SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)
SPACEHAB, Incorporated
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
846243103
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(CUSIP Number)
Westech Capital Corp.
2700 Via Fortuna, Suite 400
Austin, Texas 78746
Attention: President and Chief Operating Officer
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 13, 2004
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(Dates of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the following
box. [_]
(Continued on following pages)
(Page 1 of 11 Pages)
CUSIP No. 846243103 13D
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Westech Capital Corp.
13-3577716
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [ ]
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SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4 WC
--------------------------------------------------------------------------------
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e)[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
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SOLE VOTING POWER
7 0
NUMBER OF
SHARES --------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 692,732(1)
OWNED BY
--------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON --------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 692,732(1)
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 692,732(1)
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[ ]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 5.5%(2)
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TYPE OF REPORTING PERSON*
14 CO
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(1) John Joseph Gorman owns 58% of the common stock of Westech Capital Corp.
and, as a result, may be deemed to beneficially own the shares of common
stock that are beneficially owned by Westech Capital Corp. Westech Capital
Corp. and Mr. Gorman share voting and dispositive power with respect to
151,400 shares of common stock, which are held by Westech Capital Corp.
Westech Capital Corp., Mr. Gorman and Tejas Securities Group, Inc., a
wholly-owned subsidiary of Westech Capital Corp., share voting and
dispositive power with respect to 541,332 shares of common stock, which
are held in a proprietary trading account of Tejas Securities Group, Inc.
(2) Assumes a total of 12,562,240 shares outstanding, based on the amount
reported in SPACEHAB, Incorporated's most recent Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2004.
Page 2 of 11
CUSIP No. 846243103 13D
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tejas Securities Group, Inc.
74-2696352
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4 WC
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e)[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 Texas
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SOLE VOTING POWER
7 0
NUMBER OF
SHARES --------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 541,332(1)
OWNED BY
--------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 0
REPORTING
PERSON --------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 541,332(1)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 541,332(1)
--------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[ ]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 4.3%(2)
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TYPE OF REPORTING PERSON*
14 CO
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(1) Tejas Securities Group, Inc., a wholly-owned subsidiary of Westech Capital
Corp., Westech Capital Corp., and Mr. Gorman share voting and dispositive
power with respect to 541,332 shares of common stock, which are held in a
proprietary trading account of Tejas Securities Group, Inc.
(2) Assumes a total of 12,562,240 shares outstanding, based on the amount
reported in SPACEHAB, Incorporated's most recent Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2004.
Page 3 of 11
CUSIP No. 846243103 13D
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Joseph Gorman and Tamra I. Gorman
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4 John Joseph Gorman-PF; Tamra I. Gorman-OO
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e)[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
7 31,225(1)
NUMBER OF
SHARES --------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 797,419(2)
OWNED BY
--------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 31,225(1)
REPORTING
PERSON --------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 797,419(2)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 828,644(3)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[ ]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 6.6%(4)
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TYPE OF REPORTING PERSON*
14 IN
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(1) Mr. Gorman has sole voting and dispositive power with respect to 31,225
shares of common stock, which are held in his 401(k) account.
(2) Mr. Gorman and his spouse, Tamra I. Gorman, share voting and dispositive
power with respect to (i) 52,344 shares of common stock, which are held by
the Ryleigh Gorman Trust, a trust organized under the laws of the State of
Texas of which Mrs. Gorman is the sole trustee, and (ii) 52,343 shares of
common stock, which are held by the John Joseph Gorman V Trust, a trust
organized under the laws of the State of Texas of which Mrs. Gorman is the
sole trustee. Mr. Gorman owns 58% of the common stock of Westech Capital
Corp and, as a result, may be deemed to beneficially own the shares of
common stock that are beneficially owned by Westech Capital Corp. Mr.
Gorman and Westech Capital Corp. share voting and dispositive power with
respect to 151,400 shares of common stock, which are held by Westech
Capital Corp. Mr. Gorman, Westech Capital Corp., and Tejas Securities
Group, Inc., a wholly-owned subsidiary of Westech Capital Corp., share
voting and dispositive power with respect to 541,332 shares of common
stock, which are held in a proprietary trading account of Tejas Securities
Group, Inc.
