available for distribution after satisfaction of all its liabilities and the payment of the liquidation preference of any outstanding Preferred Stock as described below. The holders of Common Stock have no preemptive or other subscription rights to purchase shares of stock of the Company, nor are such holders entitled to the benefits of any redemption or sinking fund provisions. Preferred Stock The Articles of Incorporation authorize the Board of Directors to create and issue one or more series of Preferred Stock and determine the rights and preferences of each series, to the extent permitted by the Articles of Incorporation and applicable law. Among other rights, the Board of Directors may determine, without the further vote or action by the Company's stockholders, (i) the number of shares constituting the series and the distinctive designation of the series; (ii) the dividend rate on the shares of the series, whether dividends will be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of the series; (iii) whether the series shall have voting rights, in addition to the voting rights provided and by law and, if so, the terms of such voting rights; (iv) whether the series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine; (v) whether or not the shares ofexercise price that series shall be redeemable or exchangeable, and, if so, the terms and conditions of such redemption or exchange, as the case may be, including the date or dates upon or after which they shall be redeemable or exchangeable as the case may be, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (vi) whether the series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund and (vii) the rights of the shares of the serieswe describe in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company and the relative rights or priority, if any, of payment of shares of the series. Except for any difference so provided by the Board of Directors, the shares of all series of Preferred Stock will rank on a parity with respect to the payment of dividends and to the distribution of assets upon liquidation. Registration Rights Poly Ventures, Limited Partnership ("Poly Ventures"), BEA Associates ("BEA"), Chase Manhattan Capital Corporation ("Chase"), and Mitsubishi Corporation, Mitsubishi Heavy Industries, Ltd., Mitsubishi International Corporation, MTBC Finance, Inc., Japan Airlines Company, Ltd., Shimizu Corporation, Toyo Engineering Corporation, and certain other corporate stockholders (collectively, the "Mitsubishi and Other Registration Rights Holders" and, together with Poly Ventures, BEA and Chase, the "Institutional Registration Rights Holders") have 21 23 been granted by the Company demand and incidental registration rights in connection with their prior acquisition of securities of the Company, subject to certain conditions. In general, Poly Ventures and BEA, or each of their permitted transferees, have the right, on up to two occasions, to cause the Company to register their holdings of Common Stock under the Securities Act (such right being referred to as a "demand registration right"). Poly Ventures, BEA and Chase, or each of their permitted transferees, are also entitled, if the Company determines to file a registration statement covering any of its securities under the Securities Act, other than a registration statement relating solely to employee benefit plans or a Rule 145 transaction under the Securities Act, to require the Company to use its best efforts to include a requested amount of their shares of Common Stockapplicable prospectus supplement. Unless we otherwise specify in the Company's registered offering (such right being referred to as an "incidental registration right"), subject to certain marketing restrictions determined by the managing underwriter, if any. The Mitsubishi and Other Registration Rights Holders, or each of their permitted transferees, have the right during the period from the closing of the Company's initial public offering through the ten-year anniversary thereof, to make two demand registration requests to the Company and have the right to an unlimited number of incidental registration requests during such period, subject to conditions similar to those relating to registrations on behalf of Poly Ventures, BEA and Chase. The incidental registration rights granted to Chase are subordinate to those granted to Poly Ventures, BEA, and the Mitsubishi and Other Registration Rights Holders. The Company is required to bear all registration expenses (other than underwriting discounts and commissions) and has agreed to indemnify the Institutional Registration Rights Holders against, and provide contribution with respect to, certain liabilities under the Securities Act in connection with incidental and demand registrations. The Company has also granted incidental registration rights to theapplicable prospectus supplement, holders of Company warrants (the "Warrant Holders"). The Warrant Holders are entitled to include their shares of Common Stock in the Company's registered offerings on an unlimited number of occasions. A Warrant Holder's request for an incidental registration will be limited on a pro rata basis if the managing underwriter of the securities to be sold by the Company or by any person exercising demand registration rights in connection with such registration determines that the inclusion of the shares of Common Stock exercised by a Warrant Holder would have an adverse effect on the Offering. The Warrant Holders are entitled to similar indemnification and expense rights as the Institutional Registration Rights Holders. The number of shares of Common Stock issuable upon exercise of the warrants ~~and~~may exercise the exercise price thereof are subject to adjustment upon specified dilutive issuances by the Company. Articles of Incorporation and Bylaws The rights of the Company's shareholders are governed by the Washington Business Act, the Articles of Incorporation and the Bylaws. Certain provisions of the Articles of Incorporation and the Bylaws, which are summarized below, may discourage or make more difficult a takeover attempt that a shareholder might consider in its best interest. Sums provisions may also adversely affect the prevailing market price for the Common Stock. See "Risk Factors--Control by Management and Anti-Takeover Considerations." Preferred Stock. The Board of Directors has the authority, without action by the Company's shareholders, rights, privileges and preferences of and to issuewarrants at any time up to ~~1,000,000 shares of Preferred Stock. The issuance of such Preferred Stock may have~~ the ~~effect of delaying, deferring or preventing a change~~specified time on the expiration date that we set forth in ~~control of~~ the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of the Common Stock, including the loss of voting control to others. Following the closing of the Offering, there will be no shares of Preferred Stock issued and outstanding and the Company currently has no plans to issue any shares of Preferred Stock. No Shareholder Action by Written Consent; Special Meetings. The Articles of Incorporation and Bylaws prohibit shareholders from taking action by written consent in lieu of an annual or special meeting. In addition, special meetings of shareholders may only be called by the Chairman of the Board, the President, or a majority of the Board of Directors. Special meetings may not be called by shareholders. Advance Notice Requirements for Shareholder Proposals. The Bylaws establish advance notice procedures with regard to shareholder proposals. These procedures provide that the notice of shareholder proposals must be 22 24 received by the Company no later than (i) with respect to an annual meeting of shareholders, 60 days prior to the anniversary date of the immediately preceding annual meeting of shareholders and (ii) with respect to a special meeting of shareholders, no later thanapplicable prospectus supplement. After the close of business on the ~~tenth day following~~expiration date, unexercised warrants will become void.

