##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 001-34426
 Astrotech Corporation
  Washington
(State or other jurisdiction of 
incorporation or organization)
    
    91-1273737
(I.R.S. Employer
Identification No.)
 401 Congress Ave. Suite 1650
Austin, Texas 78701    (512) 485-9530    Securities Registered pursuant to Section 12(b) of the Act:
 Title of each classCommon Stock
(no par value)
    
    Name of each exchange
on which registeredNASDAQ Capital Market
 Securities registered pursuant to Section 12(g) of the Act: None
 YES o NO þ
 YES o NO þ
 þ o
 YES o
NO o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a
smaller reporting
company)
 o þ




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##### 



Table of Contents
 PART I
    
    
    1Item 1. Business
    
    
    1Item 1A. Risk Factors
    
    
    6Item 1B. Unresolved Staff Comments
    
    
    10Item 2. Properties
    
    
    10Item 3. Legal Proceedings
    
    
    11Item 4. Submission of Matters to a Vote of Security Holders
    
    
    11PART II
    
    
    11Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    11Item 6. Selected Financial Data
    
    
    15Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 8. Financial Statements and Supplementary Data
    
    
    24Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    46Item 9A. Controls and Procedures
    
    
    47Item 9B. Other Information
    
    
    47PART III
    
    
    48Item 10. Directors, Executive Officers and Corporate Governance
    
    
    48Item 11. Executive Compensation
    
    
    53Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    66Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    68Item 14. Principal Accounting Fees and Services
    
    
    68PART IV
    
    
    70Item 15. Exhibits, Financial Statement Schedules
    
    
    70SIGNATURES
    
    
    80Exhibit 10.55Exhibit 10.56Exhibit 10.57Exhibit 10.58Exhibit 10.59Exhibit 10.60Exhibit 10.61Exhibit 10.63Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  i




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##### Table of Contents



FORWARD-LOOKING STATEMENTS
  
    
    The effect of economic conditions in the United States or other space faring nations that could impact our ability to access space and support or gain customers;
    
    Our ability to raise sufficient capital to meet our long and short-term liquidity requirements;
    
    Our ability to successfully pursue our business plan;
    
    Whether we will fully realize the economic benefits under our NASA and other customer contracts;
    
    Continued availability and use of the U.S. Space Shuttle and the International Space Station;
    
    Technological difficulties and potential legal claims arising from any technological difficulties;
    
    Product demand and market acceptance risks, including our ability to develop and sell products and services to be used by the manned and unmanned space programs
that replace the Space Shuttle Program;
    
    Uncertainty in government funding and support for key space programs;
    
    The impact of competition on our ability to win new contracts;
    
    Uncertainty in securing reliable and consistent access to space;
    
    Delays in the timing of performance of other contracts; and
    
    Risks described in the Risk Factors section of this Form 10-K.
  ii




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##### Table of Contents



PART I
 
 Item 1.
Business.
 Our Company
 st st
   
    
    Facilities and support services necessary for the preparation of satellites and payloads for launch.
    
    Commercialization of space-based technologies into real-world applications.
    
    Expertise in qualifying hardware for spaceflight and the habitability and occupational challenges of space.
 st
 Our Business Units
 Astrotech Space Operations (ASO)
   1




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
    
    Our ability to control our capital expenditures, which are primarily limited to modifications to accommodate
payload processing for new launch vehicles, upgrading communications infrastructure and other building
improvements.
    
    The continuing limited availability of competing facilities at the major domestic launch sites that can
offer comparable services, leading to an increase in government use of our services.
    
    Our ability to complete customer specified facility modifications within budgeted costs and time commitments.
    
    Our ability to control and reduce costs in order to maximize profitability of our fixed-priced contracts.
 Spacetech
 st st st
 Noncontrolling Interest
 st
 Beginning balance at July 1, 2009
    
    $
    Net loss attributable to noncontrolling interest
    
    
    (588
    )Issuance of
restricted stock and warrants
    
    
    1,826State of
Texas Funding
    
    
    900Stock based
compensation
    
    
    116Ending balance at June 30, 2010
    
    $
    2,254
 st
 Business Strategy
 Astrotech Space Operations
  Spacetech
 st st
  2




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##### Table of Contents



Products and Services
 Astrotech Space Operations
  Spacetech
 st st
  Customers, Sales and Marketing
 Astrotech Space Operations
  Spacetech
 st st st
  st
  3




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Competition
 Astrotech Space Operations
  Commercial
  Governmental
  Spacetech
 st st
  Research and Development
 st
  4




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##### Table of Contents



Backlog
  (In thousands)
    
    18-Month RollingContract
    
    BacklogASO Missions
    
    $
    20,659Facility Programs
    
    
    4,203Total Backlog
    
    $
    24,862
  Certain Regulatory Matters
   Federal Regulation of International Business
 Foreign Corrupt Practices Act
 Iran Nonproliferation Act of 2000
 Federal Acquisition Regulations
 Truth in Negotiations Act
 Defense Security Service
  5




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##### Table of Contents



Regulatory Compliance and Risk Management
  Safety
 Export Control Compliance
 Insurance
 Employees Update
     
 Item 1A.
Risk Factors.
  Our success depends significantly on the establishment and maintenance of successful relationships
with our customers.
   6




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Termination of our future orders could negatively impact our revenues.
  A branch of the U.S. Government or a commercial competitor could construct spacecraft ground
processing facilities, which could significantly reduce the number of missions using Astrotech
facilities.
  Compliance with environmental and other government regulations could be costly and could negatively
affect our financial condition.
  As a U.S. Government contractor, we are subject to a number of rules and regulations, the violation
of which could result in us being barred from future U.S. Government contracts.
  
