SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment
No. __)
ASTROTECH
CORPORATION
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
046484101
(CUSIP
Number)
John
T. Unger
SMH
Capital Advisors, Inc.
600
Travis, Suite 5800
Houston,
TX 77002
(713) 993-4645
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notice and Communications)
July
__, 2009
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240,13d-1(f) or 240.13d-1(g), check the
following box o.
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* 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 (“Exchange 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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
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CUSIP
No. 046484101
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Page 2
of 7 Pages
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1
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NAMES
OF REPORTING PERSONS:
SMH
Capital Advisors, Inc.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
76-0224835
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
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(a)
o
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(b)
o
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3
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SEC
USE ONLY:
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS):
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e):
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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Texas
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NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER:
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709,474
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8
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SHARED
VOTING POWER:
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3,731,178
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9
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SOLE
DISPOSITIVE POWERS:
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4,809,861
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10
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SHARED
DISPOSITIVE POWER:
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Not
Applicable
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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4,809,861
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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29.47%
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
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IA
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CUSIP
No. 046484101
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Page 3
of 7 Pages
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Table of
Contents
This
statement relates to the common stock, no par value per share (“Securities”),
issued by Astrotech Corporation (formerly Spacehab, Incorporated) (the “Issuer”)
whose principal executive offices are located at 907 Gemini Street, Houston,
Texas 77058-2762
Item 2: Identity and
Background.
(a-c, f)
This Schedule D is being filed by:
SMH
Capital Advisors, Inc., a Texas corporation (“SMH”). SMH is an investment
adviser registered under the Investment Advisers Act of 1940. SMH has previously
filed a statement on Schedule 13G to report the acquisition which is the subject
of this Schedule 13D.
The
principal business address of SMH is 4800 Overton Plaza, Suite 300, Ft. Worth
Texas 76109.
Attached
as Appendix A is information concerning the executive officers and directors of
SMH required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D. Such executive officers and directors may be deemed, but are not
conceded to be controlling persons of SMH. SMH is a wholly owned subsidiary of
Sanders Morris Harris Group, Inc., a Texas corporation (“SMH
Group”).
SMH Group
is a Texas corporation and the parent of SMH. The address of its principal
office is 600 Travis, Suite 5800, Houston, Texas 77002. Attached as Appendix A-1
is information concerning the executive officers and directors of SMH Group
required to be disclosed in response to Item 2 and General Instruction C to
Schedule 13D. Such officers and directors may be deemed, but are not conceded to
be controlling, persons of SMH Group. No corporation or other person is or may
be deemed to be ultimately in control of SMH Group.
The
Securities of the Issuer reported in Item 5 were acquired on behalf of the
investment advisory clients of Sterling, under discretionary authority granted
to SMH.
During
the past five years, none of the reporting persons or any of the persons
referred to in Appendix A or A-1 has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
During
the past five years, none of the reporting persons or any of the persons
referred to in Appendix A or A-1 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 as a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction.
The
respective investment advisory clients of SMH acquired approximately $35,101,000
in principal amount of the Issuer’s 8% Convertible Subordinated Notes due 2007
(the “2007 Notes”) between March and November 2004. In November 2005, the 2007
Notes were exchanged for 5% Senior Convertible Notes due 2010 (“Senior Notes”).
In October 2007, the Senior Notes were exchanged for shares of common stock and
Series C Convertible Preferred Stock and in November 2007, the shares of
Series C Preferred Stock were converted into shares of common stock. All assets
used to purchase Securities were assets of these respective clients and none
were assets of SMH. In addition, none of the proceeds used to
purchase the Securities were provided through borrowings of any
On July
10, 2009, SMH entered into an Investors’ Agreement with Trace Partners, LP, a
Nevada limited partnership (“Trace Partners”), Curtiswood Capital,
LLC, a Tennessee limited liability company, Trace Management, LLC, a Nevada
limited liability company, Robert Scott Nieboer, and Mark Forward Eberle
(collectively, the “Investors”), pursuant to which SMH agreed to vote all of the
Securities over which it has voting control (a) to elect such persons as shall
be mutually determined by and acceptable to the Investors to the Board of the
Directors including in possible opposition to certain of the current directors;
and (b) to effectuate a change in certain senior members of management in order
to align the business direction of the Issuer with the objectives of the
Investors, as shareholders of the Issuer.
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CUSIP
No. 046484101
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Page 4
of 7 Pages
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On
Monday, July 13, 2009, SMH met with Thomas B. Pickens III, Chief Executive
Officer of the Issuer, and John Porter, Senior Vice President of the Issuer.
After a review of current strategic direction of the Issuer, SMH requested to
withdrawal of the investors group affiliated with Trace Partners and was granted
the withdrawal on Tuesday, July 14, 2009
Effective
July 14, 2009, the parties to the Investors’ Agreement consented to its
termination and SMH withdrew as a member of the group.
The
Securities reported in this filing have been acquired for investment purposes on
behalf of client accounts over which SMH has discretionary investment
authority.
In
pursuing such investment purposes, SMH may further purchase, hold, vote, trade,
dispose or otherwise deal in the Securities at times, and in such manner, as
they deem advisable to benefit from changes in market prices of such Securities,
changes in the Issuer's operations, business strategy or prospects, or from sale
or merger of the Issuer. To evaluate such alternatives, SMH will
routinely monitor the Issuer's operations, prospects, business development,
management, competitive and strategic matters, capital structure, and prevailing
market conditions, as well as alternative investment opportunities and other
investment considerations. Consistent with its investment research methods and
evaluation criteria, SMH may discuss such matters with management or directors
of the Issuer, other shareholders, industry analysts, existing or potential
strategic partners or competitors, investment and financing professionals,
sources of credit and other investors. Such factors and discussions
may materially affect, and result in, SMH modifying its clients' ownership of
the Securities, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing one or more of the
other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.