Holders of the ~~date on which notice of such meeting is first sent or given~~warrants may exercise the warrants by delivering the warrant certificate representing the warrants to ~~shareholders. Each shareholder proposal must~~be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth ~~certain information as specified~~on the reverse side of the warrant certificate and in the ~~Bylaws. Anti-Takeover Effects~~applicable prospectus supplement the information that the holder of ~~Washington Law Washington~~the warrant will be required to deliver to the warrant agent.

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law ~~contains certain~~or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

The following description, together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus.

While the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to the particular series of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental agreements that contain the terms of the units.

We may issue units comprised of one or more debt securities, shares of common stock, shares of preferred stock and warrants in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the ~~effect~~rights and obligations of ~~delaying~~a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or ~~discouraging~~transferred separately, at any time or at any time before a ~~takeover~~specified date.

We will describe in the applicable prospectus supplement the terms of the ~~Company. Chapter 23B.17~~series of units, including:

The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities” and “Description of Warrants” will apply to ~~certain exceptions, a merger, share exchange, sale~~each unit and to any common stock, preferred stock, debt security or warrant included in each unit, respectively.

We may issue units in such amounts and in numerous distinct series as we determine.

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or ~~liquidation~~relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a ~~corporation involving~~unit may, without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder under any security included in the unit.

We, the unit agents and any of their agents may treat the registered holder of any unit certificate as an ~~"Interested Shareholder" (defined generally~~absolute owner of the units evidenced by that certificate for any purpose and as the person entitled to exercise the rights attaching to the units so requested, despite any notice to the contrary. See “Legal Ownership of Securities.”

We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.

We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Only the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders, of the securities.

We may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not legal holders, of those securities.

Our obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture, or for

other purposes. In such an event, we would seek approval only from the legal holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the legal holders.

If you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in street name, you should check with your own institution to find out:

A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.

Each security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry form.

A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under “— Special Situations When A Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.

If the prospectus supplement for a particular security indicates that the security will be issued as a ~~person~~global security, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or ~~affiliated group~~decide that the securities may no longer be held through any book-entry clearing system.

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of ~~persons acting~~the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

If securities are issued only as global securities, an investor should be aware of the following:

In a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.

The applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we, nor any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

We may sell the securities being offered hereby in one or more of the outstanding voting shares of the corporation) unless a majority of disinterested directors determines that the price of the stock offered by the interested shareholder is fair, a majority of disinterested directors approves the transaction, or the holders of two-thirds of the votes of each voting group entitled to vote separately on the transaction, excluding the votes of the Interested Shareholder, approve the transaction. Chapter 23B.19 of the Washington Business Act prohibits a corporation, with certain exceptions, from engaging in certain "significant business transactions" with a person or group of persons that beneficially owns 10% or more of the corporation's outstanding voting securities for a period of five years after such an acquisition unless a majority of the Company's directors approves, prior to the acquisition date, either the significant business transaction or the purchase of shares made by the acquiring person or group of persons acting in concert or under common control on the acquisition date. The prohibited significant business transactions include, among others, a merger with, disposition of assets to, or issuance or redemption of stock to or from such person or groups of persons, or allowing such person or group of persons to receive any disproportionate benefit as a shareholder. These provisions may have the effect of delaying, deterring or preventing a change in control of the Company. Nasdaq National Market Listing The Common Stock trades on the Nasdaq National Market under the trading symbol "SPAB." Transfer Agent and Registrar The transfer agent and registrar for the Common Stock is the American Stock Transfer and Trust Company. SELLING SECURITYHOLDERS The following table sets forth information concerning the aggregate principal amount of Notes beneficially owned by each Selling Securityholder, as of __________, 1997, and the number of shares of Common Stock issuable upon conversion of Notes held thereby, which may be offeredways 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 [other than _____________ which, during such period has acted as an Initial Purchaser, financial advisor and underwriter for the Company]. The table below has been prepared on the basis of information furnishedtime:

As set forth in more detail below, the ~~Selling 23~~ ~~25 Securityholders. Any or all of the Notes or shares of Common Stock listed below~~securities may be ~~offered for sale by the Selling Securityholders from time to time.~~

(1) The Selling Securityholders and the amount of Notes held by them are set forth herein as of _____, 1997 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 11,146,237 shares of Common Stock outstanding as of September 30, 1997, 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. (4) Assumes that the unnamed holders of the Notes or any future transferees, pledgees, donees or successors of or from any such unnamed holder do not beneficially own any Common Stock other than the Common Stock issuable upon conversion of the Notes at the initial conversion rate. No such unnamed holder may offer Notes pursuant to this prospectus until such unnamed holder is included as a Selling Securityholder in a supplement to this prospectus in accordance with the Registration Rights Agreement. 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 on the effective date of the Registration Statement may sell such Notes and Common Stock pursuant to this prospectus. The Company maydistributed from time to time in ~~accordance with~~one or more transactions:

We will set forth in ~~supplements to this Prospectus. 24~~ ~~26 PLAN OF DISTRIBUTION The Notes and~~a prospectus supplement the ~~underlying shares~~terms of ~~Common Stock are being registered to permit public secondary trading~~that particular offering of ~~such~~ securities, by including:

Only underwriters named in the prospectus supplement are underwriters of the ~~proceeds from~~securities offered by the prospectus supplement.

If underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the ~~Notes~~transaction (including any underwriting discounts and ~~the shares of Common Stock by the Selling Securityholders. The Company has been advised by the Selling Securityholders that the Selling Securityholders may sell all or a portion~~other terms constituting compensation of the ~~Notes~~underwriters and ~~shares beneficially owned by them and offered hereby from time to time on~~ any ~~exchange on which the~~dealers) in a prospectus supplement. The securities are listed, as applicable, on terms to be determined at the times of such sales. The Selling Securityholders may also make private sales directly or through a broker or brokers. Alternatively, any of the Selling Securityholders may from time to time offer the Notes or shares of Common Stock which may be offered ~~hereby and beneficially owned~~to the public either through underwriting syndicates represented by ~~them through~~managing underwriters ~~dealers~~ or ~~agents, who may receive compensation~~directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the ~~form of underwriting discounts, commissions or concessions from~~sale, the ~~Selling Securityholders~~offered securities will be acquired by the underwriters for their own accounts and the purchasers of the Notes or shares of Common Stock for whom they may act as agent. Such underwriters, dealers or agents may include the Initial Purchasers of the Notes, which may perform investment banking or other services for or engage in other transactions with the Company from time to time in the future. The securities offered hereby may be ~~sold~~resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering ~~prices, which may be changed,~~price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased.

We may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus supplement for those securities.

If we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at ~~negotiated prices. Such~~varying prices ~~will~~to be determined by the ~~Selling Securityholders~~dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.

We may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment.

We may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

In connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the common stock for whom they act as agents in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional investors or others that purchase common stock directly and then resell the securities, may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the resale of the common stock by them may be deemed to be underwriting discounts and commissions under the Securities Act.

We may provide agents and underwriters with indemnification against particular civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

In addition, we may enter into derivative transactions with third parties (including the writing of options), or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with such a transaction, the third parties may, pursuant to this prospectus and the applicable prospectus supplement, sell securities covered by this prospectus and the applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and the applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or in a post-effective amendment.

To facilitate an offering of a series of securities, persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the market price of the securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than have been sold to them by us. In those circumstances, such persons would cover such over-allotments or short positions by purchasing in the open market or by ~~agreement between such Selling Securityholders and~~exercising the over-allotment option granted to those persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers ~~who receive fees or commissions~~participating in any such offering may be reclaimed if securities sold by them are repurchased in connection ~~herewith.~~with stabilization transactions. The ~~Company's outstanding Common Stock~~effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on the price of our securities.

Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than our common stock, which is listed ~~for trading~~ on the ~~Nasdaq National Market ("Nasdaq"), and application has been made~~NASDAQ Capital Market. We may elect to list any other class or series of securities on any exchange or market, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the ~~shares of Common Stock issuable upon conversion of the Notes on Nasdaq. There is no~~underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the ~~development or~~ liquidity of ~~any~~the trading market ~~that may develop~~ for any of the ~~Notes.~~ securities.

In order to comply with the securities laws of ~~certain~~some states, if applicable, the securities offered ~~hereby~~pursuant to this prospectus will be sold in ~~such jurisdictions~~those states only through registered or licensed brokers or dealers. In addition, in ~~certain~~some states ~~the Notes and shares of Common Stock offered hereby~~securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and ~~compliance with such requirement is effected. The Selling Securityholders~~complied with.

Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and any broker-dealers, agents or underwriters that participate with the Selling Securityholders in the distribution of the Notes or shares of Common Stock offered hereby may be deemed to be "underwriters" within the meaning of the Securities Act, in which case any commissions or discounts received by such broker-dealers, agents or underwriters and any profit on the resale of the Notes or shares of Common Stock offered hereby and purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following is a general discussion of the principal United States federal income tax considerations relevant to Holders of the Notes. This discussion is based on currently existing provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect or proposed on the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. 25 27 This discussion does not deal with all aspects of United States federal income taxation that may be important to holders of the Notes or shares of the Common Stock received upon conversion thereof, and it does not include any description of the tax laws of any state, local or foreign government. This discussion does not address the tax consequences to subsequent beneficial owners of the Notes, and is limited to beneficial owners who hold the Notes and the shares of Common Stock received upon conversion thereof as capital assets within the meaning of Section 1221 of the Code. Moreover, this discussion is for general information only and does not purport to address all of the United States federal income tax consequences that may be relevant to particular purchasers (such as certain financial institutions, insurance companies, tax-exempt entities, dealers in securities or persons who have hedged the risk of owning a Note or a share of Common Stock) that may be subject to special rules. For the purpose of this discussion, a "United States Holder" refers to a beneficial owner of a Note who or which is (i) a citizen or resident of the United States for United States federal income tax purposes, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof or (iii) any other person who is subject to United States federal income tax on a net income basis in respect of the Notes. The term "Non-United States Holder" refers to any beneficial owner of a Note who or which is not a United States Holder. PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE CONVERSION OF THE NOTES INTO SHARES OF COMMON STOCK, AND THE EFFECT THAT THEIR PARTICULAR CIRCUMSTANCES MAY HAVE ON SUCH TAX CONSEQUENCES. Certain Federal Income Tax Considerations Applicable to United States Holders Interest on Notes. Interest paid on the Notes will be taxable to a United States Holder as ordinary interest incomepenalty bids in accordance with ~~such holder's method of tax accounting. Constructive Dividend. Certain corporate transactions, such as distributions of assets to holders of Common Stock, may cause a deemed distribution to~~Regulation M under the holders of the Notes if the conversion price or conversion ratio of the Notes is adjusted to reflect such corporate transaction. Such deemed distributions will be taxable as a dividend, return of capital, or capital gain in accordance with the earnings and profits rules discussed under "Dividends on Shares of Common Stock." Sale or Exchange of Notes or Shares of Common Stock. In general, a United States Holder of Notes will recognize gain or loss upon the sale, redemption, retirement or other disposition of the Notes measured by the difference between (i) the amount of cash and the fair market value of any property received (except to the extent attributable to the payment of accrued interest) and (ii) the United States Holder's tax basis in the Notes. A United States Holder's tax basis in Notes generally will equal the cost of the Notes to the holder. In general, each United States Holder of Common Stock into which the Notes have been converted will recognize gain or loss upon the sale, exchange, redemption, or other disposition of the Common Stock under rules similar to those applicable to the Notes. Special rules may apply to redemption's of the Common Stock which may result in the amount paid being treated as a dividend. Assuming the requirements of Section 1221 are satisfied, the gain or loss on the disposition of the Notes or shares of Common Stock will be capital gain or loss and will be taxable at various preferential rates depending on the extent to which a United States Holder's holding period for the Notes or shares of Common Stock exceeds one year. (For the basis and holding period of shares of Common Stock, see "--Conversion of Notes.") Conversion of Notes. A United States Holder of Notes generally will not recognize gain or loss on the conversion of the Notes solely into shares of Common Stock. The United States Holder's tax basis in the shares of Common Stock received upon conversion of the Notes will be equal to the holder's aggregate basis in the Notes exchanged therefor (less any portion thereof allocable to cash received in lieu of a fractional share). The holding period of the shares of Common Stock received by the holder upon conversion of Notes will generally include the period during which the holder held the Notes prior to the conversion. Cash received in lieu of a fractional share of Common Stock should be treated as a payment in exchange for such fractional share rather than as a dividend. Gain or loss recognized on the receipt of cash paid in lieu of such 26 28 fractional shares generally will equal the difference between the amount of cash received and the amount of tax basis allocable to the fractional shares. Dividends on Shares of Common Stock. Distributions of shares on Common Stock will constitute dividends for United States federal income tax purposes to the extent of current or accumulated earnings and profits of the Company as determined under United States federal income tax principles. Dividends paid to holders that are United States corporations may qualify for the dividends-received deduction. To the extent, if any, that a United States Holder receives distributions on shares of Common Stock that would otherwise constitute dividends for United States federal income tax purposes but that exceed current and accumulated earnings and profits of the Company, such distributions will be treated first as a non-taxable return of capital reducing the holder's basis in the shares of Common Stock. Any such distributionsAct. Overallotment involves sales in excess of the ~~holder's basis in~~offering size, which create a short position. Stabilizing transactions permit bids to purchase the ~~shares~~underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of ~~Common Stock will be treated as capital gain. Certain Federal Income Tax Considerations Applicable to Non-United States Holders Interest on Notes. Generally, interest paid on~~ the Notes to a Non-United States Holder will not be subject to United States federal income tax if: (i) such interest is not effectively connected with the conduct of a trade or business within the United States by such Non-United States Holder; (ii) the Non-United States Holder does not actually or constructively own 10% or more of the total voting power of all classes of stock of the Company entitled to vote and is not a controlled foreign corporation with respect to which the Company is a "related person" within the meaning of the Code (for this purpose, the holder of Notes would be deemed to own constructively the Common Stock into which it could be converted); and (iii) the beneficial owner, under penalty of perjury, certifies that the owner is not a United States person and provides the owner's name and address. If certain requirements are satisfied, the certification described in clause (iii) above may be provided by a securities clearing organization, a bank, or other financial institution that holds customers' securities in the ~~ordinary course~~open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of these activities at any time.