    
    Require certification and disclosure of all cost or pricing data in connection with certain contract negotiations.
    
    Impose acquisition regulations that define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. Government contracts.
    
    Restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.
   7




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Our failure to comply with U.S. export control laws and regulations could adversely affect our
business.
  Our business could be adversely affected by a negative audit by the U.S. Government.
  Our Spacetech business unit is in an early development stage. It has earned no revenues and it is
uncertain whether it will earn any revenues in the future or whether it will ultimately be
profitable.
      8




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Our facilities located in Florida and California are susceptible to damage caused by hurricanes,
earthquakes, or other natural disasters.
  Due to our dependence on the timing of spacecraft launches, our results may fluctuate significantly
from quarter to quarter.
  The loss of key management and other employees could have a material adverse effect on our
business.
  If we are unable to anticipate technological advances and customer requirements in the commercial
and governmental markets, our business and financial condition may be adversely affected.
  Our inability to generate sufficient cash flow to pay off or refinance our indebtedness with
near-term maturities could have a material adverse effect on our financial condition.
  Our earnings and margins may vary due to the nature of our fixed-priced contracts.
  We plan to develop new products and services. No assurances can be given that we will be able to
successfully develop these products and services.
   9




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Our financial results could be adversely affected if the estimates that we use in accounting for
contracts are incorrect and need to be changed.
   Our spacecraft payload processing facilities are specifically designed to process satellites and
other payloads and we would lose a substantial portion of their value if we no longer provide these
services.
  Our inability to maintain required government security clearances and the impact of foreign
ownership or control could result in a loss of potential future spacecraft ground processing and
other opportunities.
  We incur substantial upfront, non-reimbursable costs in preparing proposals to bid on contracts
that we may not be awarded.
  
 Item 1B. Unresolved Staff Comments.
  
 Item 2. Properties.
      10




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Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 Market Information
  Fiscal 2010
    
    High
    
    
    LowFirst Quarter
    
    $
    3.84
    
    
    $
    0.98Second Quarter
    
    $
    3.66
    
    
    $
    1.36Third Quarter
    
    $
    4.06
    
    
    $
    1.88Fourth Quarter
    
    $
    3.58
    
    
    $
    1.24
 Fiscal 2009
    
    High
    
    
    LowFirst Quarter
    
    $
    0.60
    
    
    $
    0.26Second Quarter
    
    $
    0.46
    
    
    $
    0.20Third Quarter
    
    $
    0.50
    
    
    $
    0.20Fourth Quarter
    
    $
    1.73
    
    
    $
    0.40
   11




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Astrotech Equity Available for Issuance
 Number of securities to
    
    
    Weighted average exercisebe issued upon exercise
    
    
    price of outstanding
    
    
    Number of securitiesof outstanding options,
    
    
    options, warrants, and
    
    
    remaining availablewarrants, and rights
    
    
    rights
    
    
    for future issuancePlan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    806,541
    
    
    $
    1.65
    
    
    
    379,389Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    806,541
    
    
    $
    1.65
    
    
    
    379,389
 1 st Detect Equity Available for Issuance
 Number of securities to
    
    
    Weighted average exercisebe issued upon exercise
    
    
    price of outstanding
    
    
    Number of securitiesof outstanding options,
    
    
    options, warrants, and
    
    
    remaining availablewarrants, and rights
    
    
    Rights
    
    
    for future issuancePlan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    1,820
    
    
    $
    212.00
    
    
    
    172,000Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,820
    
    
    $
    212.00
    
    
    
    172,000
 Astrogenetix Equity Available for Issuance
 Number of securities to
    
    
    Weighted average exercisebe issued upon exercise
    
    
    price of outstanding
    
    
    Number of securitiesof outstanding options,
    
    
    options, warrants, and
    
    
    remaining availablewarrants, and rights
    
    
    rights
    
    
    for future issuancePlan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    2,050
    
    
    $
    167.00
    
    
    
    190,400Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,050
    
    
    $
    167.00
    
    
    
    190,400
  12




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Stock Performance Graph
 The following performance graph and table do not constitute soliciting material and the performance
graph and table should not be deemed filed or incorporated by reference into any other previous or
future filings by us under the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended, except to the extent that we specifically incorporate the performance graph
and table by reference therein.
  
 6/05
    
    
    6/06
    
    
    6/07
    
    
    6/08
    
    
    6/09
    
    
    6/10Astrotech Corporation
    
    
    100.00
    
    
    
    65.92
    
    
    
    36.31
    
    
    
    3.19
    
    
    
    6.42
    
    
    
    6.93NASDAQ Composite
    
    
    100.00
    
    
    
    107.08
    
    
    
    130.99
    
    
    
    114.02
    
    
    
    90.79
    
    
    
    105.54S&P Aerospace & Defense
    
    
    100.00
    
    
    
    119.11
    
    
    
    147.92
    
    
    
    130.62
    
    
    
    99.41
    
    
    
    122.37
  13




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Issuer Purchases of Equity Securities
  (d)Maximum number(c)
    
    
    (or approximateTotal number of
    
    
    dollar value) of(a)
    
    
    
    
    
    
    shares (or units)
    
    
    shares (or units) thatTotal number of
    
    
    (b)
    
    
    purchased as part of
    
    
    may yet beshares (or units)
    
