UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
SPACEHAB, Incorporated.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
846243103
(CUSIP Number)
February 1, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1 NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SMH CAPITAL ADVISORS, INC.
75-2681494
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS (a) [ ]
Not Applicable (b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5 SOLE VOTING POWER Not Applicable
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 5,008,136
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 5,008,136
REPORTING
PERSON
WITH 8 SHARED DISPOSITIIVE POWER Not Applicable
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(1)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ] (SEE INSTRUCTIONS)
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 30.6% (1)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA (Investment Adviser)
-------------
1 Based on 16,392,718 shares outstanding as reported in the Issuer's Current
Report on Form 10-Q for the quarter ended September 30, 2008.
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Item 1(a). Name of Issuer: Spacehab, Incorporated.
Item 1(b). Address of Issuer's Principal Executive Offices:
12130 Highway 3, Building 1
Webster, Texas 77598-1504
Item 2(a). Name of Person filing: SMH Capital Advisors, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
600 Travis, Suite 5800
Houston, Texas 77002
Item 2(c). Citizenship: Texas corporation
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 846243101
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(e) [X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 5,008,136
(b) Percent of class: 30.6%
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote Not Applicable
(ii) Shared power to vote or direct the vote 5,008,136
(iii) Sole power to dispose or to direct the disposition of 5,008,136
(iv) Shares power to vote or to direct the disposition of Not Applicable
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
All of the securities set forth in Item 4 are owned by various investment
advisory clients of SMH Capital Advisors, Inc., which is deemed to be a
beneficial owner of those shares pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, due to its discretionary power to make investment
decisions over such shares for its clients and its ability to vote such shares
under certain circumstances. In all cases, persons other than SMH Capital
Advisers, Inc. have the right to receive, or the power to direct the receipt of,
dividends from, or the proceeds from the sale of the shares. To the knowledge of
SMH Capital Advisors, Inc., no individual client holds more than five percent of
the class. SMH Capital Advisors, Inc. disclaims beneficial ownership of all such
securities. In addition, the filing of this Schedule 13G shall not be construed
as an admission that the reporting person or any of its affiliates is the
beneficial owner of any securities covered by this Schedule 13G for any other
purposes than Section 13(d) of the Securities Exchange Act of 1934.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Date: February 6, 2009
Signature: /s/ John T. Unger
Name/Title John T. Unger, Senior Vice President and General Counsel
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (see 18 U.S.C. 1001).
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