Any underwriters who are qualified market makers on the NASDAQ Capital Market may engage in passive market making transactions in the securities on the NASDAQ Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its trade or business. Under United States Treasury regulations, which generally are effective for payments made after December 31, 1998, subject to certain transition rules, the certification described in clause (iii) above may also be provided by a qualified intermediary on behalf of one or more beneficial owners (or other intermediaries), provided that such intermediary has entered into a withholding agreement with the Internal Revenue Service and certain other conditions are met. A holder that is not exempt from tax under these rules will be subject to United States federal income tax withholdingbid at a ~~rate of 30% unless the interest is effectively connected with the conduct of a United States trade or business,~~price not in which case the interest will be subject to the United States federal income tax on net income that applies to United States persons generally (and, with respect to corporate holders and under certain circumstances, the branch profits tax). Non-United States Holders should consult applicable income tax treaties, which may provide different rules. Sales or Exchange of Notes or Shares of Common Stock. A Non-United States Holder generally will not be subject to United States federal income tax on gain recognized upon the sale or other dispositionexcess of the ~~Notes or shares of Common Stock unless (i)~~highest independent bid for such security. If all independent bids are lowered below the ~~gain is effectively connected with~~passive market maker’s bid, however, the conduct of a trade or business within the United States by the Non-United States holder, or (ii) in the case of Non-United States Holder who is a nonresident alien individual and holds the Common Stock as a capital asset, (a) such holder is present in the United States for 183 or more days in the taxable year andpassive market maker’s bid must then be lowered when certain ~~other circumstances~~purchase limits are present or (b) such holder has a tax home in the United States as defined in Section 911(d)(3). If the Company is a "United States real property holding corporation," a Non-United States Holder may be subject to federal income tax with respect to gain realized on the disposition of such Notes or shares of Common Stock as if it were effectively connected with a United States trade or business and the amount realized will be subject to withholding at the rate of 10%. The amount withheld pursuant to these rules will be creditable against such Non-United States Holder's United States federal income tax liability and may entitle such Non-United States Holder to a refund upon furnishing required information to the Internal Revenue Service. Non-United States Holders should consult tax treaties, which may provide different rules. Conversion of Notes. A Non-United States Holder generally will not be subject to United States federal income tax on the conversion of a Note into shares of Common Stock. To the extent a Non-United States Holder receives cash in lieu of a fractional share on conversion, such cash may give rise to gain that would be subject to the rules described above with respect to the sale or exchange of a Note or Common Stock. 27 29 Dividends on Shares of Common Stock. Generally, any distribution on shares of Common Stock to a Non-United States Holder will be subject to United States federal income tax withholding at a rate of 30% unless the dividend is effectively connected with the conduct of a trade or business within the United States by the Non-United States Holder, in which case the dividend will be subject to the United States federal income tax on net income that applies to United States persons generally (and, with respect to corporate holders and under certain circumstances, the branch profits tax). Non-United States Holders should consult any applicable income tax treaties, which may provide for a lower rate of withholding or other rules different from those described above. A Non-United States Holder (and in the case of Non-United States Holders that are treated as partnerships or other fiscally transparent entities, partners, shareholders or other beneficiaries of such Non-United States Holders) may be required to satisfy certain certification requirements in order to claim a reduction of or exemption from withholding under the foregoing rules. Information Reporting and Backup Withholding United States Holders. Information reporting and backup withholding may apply to payments of interest or dividends on or the proceeds of the sale or other disposition of the Notes or shares of Common Stock made by the Company with respect to certain non-corporate United States Holders. Such United States Holders generally will be subject to backup withholding at a rate of 31% unless the recipient of such payment supplies a taxpayer identification number, certified under penalties of perjury, as well as certain other information, or otherwise establishes, in the manner prescribed by law, an exemption from backup withholding. Any amount withheld under backup withholding is allowable as a credit against the United States Holder's federal income tax, upon furnishing the required information to the Internal Revenue Service. Non-United States Holders. Generally, information reporting and backup withholding of United States federal income tax at a rate of 31% may apply to payments of principal, interest and premium (if any) to Non-United States Holders if the payee fails to certify that the holder is a Non-United States person or if the Company or its paying agent has actual knowledge that the payee is a United States person. The 31% backup withholding tax generally will not apply to dividends paid to foreign holders outside the United States that are subject to 30% withholding as discussed above or that are subject to a tax treaty that reduces such withholding. The payment of the proceeds on the disposition of Notes or shares of Common Stock to or through the United States office of a United States or foreign broker will be subject to information reporting and backup withholding unless the owner provides the certification described above or otherwise establishes an exemption. The proceeds of the disposition by a Non-United States Holder of Notes or shares of Common Stock to or through a foreign office of a broker will not be subject to backup withholding. However, if such broker is a United States person, a controlled foreign corporation for United States tax purposes, or a foreign person 50% or more of whose gross income from all sources for certain periods is from activities that are effectively connected with a United States trade or business, information reporting will apply unless such broker has documentary evidence in its files of the owner's foreign status and has no actual knowledge to the contrary or unless the owner otherwise establishes an exemption. Both backup withholding and information reporting will apply to the proceeds from such dispositions if the broker has actual knowledge that the payee is a United States Holder. United States Treasury regulations, which generally are effective for payments made after December 31, 1998, subject to certain transition rules, alter the forgoing rules in certain respects. Among other things, such regulations provide presumptions under which a Non-United States Holder is subject to information reporting and backup withholding at the rate of 31% unless the Company receives certification from the holder of non-U.S. status. Depending on the circumstances, this certification will need to be provided (i) directly by the Non-United States Holder, (ii) in the case of a Non-United States Holder that is treated as a partnership or other fiscally transparent entity, by the partners, shareholders or other beneficiaries of such entity, or (iii) certain qualified financial institutions or other qualified entities on behalf of the Non-United States Holder. exceeded.