    
    Average price paid
    
    
    publicly announced
    
    
    purchased under thePeriod
    
    purchased
    
    
    per share (or unit)
    
    
    plans or programs
    
    
    plans or programs04/01/10  04/30/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    05/01/10  05/31/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    06/01/10  06/30/10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  14




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Item 6. Selected Financial Data.
  Years Ended June 30,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)Statement of Operations Data:Revenue
    
    $
    27,979
    
    
    $
    31,985
    
    
    $
    25,544
    
    
    $
    52,762
    
    
    $
    50,746Costs of revenue
    
    
    12,858
    
    
    
    15,723
    
    
    
    19,540
    
    
    
    51,029
    
    
    
    46,855Gross profit
    
    
    15,121
    
    
    
    16,262
    
    
    
    6,004
    
    
    
    1,733
    
    
    
    3,891Selling, general and administrative expenses
    
    
    12,170
    
    
    
    9,760
    
    
    
    9,361
    
    
    
    13,762
    
    
    
    10,672Research and development expenses
    
    
    2,798
    
    
    
    2,330
    
    
    
    1,375
    
    
    
    801
    
    
    
    410Income (loss) from operation
    
    
    153
    
    
    
    4,172
    
    
    
    (4,732
    )
    
    
    (12,830
    )
    
    
    (7,191
    )Gain on bond exchange
    
    
    
    
    
    
    665
    
    
    
    
    
    
    
    
    
    
    
    Debt conversion expense
    
    
    
    
    
    
    
    
    
    
    (30,194
    )
    
    
    
    
    
    
    Interest and other expense, net
    
    
    (459
    )
    
    
    (622
    )
    
    
    (427
    )
    
    
    (3,531
    )
    
    
    (5,174
    )Income tax benefit (expense)
    
    
    (22
    )
    
    
    510
    
    
    
    (675
    )
    
    
    69
    
    
    
    (32
    )Net income (loss)
    
    
    (328
    )
    
    
    4,725
    
    
    
    (36,028
    )
    
    
    (16,292
    )
    
    
    (12,397
    )Less: net loss attributable to noncontrolling interest
    
    
    (588
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to Astrotech Corporation
    
    
    260
    
    
    
    4,725
    
    
    
    (36,028
    )
    
    
    (16,292
    )
    
    
    (12,397
    )Net income (loss) per common share  basic
    
    $
    0.02
    
    
    $
    0.29
    
    
    $
    (4.26
    )
    
    $
    (12.61
    )
    
    $
    (9.73
    )Shares used in computing net income (loss) per common
share  basic
    
    
    16,567
    
    
    
    16,365
    
    
    
    9,254
    
    
    
    1,292
    
    
    
    1,274Net income (loss) per common share  diluted
    
    $
    0.01
    
    
    $
    0.28
    
    
    $
    (4.26
    )
    
    $
    (12.61
    )
    
    $
    (9.73
    )Shares used in computing net income (loss) per common
share  diluted
    
    
    18,283
    
    
    
    16,904
    
    
    
    9,254
    
    
    
    1,292
    
    
    
    1,274Balance Sheet Data (End of Period):Cash and Cash Equivalents
    
    $
    8,085
    
    
    $
    4,730
    
    
    $
    2,640
    
    
    $
    9,724
    
    
    $
    6,317Total assets
    
    
    54,903
    
    
    
    58,919
    
    
    
    58,211
    
    
    
    72,475
    
    
    
    85,450Current debt
    
    
    8,467
    
    
    
    267
    
    
    
    267
    
    
    
    
    
    
    
    Long-term debt, excluding current portion
    
    
    
    
    
    
    8,435
    
    
    
    10,387
    
    
    
    52,944
    
    
    
    63,250Stockholders equity
    
    
    42,212
    
    
    
    40,548
    
    
    
    34,936
    
    
    
    (13,131
    )
    
    
    2,809Working capital (deficit) surplus
    
    $
    2,623
    
    
    $
    8,418
    
    
    $
    522
    
    
    $
    (6,105
    )
    
    $
    2,753Other Data:Net cash provided by operating activities
    
    $
    4,437
    
    
    $
    4,972
    
    
    $
    (8,598
    )
    
    $
    6,028
    
    
    $
    3,984Net cash used in investing activities
    
    
    (1,829
    )
    
    
    (1,427
    )
    
    
    (158
    )
    
    
    (1,077
    )
    
    
    (1,141
    )Net cash used in financing activities
    
    
    747
    
    
    
    (1,455
    )
    
    
    1,672
    
    
    
    (1,544
    )
    
    
    (3,853
    )
  15




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview
   
    
    Facilities and support services necessary for the preparation of satellites and payloads for launch.
    
    Commercialization of space-based technologies into real-world applications.
    
    Expertise in qualifying hardware for spaceflight and the habitability and occupational challenges of space.
 Our Business Units
 Astrotech Space Operations
  
    
    Our ability to control our capital expenditures, which primarily are limited to modifications to accommodate
payload processing for new launch vehicles, upgrading communications infrastructure and other building
improvements.
    
    The continuing limited availability of competing facilities at the major domestic launch sites that can
offer comparable services, leading to an increase in government use of our services.
    
    Our ability to complete customer specified facility modifications within budgeted costs and time commitments.
    
