ASTROTECH Corp — Major Shareholding Notification 2006

Jul 25, 2006

SC 13G 1 v048143_sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No.___)*

SPACEHAB, Inc.

(Name of Issuer)

Common Stock, no par value (underlying securities into which 5.5% Senior Convertible Notes due 2010 and 8% Convertible Subordinated Notes due 2007, are convertible)

(Title of Class of Securities)

846243103

(CUSIP Number)

March 1, 2006

(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) |
| --- | --- |
| o | Rule
13d-1(c) |
| o | 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.

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SCHEDULE 13G

| CUSIP
No. 846243103 — 1. | Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) Bruce
& Co., Inc.* | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See
Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization Illinois | |
| Number
of Shares Beneficially Owned
by Each Reporting Person
With | 5. | Sole
Voting Power 3,069,590
(underlying securities into which 5.5% Senior Convertible Notes due
2010
and 8% Convertible Subordinated Notes due 2007, are
convertible) |
| | 6. | Shared
Voting Power |
| | 7. | Sole
Dispositive Power 3,069,590
(underlying securities into which 5.5% Senior Convertible Notes
due 2010
and 8% Convertible Subordinated Notes due 2007, are
convertible) |
| | 8. | Shared
Dispositive Power |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 3,069,590
(underlying securities into which 5.5% Senior Convertible Notes
due 2010
and 8% Convertible Subordinated Notes due 2007, are
convertible) | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 23.94% | |
| 12. | Type
of Reporting Person (See Instructions) IA | |

2

| Item
1. | (a) | Name
of Issuer SPACEHAB,
Inc. (the “Issuer”) | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices 12130
Highway 3 Building
1 Webster,
TX 77598-1504 | |
| Item
2. | | | |
| | (a) | Name
of Person Filing Bruce
& Co., Inc. | |
| | (b) | Address
of Principal Business Office or, if none, Residence 20
North Wacker Dr., Suite 2414 Chicago,
IL 60606 | |
| | (c) | Citizenship Illinois | |
| | (d) | Title
of Class of Securities Common
Stock, no par value (underlying securities into which 5.5% Senior
Convertible Notes due 2010 and 8% Convertible Subordinated Notes
due 2007,
are convertible)(the “Common Stock”) | |
| | (e) | CUSIP
Number 846243103 | |
| Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C 80a-8). |
| | (e) | x | An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.
80a-3); |
| | (j) | o | Group,
in accordance with
§240.13d-1(b)(1)(ii)(J). |

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| 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: 3,069,590
(underlying securities into which 5.5% Senior Convertible Notes due
2010
and 8% Convertible Subordinated Notes due 2007, are
convertible) | |
| | (b) | Percent
of class: 23.94% | |
| | (c) | Number
of shares as to which the person has: | |
| | | (i) | Sole
power to vote or to direct the vote: 3,069,590 (underlying
securities into which 5.5% Senior Convertible Notes due 2010 and
8%
Convertible Subordinated Notes due 2007, are
convertible) |
| | | (ii) | Shared
power to vote or to direct the vote: -0- |
| | | (iii) | Sole
power to dispose or to direct the disposition of: 3,069,590
(underlying securities into which 5.5% Senior Convertible Notes due
2010
and 8% Convertible Subordinated Notes due 2007, are
convertible) |
| | | (iv) | Shared
power to dispose or to direct the disposition of: -0- |
| *
Bruce & Co., Inc., an Illinois corporation and registered investment
adviser under the Investment Advisers Act of 1940, is filing this
Schedule
13G in its capacity as the investment manager for Bruce Fund, Inc.,
a
Maryland registered investment company. Bruce
Fund, Inc. owns $4,509,000 principal amount
of 5.5% Senior Convertible Notes due 2010 and $940,000 principal
amount of
8% Convertible Subordinated Notes due 2007, which are currently
convertible into 3,000,600 shares and 68,990 shares, respectively,
of the
Issuer’s common stock. The last purchase of the bonds reported on this
Schedule 13G were acquired in May 2006. | | | |
| Item
5. | Ownership
of Five Percent or Less of a Class | | |
| Not
applicable | | | |
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person | | |
| The
securities reported on this Schedule 13G are directly held by Bruce Fund,
Inc. | | | |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control
Person | | |
| 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. | Certification | | |
| 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 not 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. | | | |

4

SIGNATURE

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated as of this 24 th day of July, 2006.

BRUCE & CO., INC.

| | /s/
Robert B. Bruce |
| --- | --- |
| By: | Robert
B. Bruce |
| Title: | President |
| | /s/
R. Jeffrey Bruce |
| By: | R.
Jeffrey Bruce |
| Title: | Vice-President |

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