The validity of the ~~Notes and~~issuance of the ~~underlying shares of Common Stock~~securities offered hereby will be passed upon for ~~the Company~~us by ~~Dewey Ballantine~~Sheppard Mullin Richter & Hampton LLP, New York, New York. 28 30 Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

The consolidated financial statements ~~of SPACEHAB, Incorporated~~ as of June 30, ~~1997~~2020 and ~~1996,~~2019 and for the ~~year~~years then ended ~~June 30, 1997, the nine-month period ended June 30, 1996 and the year ended September 30, 1995, have been~~ incorporated by reference ~~herein and~~ in ~~the registration statement~~this prospectus have been so incorporated in reliance ~~upon~~on the report of ~~KPMG Peat Marwick~~Armanino LLP, an independent ~~certified~~registered public ~~accountants,~~accounting firm, incorporated herein by reference, ~~herein, and upon~~given on the authority of said firm as experts in ~~accounting~~auditing and ~~auditing. 29~~ ~~31 - -------------------------------------- -------------------------------------- No dealer, salesperson~~accounting.

This prospectus constitutes a part of a registration statement on Form S-3 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information that is included in the registration statement. You will find additional information about us in the registration statement. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

We file annual, quarterly and current reports, proxy statements and other ~~person has been authorized~~information with the SEC. You may read, without charge, and copy the documents we file at the SEC’s public reference rooms in Washington, D.C. at 100 F Street, NE, Room 1580, Washington, DC 20549, or in New York, New York and Chicago, Illinois. You can request copies of these documents by writing to ~~give any~~the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from the SEC’s website at http://www.sec.gov. In addition, we make available on or through our Internet site copies of these reports as soon as reasonably practicable after we electronically file or furnish them to ~~make any representation not~~the SEC. Our Internet site can be found at www.astrotechcorp.com.

We have filed a registration statement on Form S-3 with the Securities and Exchange Commission under the Securities Act. This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The Securities and Exchange Commission permits us to “incorporate by reference” the information contained in documents we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring you to those documents rather than by including them in this ~~Prospectus~~prospectus. Information that is incorporated by reference is considered to be part of this prospectus and ~~if given~~you should read it with the same care that you read this prospectus. Information that we file later with the Securities and Exchange Commission will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the Securities and Exchange Commission, and incorporate by reference in this prospectus:

We also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made such information or representation must not be relied upon as having been authorized byafter the ~~Company or any Initial Purchaser. This Prospectus SPACEHAB, INCORPORATED does not constitute an offer~~date of the initial registration statement but prior to ~~sell or a solicitation~~effectiveness of ~~an offer~~the registration statement and after the date of this prospectus but prior to ~~buy any~~the termination of the offering of the securities ~~offered hereby~~covered by this prospectus. We are not, however, incorporating, in each case, any ~~jurisdiction~~documents or information that we are deemed to ~~any person~~furnish and not file in accordance with Securities and Exchange Commission rules.

You may request, and we in such jurisdiction. Neitherus sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof or that there has been no material change in the affairs of the Company since such date. ---------- TABLE OF CONTENTS Page ---- Available Information............ 2 Incorporation of Certain Information by Reference....... 2 The Company...................... 2 Risk Factors..................... 3 Use of Proceeds.................. 9 Ratio of Earnings to Fixed Charges........................ 9 Capitalization................... 10 Description of Notes............. 11 Description of Capital Stock..... 21 Selling Securityholders.......... 23 Plan of Distribution............. 25 Certain United States Federal Income Tax Considerations...... 25 Legal Matters.................... 28 Experts.......................... 29 - -------------------------------------- ~~32 will provide you with, a copy of these filings, at no cost, by calling us at (512) 485-9530 or by writing~~ to ~~whom it is unlawful to make such offer at~~ the ~~delivery of this Prospectus nor any $63,250,000 8% Convertible Subordinated Notes Due 2007 4,642,202 Shares of Common Stock PROSPECTUS --------------------------------------~~ following address:

The following table sets forth an estimate of the ~~estimated expense payable by~~fees and expenses relating to the ~~Registrant in connection with the sale~~issuance and distribution of the ~~Notes:~~securities being registered hereby, other than underwriting discounts and commissions, all of which shall be borne by the Registrant. All of such fees and expenses, except for the SEC ~~Registration Fee $ 18,658.75 Accounting Fees 25,000.00 Fees~~registration fee and ~~Expenses~~the FINRA filing fee, are estimated:

* These fees and expenses depend on the securities offered and the number of ~~Counsel 35,000.00 Miscellaneous 10,000.00 ----------- Total $ 88,658.75~~ issuances, and accordingly cannot be estimated at this time and will be reflected in the applicable prospectus supplement.

Item 15. Indemnification ~~Of Directors And Officers. Liability Limitation. The Company's Articles~~ of ~~Incorporation~~Officers and ~~Bylaws provide that~~Directors.