    Our ability to control and reduce costs in order to maximize profitability of our fixed-priced contracts.
 Spacetech
 st st st st
  16




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Critical Accounting Policies
 Revenue Recognition.
 A Summary of Revenue Recognition Methods Follows:
 Services/Products Provided
    
    Contract Type
    
    Method of Revenue RecognitionSatellite Payload Processing Support & Facilities
    
    Firm Fixed Price  Mission Specific
    
    Ratably, over the occupancy
period of a satellite within
the facility from arrival
through launchFirm Fixed Price  Guaranteed
Number of Missions
    
    For multi-year contract
payments recognized ratably
over the contract periodFacility Construction contracts
    
    Firm Fixed Price
    
    Percentage-of-completion based
on costs incurredEngineering Services
    
    Cost Reimbursable
Award/Fixed Fee
    
    Reimbursable costs incurred plus
award/fixed feeCommercial Products
    
    Specific Purchase
Order Based
    
    At shipment
  Long-Lived Asset.
 Use of Estimates
  Deferred Revenue
  Share Based Compensation
  Noncontrolling Interest
  17




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State of Texas Funding
 st st
 CONSOLIDATED RESULTS OF OPERATIONS
 Results of Operations for the Years Ended June 30, 2010 and 2009
  Year Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    VarianceRevenue
    
    $
    27,979
    
    
    $
    31,985
    
    
    $
    (4,006
    )Gross profit
    
    
    15,121
    
    
    
    16,262
    
    
    
    (1,141
    )Gross margin
    
    
    54
    %
    
    
    51
    %
    
    
    3
    %Selling, general and administrative
    
    
    12,170
    
    
    
    9,760
    
    
    
    2,410Research and development
    
    
    2,798
    
    
    
    2,330
    
    
    
    468Total operating expenses
    
    
    14,968
    
    
    
    12,090
    
    
    
    2,878Income from operations
    
    
    153
    
    
    
    4,172
    
    
    
    (4,019
    )Gain on bond exchange
    
    
    
    
    
    
    665
    
    
    
    (665
    )Interest and other expense, net
    
    
    (459
    )
    
    
    (622
    )
    
    
    163Income (loss) before income taxes
    
    
    (306
    )
    
    
    4,215
    
    
    
    (4,521
    )Income tax (expense) benefit
    
    
    (22
    )
    
    
    510
    
    
    
    (532
    )Net income (loss)
    
    
    (328
    )
    
    
    4,725
    
    
    
    (5,053
    )Less: net loss attributable to noncontrolling interest
    
    
    (588
    )
    
    
    
    
    
    
    (588
    )Net income attributable to Astrotech Corporation
    
    $
    260
    
    
    $
    4,725
    
    
    $
    (4,465
    )
  Year Ended June 30,2010
    
    
    2009Revenue
    
    
    100
    %
    
    
    100
    %Cost of revenue
    
    
    46
    %
    
    
    49
    %Gross profit
    
    
    54
    %
    
    
    51
    %Operating expensesSelling, general and administrative
    
    
    44
    %
    
    
    31
    %Research and development
    
    
    10
    %
    
    
    7
    %Total operating expenses
    
    
    54
    %
    
    
    38
    %Income (loss) from operations
    
    
    1
    %
    
    
    13
    %Gain on bond exchange
    
    
    
    %
    
    
    2
    %Interest and other expense, net
    
    
    (2
    )%
    
    
    (2
    )%Income (loss) before income taxes
    
    
    (1
    )%
    
    
    13
    %Income tax (expense) benefit
    
    
    *
    
    
    
    2
    %Net income (loss)
    
    
    (1
    )%
    
    
    15
    %Less: net loss attributable to noncontrolling interest
    
    
    (2
    )%
    
    
    
    %Net income  attributable to Astrotech Corporation
    
    
    1
    %
    
    
    15
    %
 *
    
    Represents less than 1% of period revenue  18




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##### Table of Contents



Revenue.
  Year Ended June 30,(In thousands)
    
    2010
    
    
    2009ASO
    
    $
    27,979
    
    
    $
    31,856Spacetech
    
    
    
    
    
    
    129$
    27,979
    
    
    $
    31,985
 Gross Profit.
 Selling, General and Administrative Expense.
 Research and Development Expense. st
 Gain on bond exchange.
 Interest and Other expense, net.
  19




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##### Table of Contents



SEGMENT RESULTS OF OPERATIONS
  Year Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    VarianceRevenue
    
    $
    27,979
    
    
    $
    31,856
    
    
    $
    (3,877
    )Gross profit
    
    
    15,125
    
    
    
    16,338
    
    
    
    (1,213
    )Gross margin percentage
    
    
    54
    %
    
    
    51
    %
    
    
    3
    %Selling, general and administrative
    
    
    8,563
    
    
    
    8,739
    
    
    
    (176
    )Operating expenses
    
    
    8,563
    
    
    
    8,739
    
    
    
    (176
    )Interest and other expense, net
    
    
    (230
    )
    
    
    (254
    )
    
    
    24Income tax expense
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    6,332
    
    
    
    7,345
    
    
    
    (1,013
    )Less: net loss attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    Net income attributable to ASO
    
    $
    6,332
    
    
    $
    7,345
    
    
    $
    (1,013
    )
 Revenue.
 Gross Profit.
 Selling, General and Administrative Expense.
 Interest and other expense, net.
  Year Ended June 30,(In thousands)
    
    2010
    
    
    2009
    
    
    VarianceRevenue
    
    $
    
    
    
    $
    129
    
    
    $
    (129
    )Gross loss
    
    
    (4
    )
    
    
    (76
    )
    
    $
    72Gross margin percentage
    
    
    
    %
    
    
    (59
    )%
    
    
    59
    %Selling, general and administrative
    
    
    3,607
    
    
    
    1,021
    
    
    
    2,586Research and development
    
    
    2,798
    
    
    
    2,330
    
    
    
    468Operating expenses
    
    
    6,405
    
    
    