SMH
reserves the right to formulate other plans and/or make other proposals, and
take such actions with respect to their investment in the Issuer, including any
or all of the actions set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities
of the Issuer.
(a-e) As
of the date hereof, SMH is deemed to be the beneficial owner of 4,809,861 Shares
representing 29.47% of the outstanding shares. Various investment advisory
clients of SMH are deemed to be a beneficial owner of the Securities 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 have the right to receive, or the power to direct
the receipt of, dividends from or the proceeds from the sale of the Securities.
SMH’s clients may terminate their investment advisory agreements without penalty
upon appropriate notice.
To the
knowledge of SMH, no individual client holds more than 5% of the class of
Securities. SMH disclaims beneficial ownership of all such Securities. SMH has
the sole voting power with respect to 709,474 shares and sole dispositive power
with respect to 4,809,861 shares representing 29.47% of the outstanding shares.
SMH has shared voting power with respect to 3,731,178 shares, representing
22.86% of the outstanding shares.
c)
Information regarding transactions in the Securities within the past sixty days
is as follows:
SMH have
had no transactions in the Securities within the past sixty days.
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CUSIP
No. 046484101
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Page 5
of 7 Pages
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Item 6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer.
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The
powers of disposition with respect to Securities owned by discretionary accounts
of SMH are established in written investment advisory agreements between clients
and SMH, which are entered into in the normal and usual course of the business
of SMH as a registered investment adviser and which are generally applicable to
all securities purchased for the benefit of each such discretionary
account. There are no special or different agreements relating to the
Securities of the Issuer.
The
written investment advisory agreements with clients do not contain provisions
relating to borrowing of funds to finance the acquisition of the Securities,
acquisition of control, transfer of securities, joint ventures, or any of the
other transactions listed in the instructions to Item 7 of Schedule 13D other
than voting of proxies. In connection with voting, SMH may be allowed
or directed to vote the proxies received by discretionary accounts.
From
January 10, 2009, to January 14, 2009, SMH was a party to an Investors’
Agreement pursuant to which it agreed vote the Securities over which it
exercised voting discretion to elect such persons as shall be mutually
determined by the Investors for election to the Board of Directors of the Issuer
and to seek to effectuate a change in certain senior members of management of
the Issuer. Except for the Investors’ Agreement, there are no contracts,
arrangements, understandings or relationships to which SMH is a party with any
other person with respect to the securities of the Issuer.
Item 7. Material to be filed as
Exhibits.
Exhibit
7.2 Investors
Agreement dated July 10, 2009, incorporated by reference to Exhibit 7.2 to the
Schedule 13D filed on July 10, 2009, by Trace Partners, LP, Curtiswood Capital,
LLC, Trace Management, LLC, Robert Scott Nieboer, Mark Forward Eberle, and
SMH.
SIGNATURE
After
reasonable inquiry and to the best of such Reporting Person’s knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
July 20, 2009
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SMH
CAPITAL ADVISORS, INC.
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By:
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/s/
Jeff Cummer
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Jeff
Cummer, President
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CUSIP
No. 046484101
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Page 6
of 7 Pages
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Appendix
A
The
following table sets forth the name, business address, and present principal
occupation or employment of each director and executive officer of Sanders
Morris Harris Inc. Unless otherwise indicated below, each such person is a
citizen of the United States and the business address of each such person is
4800 Overtoan Plaza, Suite 300, Fort Worth, Texas. Except as indicated below,
during the last five years, none of the persons listed below has been convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
or 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 as a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
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Name
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Present
Principal Occupation or Employment;
Business
Address
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Jeffrey
A. Cummer
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President
and Director
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Dwayne
A. Moyers
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Senior
Vice President, Assistant Secretary, and
Chief
Investment Officer and Director
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George
L. Ball
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Director
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Stephen
R. Cordill
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Director
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Rick
Berry
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Vice
President and Secretary
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Leslie
Jallans
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Chief
Compliance Officer
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John
T. Unger
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General
Counsel
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CUSIP
No. 046484101
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Page 7
of 7 Pages
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Appendix
A-1
Directors
and Executive Officers of
Sanders
Morris Harris Group Inc.
The
following table sets forth the name, business address, and present principal
occupation or employment of each director and executive officer of Sanders
Morris Harris Group Inc. Unless otherwise indicated below, each such person is a
citizen of the United States and the business address of each such person is 600
Travis, Suite 5800, Houston, Texas 77002. Except as indicated below, during the
last five years, none of the persons listed below has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
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 as a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction.
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Name
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Present
Principal Occupation or Employment;
Business
Address
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George
L. Ball
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Director
and Chairman of the Board and Chief Executive Officer
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Ben
T. Morris
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Director
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Fredric
M. Edelman
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Director
and President
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Don
A. Sanders
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Director,
Vice Chairman
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W.
Blair Waltrip
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Director,
private investor
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Richard
E. Bean
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Director,
Executive Vice President and Chief Financial Officer of Pearce Industries
Inc
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Charles
W. Duncan, III
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Director,
President of Duncan Equities, Inc.
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Scott
McClelland
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Director,
President of H-E-B’s Houston and Central Market
Division
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Albert
W. Niemi, Jr.
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Director,
Dean of the Edwin L. Cox School of Business at Southern Methodist
University
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Rick
Berry
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Chief
Financial Officer
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Bruce
R. McMaken
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Executive
Vice President
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John
T. Unger
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Senior
Vice President and General Counsel
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