Section 102 of the DGCL permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or ~~officer~~knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides that no director of the Company shall ~~not~~ be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the ~~fullest~~ extent ~~permitted by~~that the ~~Washington Business Act. In accordance with~~DGCL prohibits the ~~Washington Business Act, the Articles~~elimination or limitation of ~~Incorporation do not eliminate or limit the~~ liability of directors for breaches of fiduciary duty.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or ~~officer for acts or omissions that involve intentional misconduct by a director or officer~~agent of the corporation, or a ~~knowing violation of law by a director or officer for voting or assenting to an unlawful distribution, or for any transaction from which~~person serving at the director or officer will personally receive a benefit in money, property, or services to which the director or officer is not legally entitled. The Washington Business Act does not affect the availability of equitable remedies such as an injunction or rescission based upon a director's or officer's breach of his duty of care. Any amendment to these provisionsrequest of the Washington Business Act will automatically be incorporated by reference into the Articles of Incorporation, without any vote on the part of its stockholders, unless otherwise required. Indemnification Agreements. Separate indemnification agreements between the Companycorporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys' fees), judgments, fines and ~~each of its directors provide that the Company will indemnify the directors against certain liabilities (including settlements) and expenses~~amounts paid in settlement actually and reasonably incurred by ~~them~~the person in connection with ~~any threatened~~an action, suit or ~~pending legal action,~~ proceeding ~~or investigation (other than actions brought by or in the right of the Company)~~ to which ~~any of them~~he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of ~~their status as a director, officer or agent of the Company, or serving at the request of the Company in any other capacity for or on behalf of the Company; provided that (i)~~ such ~~director~~position, if such person acted in good faith and in a manner at least not opposed to the best interest of the Company, (ii) with respect to any criminal proceedings had no reasonable cause to believe his or her conduct was unlawful, (iii) such director is not finally adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Company, unless the court views in light of the circumstances the director is nevertheless entitled to indemnification, and (iv) the indemnification does not relate to any liability arising under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules or regulations promulgated thereunder. With respect to any action brought by or in the right of the Company, directors may also be indemnified, to the extent not prohibited by applicable laws or as determined by a court of competent jurisdiction, against expenses actually and reasonably incurred by them in connection with such action if they acted in good faith and in a manner theyhe reasonably believed to be in or not opposed to the best interests of the ~~Company.~~ corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our Certificate of Incorporation and amended and Bylaws provide indemnification for our directors and officers to the fullest extent permitted by the DGCL.

Exhibit Number		Description of Document
1.1*		Form of Underwriting Agreement

4.1		Form of Senior Indenture

4.2		Form of Subordinated Indenture

4.3*		Form of Senior Note

4.4*		Form of Subordinated Note

4.5*		Form of Warrant

4.6*		Form of Warrant Agreement

4.7*		Form of Unit Agreement

5.1		Opinion of Sheppard Mullin Richter & Hampton LLP as to the legality of the securities being registered

23.1		Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1)

23.2		Consent of Armanino LLP

24.1		Power of Attorney (included on signature pages to the registration statement)

25.1*		Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended

* To the ~~Exhibit Index at page E-l~~extent applicable, to be filed by an amendment or as an exhibit to a document filed under the Securities Exchange Act of ~~this Registration Statement. II-1~~ 33 1934, as amended, and incorporated by reference herein.

(1) ~~The undersigned Registrant hereby undertakes: (a)~~ To file, during ~~the~~any period in which offers or sales are being made, a post-effective amendment to this ~~Registration Statement:~~ registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of ~~1933, as amended;~~ 1933;

(ii) To reflect in the prospectus any facts or ~~event~~events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)~~(ii)~~(1)(iii) above do not apply if ~~the registration statement is on Form S-3 or Form S-8, and~~ the information required to be included in a post-effective amendment by those paragraphs is contained in ~~periodic~~ reports filed with or furnished to the Commission by the ~~Registrant~~registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, ~~(b)~~or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ~~(c)~~

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. ~~(2) The undersigned Registrant hereby undertakes that,~~

(4) That, for the purpose of determining ~~any~~ liability under the Securities Act of 1933 ~~each filing~~to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the ~~Registrant's annual report~~registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section ~~13(a) or 15(d)~~10(a) of the Securities ~~Exchange~~ Act of ~~1934 (and, where applicable, each filing~~1933 shall be deemed to be part of ~~an employee benefit plan's annual report pursuant to Section 15(d)~~and included in the registration statement as of the ~~Securities Exchange Act~~earlier of ~~1934)~~the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is ~~incorporated by reference in the Registration Statement~~at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement ~~relay~~relating to the securities ~~offered therein,~~in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ~~(3) Insofar~~Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as ~~indemnification~~to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for ~~liabilities arising~~the purpose of determining liability of the registrant under the Securities Act of 1933 ~~may be permitted for Directors, officers and controlling persons~~to any purchaser in the initial distribution of the ~~Registrant~~securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to ~~the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion~~this registration statement, regardless of the ~~Securities and Exchange Commission~~underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such ~~indemnification is against public policy as expresses in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment~~purchaser by ~~the Registrant~~means of ~~expenses incurred or paid by a Director, officer or controlling person~~any of the ~~Registrant in~~following communications, the ~~successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with~~undersigned registrant will be a seller to the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Actpurchaser and will be ~~governed~~considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the ~~final adjudication~~undersigned registrant;