    3,351
    
    
    
    3,054Gain on notes repurchased
    
    
    
    
    
    
    665
    
    
    
    (665
    )Interest and other expense, net
    
    
    (229
    )
    
    
    (368
    )
    
    
    139Income tax expense
    
    
    (22
    )
    
    
    510
    
    
    
    (532
    )Net loss
    
    
    (6,660
    )
    
    
    (2,620
    )
    
    
    (4,040
    )Less: net loss attributable to noncontrolling interest
    
    
    (588
    )
    
    
    
    
    
    
    (588
    )Net loss attributable to Spacetech
    
    $
    (6,072
    )
    
    $
    (2,620
    )
    
    $
    (3,452
    )
  20




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##### Table of Contents



Revenue.
 Gross loss.
 Selling, General and Administrative Expense.
 Research
and Development Expense. st
 Interest and other expense, net.
 FINANCIAL CONDITION, CAPITAL RESOURCES, AND LIQUIDITY
 Balance Sheet
  Year Ended June 30,2010
    
    
    2009
    
    
    VarianceAssets:Current assets
    
    $
    14,964
    
    
    $
    17,600
    
    
    $
    (2,636
    )Property and equipment, net
    
    
    39,920
    
    
    
    40,226
    
    
    
    (306
    )Other assets, net
    
    
    19
    
    
    
    1,093
    
    
    
    (1,074
    )Total
    
    $
    54,903
    
    
    $
    58,919
    
    
    $
    (4,016
    )Liabilities and stockholders equity:Current debt
    
    $
    8,467
    
    
    $
    267
    
    
    $
    8,200Other current liabilities
    
    
    3,874
    
    
    
    8,915
    
    
    
    (5,041
    )Long-term debt
    
    
    
    
    
    
    8,435
    
    
    
    (8,435
    )Other long-term liabilities
    
    
    350
    
    
    
    754
    
    
    
    (404
    )Stockholders equity
    
    
    42,212
    
    
    
    40,548
    
    
    
    1,664Total
    
    $
    54,903
    
    
    $
    58,919
    
    
    $
    (4,016
    )
 Current assets.
  21




---



##### Table of Contents



Property and equipment, net.
 Other assets, net.
 Current
and long-term debt.
 Other current liabilities.
 Other
long-term liabilities.
 Liquidity and Capital Resources
 st
 June 30,2010
    
    
    2009Net cash provided by operating activities
    
    $
    4,437
    
    
    $
    4,972Net cash used in investing activities
    
    
    (1,829
    )
    
    
    (1,427
    )Net cash used in financing activities
    
    
    747
    
    
    
    (1,455
    )Net increase in cash and cash equivalents
    
    $
    3,355
    
    
    $
    2,090
 Operating Activities
   Assets.
 Liabilities.
  22




---



##### Table of Contents



Investing Activities
  Financing Activities
 st
 Debt
Facilities.
  Contractual Obligations
 Leases
  Payments due by periodLess than
    
    
    
    
    
    
    
    
    
    
    More than 5Contractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsLong-Term Debt Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Capital Lease Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    $
    885
    
    
    $
    616
    
    
    $
    269
    
    
    
    
    
    
    
    Purchase Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
Long-Term Liabilities Reflected on
the Registrants Balance
Sheet under GAAP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    885
    
    
    $
    616
    
    
    $
    269
    
    
    
    
    
    
    
    
   23




---



##### Table of Contents



Construction Contract Contingency
  State of Texas Funding
 st st
 Off-Balance Sheet Arrangements
  
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
  
 Item 8. Financial Statements and Supplementary Data.
  24




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    
  25




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 
   June 30,2010
    
    
    2009AssetsCurrent assetsCash and cash equivalents
    
    $
    8,085
    
    
    $
    4,730Accounts receivable, net
    
    
    5,676
    
    
    
    12,279Prepaid expenses and other current assets
    
    
    528
    
    
    
    591Short term note receivable
    
    
    675
    
    
    
    Total current assets
    
    
    14,964
    
    
    
    17,600Property and equipment, net
    
    
    39,920
    
    
    
    40,226Long term note receivable
    
    
    
    
    
    
    691Other assets, net
    
    
    19
    
    
    
    402Total assets
    
    $
    54,903
    
    
    $
    58,919Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    
    859
    
    
    
    2,965Accrued liabilities and other
    
    
    2,083
    
    
    
    2,356Deferred revenue
    
    
    854
    
    
    
    3,594Senior convertible subordinated notes payable  5.5%
    
    
    5,111
    
    
    
    Term note payable
    
    
    3,356
    
    
    
    267Other
    
    
    78
    
    
    
    Total current liabilities
    
    
    12,341
    
    
    
    9,182Deferred revenue
    
    
    350
    
    
    
    649Other liabilities
    
    
    
    
    
    
    105Senior convertible subordinated notes payable  5.5%
    
    
    
    
    
    
    5,111Term note payable, net of current portion
    
    
    
    
    
    
    3,324Total liabilities
    
    
    12,691
    
    
    
    18,371Commitments and contingencies (Note 12)
    
    
    
    
    
    
    Stockholders equityPreferred stock, no par value, convertible, 2,500,000 authorized shares, 0 issued and outstanding shares, at June 30, 2010 and 2009
    
    
    
    
    
    
    Common
stock, no par value, 75,000,000 and 75,000,000 shares authorized at June 30, 2010 and 2009 respectively, 17,081,543 and
16,754,378 shares issued at June 30, 2010 and 2009, respectively
    
    
    183,515
    
    
    