(3) Mrs. Gorman may be deemed to beneficially own the shares of common stock
which Mr. Gorman is deemed to beneficially own.
Page 4 of 11
(4) Assumes a total of 12,562,240 shares outstanding, based on the amount
reported in SPACEHAB, Incorporated's most recent Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2004.
Page 5 of 11
SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed on behalf of Westech
Capital Corp., a Delaware corporation ("Westech"), and Tejas Securities Group,
Inc., a Texas corporation ("Tejas"), relating to shares of common stock of
SPACEHAB, Incorporated, a Washington corporation (the "Issuer"). This Schedule
13D is also being filed by John Joseph Gorman ("Mr. Gorman") and Tamra I. Gorman
("Mrs. Gorman"). Westech, Tejas, Mr. Gorman and Mrs. Gorman, as trustee of each
of the Ryleigh Gorman Trust and the John Joseph Gorman V Trust (collectively,
the "Trusts"), are making a joint filing with respect to such shares. Westech,
Tejas, Mr. Gorman and Mrs. Gorman are collectively referred to herein as the
"Reporting Persons." Because of activities that have been undertaken or may be
undertaken by the Reporting Persons, the Reporting Persons may be deemed to
constitute a group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 (as amended, the "Exchange Act"). Notwithstanding the
foregoing, the filing of this Schedule 13D should not be deemed an admission
that the Reporting Persons comprise a group within the meaning of Section
13(d)(3) of the Exchange Act. Information with respect to each person filing
this statement is given solely by such person and no person has responsibility
for the accuracy or completeness of the information supplied by another person.
Item 1. Security and Issuer
This statement relates to the common stock, no par value ("Common Stock"),
of the Issuer. The Issuer has its principal executive offices at 12130 Galveston
Road (Hwy 3), Building 1, Webster, Texas 77598.
Item 2. Identity and Background
(a) This Schedule 13D is filed by Westech. The directors and executive
officers of Westech are: Mr. Gorman, Chairman of the Board; Mark Salter, Chief
Executive Officer and Director of Sales and Trading; Kurt J. Rechner, President
and Chief Operating Officer; John F. Garber, Chief Financial Officer; Charles H.
Mayer, Director; William A. Inglehart, Director; Barry A. Williamson, Director;
and Clark N. Wilson, Director. As of the date hereof, Mr. Gorman beneficially
owned approximately 58% of Westech's common stock. This Schedule 13D is also
filed by Tejas. The directors and executive officers of Tejas are the same as
those of Westech. This Schedule 13D is also filed by John Joseph Gorman and
Tamra I. Gorman.
(b) The business address of Westech, Tejas, each of their respective
directors and executive officers, and Mr. Gorman and Mrs. Gorman is 2700 Via
Fortuna, Suite 400, Austin, Texas 78746.
(c) Westech is a holding company whose only operating subsidiary is Tejas.
Tejas is engaged in the business of providing brokerage and related financial
services to institutional and retail customers nationwide. The principal
occupation of Mr. Gorman is Chairman of the Board of Westech. Mrs. Gorman is Mr.
Gorman's spouse.
(d) None of the Reporting Persons, or other persons with respect to whom
information is given in response to this Item 2, has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
Page 6 of 11
(e) None of the Reporting Persons, or other persons with respect to whom
this information is given in response to this Item 2, has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Westech is a Delaware corporation. Tejas is a Texas corporation. The
directors and executive officers of Westech and Tejas are United States
citizens. Mr. and Mrs. Gorman are United States citizens.
Item 3. Source and Amount of Funds
As of September 13, 2004, Westech directly held 151,400 shares of Common
Stock. Westech acquired those shares prior to such date. The source of funds
used to acquire such shares was the working capital of Westech.
On September 13, 2004, Tejas transferred 541,332 shares of Common Stock
from a market-making account to a proprietary trading account.