(iii) The portion of ~~such issue. II-2~~ any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this ~~Registration Statement~~Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Austin, Texas, on the ~~City of Vienna and Commonwealth of Virginia, as of the twenty-third~~third day of December, 1997. SPACEHAB, INCORPORATED By: /s/Shelly A. Harrison --------------------- Shelley A. Harrison Chairman of the Board and CEO March 2021.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ~~Dr. Shelley A. Harrison and Margaret E. Grayson~~Thomas B. Pickens III, his true and lawful ~~attorneys-in-fact~~attorney-in-fact and ~~agents, each acting alone,~~agent with full power of substitution and ~~resubstitution,~~re-substitution, for ~~him~~him/her and in his name, place and stead, in any and all capacities to sign any ~~and~~or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, ~~including~~any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, ~~including, without limitation, any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,~~ with the Securities and Exchange Commission, granting unto ~~attorneys-in-fact~~said attorney-in-fact and ~~agents, and each of them,~~agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully tofor all intents and purposes as he or she might or could do in person, hereby ratifying and ~~hereby ratifies and confirms all~~confirming that said ~~attorneys-in-fact~~attorney-in-fact and ~~agents, each acting alone,~~agent, or ~~their~~any substitute or substitutes for him, may lawfully do or cause to be ~~done.~~done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, ~~this Registration Statement has been signed by~~ the following persons in the capacities and on the dates indicated on December 23, 1997. Signature Title Date --------- ----- ---- /s/ Shelly A. Harrison Chairman of the Board and December 23, 1997 ---------------------- Chief Executive Officer Shelley A. Harrison (Principal Executive Officer) /s/ Margaret E. Grayson Vice President of Finance, December 23, 1997 ----------------------- Treasurer and Assistant Margaret E.Grayson Secretary (Principal Financial and Accounting Officer) /s/ Hironori Aihara Director December 23, 1997 ------------------- Hironori Aihara II-3 35 - ------------------------------------------------------------------------------ /s/ Robert A. Citron Director December 23, 1997 -------------------- Robert A. Citron /s/ Edward E. David Director December 23, 1997 ------------------- Edward E. David, Jr. /s/ Shi H. Huang Director December 23, 1997 ---------------- Shi H. Huang /s/ Chester M. Lee Director December 23, 1997 ------------------ Chester M. Lee /s/ Gordon S. Macklin Director December 23, 1997 --------------------- Gordon S. Macklin /s/ Brad M. Meslin Director December 23, 1997 ------------------ Brad M. Meslin /s/ Udo Pollvogt Director December 23, 1997 ---------------- Udo Pollvogt /s/ Alvin L. Reeser Director December 23, 1997 ------------------- Alvin L. Reeser /s/ James R. Thompson Director December 23, 1997 --------------------- James R. Thompson /s/ Giuseppe Veriglio Director December 23, 1997 --------------------- Giuseppe Veriglio II-4 36 EXHIBIT INDEX - -------------------------------------------------------------------------------- Exhibit Description of Documents - -------------------------------------------------------------------------------- *3.1 Amended and Restated Articles of Incorporation of SPACEHAB, Incorporated (the "Registrant"). - -------------------------------------------------------------------------------- *3.2 Amended and Restated Bylaws of the Registrant. - -------------------------------------------------------------------------------- *4.1 Indenture, dated October 15, 1997. - -------------------------------------------------------------------------------- *4.2have signed this Registration Rights Agreement, dated October 15, 1997, by and among the Company and Credit Suisse First Boston Corporation, CIBC Wood Gundy Securities Corp. and Oppenheimer & Co. Inc. - -------------------------------------------------------------------------------- *5.1 Opinion of Dewey Ballantine LLP with respect to validity. - -------------------------------------------------------------------------------- *12.1 Statements with respect to the computation of ratios. - -------------------------------------------------------------------------------- *23.1 Consent of Dewey Ballantine LLP is included in its opinion filed as Exhibit 5.1 hereto. - -------------------------------------------------------------------------------- *23.2 Consent of KPMG Peat Marwick LLP - -------------------------------------------------------------------------------- *24.1 Powers of Attorney, included on signature page - -------------------------------------------------------------------------------- *25.1 Statement ~~of Eligibility of the Trustee on Form T-1 - -------------------------------------------------------------------------------- * Filed herewith. E-1~~

Large Accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if smaller reporting company)	Smaller reporting company ☑
Emerging growth company ☐

SEC registration fee	$	27,275
Transfer agent’s fees and expenses	*
Legal fees and expenses	*
Printing fees and expenses	*
Accounting fees and expenses	*
Miscellaneous fees and expenses	*
Total	*

/s/ Thomas B. Pickens III	Chairman of the Board and Chief Executive Officer	March 03, 2021
Thomas B. Pickens III

/s/ Ronald W. Cantwell	Director	March 03, 2021
Ronald W. Cantwell

/s/ Daniel T. Russler, Jr.	Director	March 03, 2021
Daniel T. Russler, Jr.

/s/ Tom Wilkinson	Director	March 03, 2021
Tom Wilkinson

/s/ Eric N. Stober	Chief Financial Officer and Principal Accounting Officer	March 03, 2021
Eric N. Stober	Chief Financial Officer and Principal Accounting Officer

Delaware		91-1273737
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

		Page
ABOUT THIS PROSPECTUS		7
OUR BUSINESS		8
RISK FACTORS		12
FORWARD-LOOKING STATEMENTS		12
SELECTED FINANCIAL DATA		13
USE OF PROCEEDS		13
THE SECURITIES WE MAY OFFER		13
DESCRIPTION OF CAPITAL STOCK		13
DESCRIPTION OF DEBT SECURITIES		16
DESCRIPTION OF WARRANTS		22
DESCRIPTION OF UNITS		24
LEGAL OWNERSHIP OF SECURITIES		25
PLAN OF DISTRIBUTION		27
LEGAL MATTERS		29
EXPERTS		30
WHERE YOU CAN FIND MORE INFORMATION		30
INCORPORATION OF DOCUMENTS BY REFERENCE		30


	By:	/s/ Thomas B. Pickens III
		Thomas B. Pickens III
		Chief Executive Officer