    183,341Treasury stock, 311,660 shares at cost
    
    
    (237
    )
    
    
    (237
    )Additional paid-in capital
    
    
    639
    
    
    
    1,663Retained deficit
    
    
    (143,959
    )
    
    
    (144,219
    )Noncontrolling interest
    
    
    2,254
    
    
    
    Total stockholders equity
    
    
    42,212
    
    
    
    40,548Total liabilities and stockholders equity
    
    $
    54,903
    
    
    $
    58,919
   26




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 
   Year Ended June 30,2010
    
    
    2009Revenue
    
    $
    27,979
    
    
    $
    31,985Costs of revenue
    
    
    12,858
    
    
    
    15,723Gross profit
    
    
    15,121
    
    
    
    16,262Operating expensesSelling, general and administrative
    
    
    12,170
    
    
    
    9,760Research and development
    
    
    2,798
    
    
    
    2,330Total operating expenses
    
    
    14,968
    
    
    
    12,090Income from operations
    
    
    153
    
    
    
    4,172Gain on bond exchange
    
    
    
    
    
    
    665Interest and other expense, net
    
    
    (459
    )
    
    
    (622
    )Income (loss) before income taxes
    
    
    (306
    )
    
    
    4,215Income tax benefit (expense)
    
    
    (22
    )
    
    
    510Net income (loss)
    
    
    (328
    )
    
    
    4,725Less: Net loss attributable to noncontrolling interest
    
    
    (588
    )
    
    
    Net income attributable to Astrotech Corporation
    
    $
    260
    
    
    $
    4,725Net income per share, basic
    
    $
    0.02
    
    
    $
    0.29Weighted average common shares outstanding, basic
    
    
    16,567
    
    
    
    16,365Net income per share, diluted
    
    $
    0.01
    
    
    $
    0.28Weighted average common shares outstanding, diluted
    
    
    18,283
    
    
    
    16,904
   27




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 
   Common Stock
    
    
    Treasury
    
    
    Additional
    
    
    
    
    
    
    Non-
    
    
    TotalNumber of
    
    
    
    
    
    
    Stock
    
    
    Paid- In
    
    
    Accumulated
    
    
    Controlling
    
    
    StockholdersShares
    
    
    Amount
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Interest
    
    
    EquityBalance at June 30, 2008
    
    
    14,954
    
    
    $
    183,306
    
    
    $
    (117
    )
    
    $
    691
    
    
    $
    (148,944
    )
    
    $
    
    
    
    $
    34,936Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    972
    
    
    
    
    
    
    
    
    
    
    
    972Treasury stock purchase
    
    
    (312
    )
    
    
    
    
    
    
    (120
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (120
    )Exercise of stock options
    
    
    38
    
    
    
    35
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35Restricted
stock issuance
    
    
    1,763Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,725
    
    
    
    
    
    
    
    4,725Balance at June 30, 2009
    
    
    16,443
    
    
    $
    183,341
    
    
    $
    (237
    )
    
    $
    1,663
    
    
    $
    (144,219
    )
    
    $
    
    
    
    $
    40,548Stock based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    862
    
    
    
    
    
    
    
    116
    
    
    
    978Exercise of stock options
    
    
    283
    
    
    
    174
    
    
    
    
    
    
    
    (60
    )
    
    
    
    
    
    
    
    
    
    
    114Restricted
stock issuance
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of restricted stock and warrants in subsidiaries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,826
    )
    
    
    
    
    
    
    1,826
    
    
    
    State of Texas Funding
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    900
    
    
    
    900Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    260
    
    
    
    (588
    )
    
    
    (328
    )Balance at June 30, 2010
    
    
    16,770
    
    
    $
    183,515
    
    
    $
    (237
    )
    
    $
    639
    
    
    $
    (143,959
    )
    
    $
    2,254
    
    
    $
    42,212
   28




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##### Table of Contents



ASTROTECH CORPORATION AND SUBSIDIARIES
 
   Year Ended June 30,2010
    
    

2009Cash flows from operating activitiesNet income (loss)
    
    $
    (328
    )
    
    $
    4,725Adjustments to reconcile net income (loss) to net cash provided
by operating activities:Stock-based compensation
    
    
    978
    
    
    
    338Depreciation and amortization
    
    
    2,135
    
    
    
    2,209Gain on note repurchase
    
    
    
    
    
    
    (665
    )Other
    
    
    
    
    
    
    171Changes in assets and liabilities:Restricted cash
    
    
    
    
    
    
    8,386Accounts receivable
    
    
    6,603
    
    
    
    (8,407
    )Deferred revenue
    
    
    (3,039
    )
    
    
    2,009Accounts payable
    
    
    (2,106
    )
    
    
    365Advances for construction contract
    
    
    
    
    
    
    (4,863
    )Other assets and liabilities
    
    
    194
    
    
    
    704Net cash provided by operating activities
    
    
    4,437
    
    
    
    4,972Cash flows from investing activitiesPurchases of property, equipment and leasehold improvements
    
    
    (1,829
    )
    
    
    (1,427
    )Net cash used in investing activities
    
    
    (1,829
    )
    
    
    (1,427
    )Cash flows from financing activitiesState of Texas Funding
    
    
    900
    
    
    
    Proceeds from issuance of common stock
    
    
    114
    
    
    
    17Senior convertible note repurchase
    
    
    
    
    
    
    (1,085
    )Term loan payment
    
    
    (267
    )
    
    
    (267
    )Purchase of treasury stock
    
    
    
    
    
    
    (120
    )Net cash provided by (used in) financing activities
    
    
    747
    
    
    