As of September 13, 2004, Mr. Gorman and Mrs. Gorman, through holdings in
Mr. Gorman's 401(k) account and the Trusts, beneficially owned 135,912 shares of
Common Stock. These shares were acquired at various times prior to such date.
The source of the funds used to acquire such shares was the personal funds of
Mr. Gorman and the Trusts.
Item 4. Purpose of the Transaction
Mr. and Mrs. Gorman originally acquired the Common Stock beneficially
owned by them for investment purposes. Westech originally acquired the Common
Stock directly owned by it for investment purposes. Tejas originally acquired
the Common Stock beneficially owned by it for market-making activities.
Recently, the Reporting Persons have become dissatisfied with the management and
financial performance of the Issuer. As a result, the Reporting Persons intend
to seek to influence management to take measures to maximize shareholder value.
On September 13, 2004, Tejas transferred 541,332 shares of Common Stock from a
market-making account to a proprietary trading account.
On September 13, 2004, the Reporting Persons delivered a letter to the
Issuer's secretary (a copy of which is attached to this filing as Exhibit 2 and
incorporated herein by reference), in accordance with the Issuer's by-laws,
providing notice of their intent to nominate three individuals to the Board of
Directors of the Issuer at the 2004 Annual Meeting of Stockholders of the
Issuer, including any adjournments or postponements thereof or any special
meeting that may be called in lieu thereof.
The Reporting Persons intend to file a proxy statement and other relevant
documents with the Securities and Exchange Commission and to solicit proxies in
support of the election of their
Page 7 of 11
nominees to the Issuer's Board of Directors. The Reporting Persons may also
contact and consult with other stockholders of the Issuer concerning the Issuer,
its prospects, and any or all of the foregoing matters.
The Reporting Persons intend to pursue alternatives available in order to
maximize the value of their investment in the Issuer. Such alternatives could
include, without limitation, (i) the purchase of additional Common Stock in the
open market, in privately negotiated transactions or otherwise, and (ii) the
sale of all or a portion of the Common Stock now owned or hereafter acquired by
them. The Reporting Persons may also transfer shares to or from a Reporting
Person to another Reporting Person.
The Reporting Persons reserve the right to change their plans or
intentions and to take any and all actions that they may deem appropriate to
maximize the value of their investment in the Issuer in light of their general
investment policies, market conditions, subsequent developments affecting the
Issuer and the general business and future prospects of the Issuer.
Except as set forth above, the Reporting Persons do not have any current
intention, plan or proposal with respect to: (a) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (h) causing a class of securities of the Issuer to be delisted from a
national securities exchange, if any, or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) a class of equity securities of the Issuer becoming eligible
for termination of a registration pursuant to Section 12(g)(4) of the Exchange
Act; or (j) any action similar to any of those numerated above.
Item 5. Interest in Securities of the Issuer
(a) As of September 13, 2004, Westech beneficially owned in the aggregate
692,732 shares of Common Stock, 151,400 of which were held directly by Westech
and 541,332 of which were held in the proprietary trading account for Tejas,
which represents 5.5% of the Issuer's outstanding Common Stock, which such
percentage was calculated by dividing (i) the 692,732 shares of Common Stock
beneficially owned by Westech as of such date, by (ii) 12,562,240 shares of
Common Stock outstanding, based upon the Issuer's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on March 31, 2004.
As of September 13, 2004, Tejas beneficially owned 541,332 shares of
Common Stock, which represents 4.3% of the Issuer's outstanding Common Stock,
which such percentage was calculated by dividing (i) the 541,332 shares of
Common Stock beneficially owned by Tejas as of such date, by (ii) 12,562,240
shares of Common Stock outstanding, based upon the Issuer's
Page 8 of 11
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on March 31, 2004.
As of September 13, 2004, Mr. Gorman and Mrs. Gorman beneficially owned in
the aggregate 828,644 shares of Common Stock (including the 692,732 shares of
Common Stock beneficially owned by Westech that Mr. Gorman may be deemed to
beneficially own), which represents 6.6% of the Issuer's outstanding Common
Stock, which such percentage was calculated by dividing (i) the 828,644 shares
of Common Stock beneficially owned by Mr. Gorman and Mrs. Gorman as of such
date, by (ii) 12,562,240 shares of Common Stock outstanding, based upon the
Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on March 31, 2004.