    (1,455
    )Net change in cash and cash equivalents
    
    
    3,355
    
    
    
    2,090Cash and cash equivalents at beginning of period
    
    
    4,730
    
    
    
    2,640Cash and cash equivalents at end of period
    
    $
    8,085
    
    
    $
    4,730Supplemental disclosures of cash flow informationCash paid for interest
    
    $
    469
    
    
    $
    569Cash paid for income taxes
    
    $
    
    
    
    $
    
   29




---



##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) Description of the Company and Operating Environment
  st
 Our Business Units
 Astrotech Space Operations
 Spacetech st st st st
 st
  30




---



##### Table of Contents



Liquidity
 st
    Balance
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal Year6/30/2010
    
    

2011
    
    

2012
    
    

2013
    
    

2014
    
    

2015Term Note
    
    $
    3,356
    
    
    $
    3,356
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Senior Convertible
Notes Payable  5.5%
    
    
    5,111
    
    
    
    5,111
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,467
    
    
    $
    8,467
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  (2) Summary of Significant Accounting Policies
 Principles of Consolidation and Basis of Presentation
  Use of Estimates
  Reclassifications
  Credit Risk
   31




---



##### Table of Contents



Revenue Recognition
  A Summary of Revenue Recognition Methods Follows:
 Services/Products Provided
    
    Contract Type
    
    Method of Revenue RecognitionSatellite Payload Processing
Support & Facilities
    
    Firm Fixed Price 
Mission Specific
    
    Ratably, over the occupancy
period of a satellite within
the facility from arrival
through launchFirm Fixed Price 
Guaranteed Number
of Missions
    
    For multi-year contract
payments recognized ratably
over the contract periodFacility Construction contracts
    
    Firm Fixed Price
    
    Percentage-of-completion based
on costs incurredEngineering Services
    
    Cost Reimbursable
Award/Fixed Fee
    
    Reimbursable costs incurred plus
award/fixed feeCommercial Products
    
    Specific Purchase
Order Based
    
    At shipment
  Deferred Revenue
  Research and Development
  Income Taxes
   32




---



##### Table of Contents



Net Income  Per Share
  Cash and Cash Equivalents
  Accounts Receivable
  Property and Equipment
    Deferred Financing Costs
  Investments in Affiliates
  Impairment of Long-Lived Assets
   33




---



##### Table of Contents



Fair Value of Financial Instruments
  Share Based Compensation
  Noncontrolling Interest
  State of Texas Funding
 st st
 st
 st
  34




---



##### Table of Contents



(3) Accounts Receivable
  2010
    
    
    2009U.S. Government contracts:Billed
    
    $
    2,123
    
    
    $
    6,274Unbilled
    
    
    836
    
    
    
    4,926Total U.S. Government contracts
    
    $
    2,959
    
    
    $
    11,200Commercial contracts:Billed
    
    $
    1,926
    
    
    $
    254Unbilled
    
    
    791
    
    
    
    825Total commercial contracts
    
    $
    2,717
    
    
    $
    1,079Total accounts receivable
    
    $
    5,676
    
    
    $
    12,279
   (4) Property & Equipment
  June 30,2010
    
    
    2009Flight Assets
    
    $
    49,210
    
    
    $
    49,210Payload Processing Facilities
    
    
    44,457
    
    
    
    42,652Furniture, Fixtures, Equipment & Leasehold Improvements
    
    
    19,611
    
    
    
    18,810Capital Improvements in Progress
    
    
    108
    
    
    
    885Gross Property and Equipment
    
    
    113,386
    
    
    
    111,557Accumulated Depreciation
    
    
    (73,466
    )
    
    
    (71,331
    )Property and Equipment, net
    
    $
    39,920
    
    
    $
    40,226
  (5) Debt
 Revolving Loan Payable
  Convertible Subordinated Notes Payable
   35




---



##### Table of Contents



(6) Fair Value of Financial Instruments
  June 30, 2010
    
    
    June 30, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueTerm loan payable
    
    $
    3,356
    
    
    $
    3,356
    
    
    $
    3,591
    
    
    $
    3,591Senior Convertible Notes Payable  5.5%
    
    $
    5,111
    
    
    $
    4,808
    
    
    $
    5,111
    
    
    $
    2,650
  (7) Business Concentration
  (8) Common Stock Incentive, Stock Purchase Plans and Other Compensation Plans
  The 1994 Plan (1994 Plan)
  The Directors Stock Option Plan (Directors Plan)
  Space Media, Inc. Stock Option Plan
  2008 Stock Incentive Plan (2008 Plan)
   36




---



##### Table of Contents



1st Detect
 st st
 Astrogenetix
  Stock Option Activity Summary
  Shares
    
    
    Weighted Average(in thousands)
    
    
    Exercise PriceOutstanding at June 30, 2009
    
    
    1,125
    
    
    $
    2.27Granted
    
    
    
    
    
    
    Exercised
    
    
    (271
    )
    
    
    0.43Cancelled or expired
    
    
    (109
    )
    
    
    12.54Outstanding at June 30, 2010
    
    
    745
    
    
    $
    1.45
  Optionsoutstanding
    
    
    
    
    
    
    
    
    
    
    OptionsWeighted-
    
    
    
    
    
    
    
    
    
    
    exercisableAverage
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Remaining
    
    
    Average
    
    
    
    
    
    
    AverageNumber
    
    
    Contractual
    
    
    Exercise
    
    
    Number
    
    
    ExerciseRange of exercise prices
    
    Outstanding
    
    
    Life (years)
    