In addition, as of September 13, 2004, Mr. Inglehart, a director of
Westech and Tejas, beneficially owned 7,500 shares of Common Stock, which shares
are held directly by his spouse.
(b) Westech shares the power to vote and dispose of (i) 151,400 shares of
Common Stock with Mr. Gorman and (ii) 541,332 shares of Common Stock with Tejas
and Mr. Gorman.
Tejas shares the power to vote and dispose of 541,332 shares of Common
Stock with Westech and Mr. Gorman.
Mr. Gorman has sole voting and dispositive power with respect to 31,225
shares of Common Stock held in his 401(k) account. Mr. Gorman and his spouse,
Mrs. Gorman, share voting and dispositive power with respect to (i) 52,344
shares of Common Stock held by the Ryleigh Gorman Trust, a trust organized under
the laws of the State of Texas of which Mrs. Gorman is the sole trustee, and
(ii) 52,343 shares of Common Stock held by the John Joseph Gorman V Trust, a
trust organized under the laws of the State of Texas of which Mrs. Gorman is the
sole trustee. Mr. Gorman shares the power to vote and dispose of (i) 151,400
shares of Common Stock with Westech and (ii) 541,352 shares of Common Stock with
Westech and Tejas. As described in Item 2 above, Mr. Gorman is the Chairman of
the Board of Westech and Tejas. In addition, as of the date hereof, Mr. Gorman
beneficially owned approximately 58% of Westech's common stock.
The filing of this Schedule 13D shall not be construed as an admission
that Westech or Tejas is, for the purposes of Section 13(d) or 13(g) of the
Exchange Act, the beneficial owner of any of the 31,225 shares of Common Stock
held in Mr. Gorman's 401(k) account or any of the 104,687 shares of Common Stock
held in the Trusts.
The filing of this Schedule 13D shall not be construed as an admission
that Mr. Gorman and Mrs. Gorman are, for the purposes of Section 13(d) or 13(g)
of the Exchange Act, the beneficial owner of any of the 692,732 shares of Common
Stock beneficially owned by Westech or any of the 541,332 shares of Common Stock
beneficially owned by Tejas.
(c) Except as described in Items 3 and 4 above, none of the Reporting
Persons have engaged in any transactions in the Common Stock during the 60 days
preceding the date of this Schedule 13D, except as follows:
Page 9 of 11
Holder Date Transaction Shares Price
-------------------------- ------- ----------- ------ -------
Ryleigh Gorman Trust 8/31/04 Buy 40,000 $2.50
8/16/04 Sale 10,000 $2.45
8/11/04 Buy 5,694 $2.1996
7/26/04 Buy 2,550 $2.8596
John Joseph Gorman V Trust 8/31/04 Buy 40,000 $2.50
8/16/04 Sale 10,000 $2.45
8/11/04 Buy 5,693 $2.1996
7/26/04 Buy 2,550 $2.8596
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement dated September 13, 2004, among Westech,
Tejas, Mr. Gorman and Mrs. Gorman.
Exhibit 2 Letter dated September 13, 2004, from the Reporting Persons to the
Corporate Secretary of the Issuer notifying the Issuer of the
Reporting Persons' intent to nominate three individuals for election
to the Issuer's Board of Directors at the Issuer's next annual
meeting of stockholders.
Page 10 of 11
SIGNATURES
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: September 13, 2004
Westech Capital Corp.
By: /s/ Kurt J. Rechner
------------------------------------
Kurt J. Rechner, President
and Chief Operating Officer
Tejas Securities Group, Inc.
By: /s/ Kurt J. Rechner
------------------------------------
Kurt J. Rechner, President
and Chief Operating Officer
/s/ John Joseph Gorman
----------------------------------------
John Joseph Gorman
/s/ Tamra I. Gorman
----------------------------------------
Tamra I. Gorman
Page 11 of 11