    
    Price
    
    
    Exercisable
    
    
    Price$0.30  0.45
    
    
    705,741
    
    
    
    4.4
    
    
    
    0.40
    
    
    
    520,741
    
    
    
    0.41$4.40  11.50
    
    
    17,600
    
    
    
    3.4
    
    
    
    9.07
    
    
    
    16,400
    
    
    
    8.89$14.30  26.00
    
    
    14,100
    
    
    
    2.6
    
    
    
    21.27
    
    
    
    14,100
    
    
    
    21.27$34.38  48.75
    
    
    8,200
    
    
    
    0.3
    
    
    
    41.57
    
    
    
    8,200
    
    
    
    41.57$0.30  48.75
    
    
    745,641
    
    
    
    4.3
    
    
    $
    1.45
    
    
    
    559,441
    
    
    $
    1.79
   37




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##### Table of Contents



Restricted Stock
   WeightedAverageShares
    
    
    Grant-Date(in thousands)
    
    
    Fair ValueNon-vested at June 30, 2009
    
    
    243
    
    
    $
    0.52Granted
    
    
    2,406
    
    
    
    1.27Vested
    
    
    (44
    )
    
    
    0.50Cancelled or expired
    
    
    (269
    )
    
    
    1.63Non-vested at June 30, 2010
    
    
    2,336
    
    
    $
    1.17
 Restricted Stock 1st Detect
  st
 WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at June 30, 2009
    
    
    
    
    
    $
    Granted
    
    
    1,180
    
    
    
    212.00Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    
    
    
    
    Non-vested at June 30, 2010
    
    
    1,180
    
    
    $
    212.00
 Restricted Stock Astrogenetix
   Other Stock Based Incentive Awards
 WeightedAverageGrant-DateShares
    
    
    Fair ValueNon-vested at June 30, 2009
    
    
    
    
    
    $
    Granted
    
    
    1,950
    
    
    
    167.00Vested
    
    
    
    
    
    
    Cancelled or expired
    
    
    (400
    )
    
    
    167.00Non-vested at June 30, 2010
    
    
    1,550
    
    
    $
    167.00
  38




---



##### Table of Contents



Fair Value of Stock Based Compensation
  Astrotech
    
    
    SpacetechYear ended June 30,
    
    
    Year ended June 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Expected Dividend Yield
    
    
    
    %
    
    
    0
    %
    
    
    0
    %
    
    
    
    %Expected Volatility
    
    
    
    
    
    
    1.15
    
    
    
    1.43
    
    
    
    Risk-Free Interest Rates
    
    
    
    %
    
    
    2.7
    %
    
    
    0.9
    %
    
    
    
    %Expected Option Life (in years)
    
    
    
    
    
    
    3.55
    
    
    
    2.00
    
    
    
    
  
    
    We estimated volatility using our historical share price performance over
the last ten years. Management believes the historical estimated volatility
is materially indicative of expectations about expected future volatility.
    
    We use the simplified method to estimate expected lives for options granted.
    
    The risk-free interest rate is based on the U.S. Treasury yield  in
effect at the time of grant for the expected term of the option.
    
    The expected dividend yield is based on our current dividend yield and the
best estimate of projected dividend yield for future periods within the
expected life of the option.
 Cash Based Long Term Incentive Awards
   39




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##### Table of Contents



Securities Repurchase Program
   (9) Income Taxes
  Year Ended June 30,2010
    
    
    2009CurrentFederal
    
    $
    
    
    
    $
    (202
    )State and local
    
    
    22
    
    
    
    (308
    )Foreign
    
    
    
    
    
    
    $
    22
    
    
    $
    (510
    )DeferredFederal
    
    
    
    
    
    
    State and local
    
    
    
    
    
    
    Foreign
    
    
    
    
    
    
    $
    22
    
    
    $
    (510
    )
  40




---



##### Table of Contents



Year Ended June 30,2010
    
    
    2009Expected expense (benefit)
    
    $
    (104
    )
    
    $
    1,433Alternative minimum tax and state tax expense
    
    
    22
    
    
    
    123Debt exchange
    
    
    
    
    
    
    (210
    )Adjustment
from prior year tax filings
    
    
    
    
    
    
    (633
    )Change in valuation allowance
    
    
    (186
    )
    
    
    (1,482
    )Stock compensation
    
    
    207
    
    
    
    126Other permanent items
    
    
    83
    
    
    
    133Total
    
    $
    22
    
    
    $
    (510
    )The
Companys deferred tax assets as of June 30, 2010 and 2009
consist of the following (in thousands):Deferred tax assets:Net operating loss carryforwards
    
    $
    12,410
    
    
    $
    12,500Alternative minimum tax credit
carryforwards
    
    
    689
    
    
    
    687Accrued expenses and other timing
    
    
    85
    
    
    
    113Total gross deferred tax assets
    
    $
    13,184
    
    
    $
    13,300Less  valuation allowance
    
    
    (12,789
    )
    
    
    (12,975
    )Net deferred tax assets
    
    $
    395
    
    
    $
    325Deferred tax liabilities:Property and equipment, principally
due to differences in depreciation
    
    
    (395
    )
    
    
    (325
    )Total gross deferred tax liabilities
    
    $
    (395
    )
    
    $
    (325
    )Net deferred tax assets (liabilities)
    
    $
    
    
    
    $
    
      41




---



##### Table of Contents



(10) Net Income Per Share
  Year Ended June 30,2010
    
    
    2009Numerator:Net income basic
    
    $
    260
    
    
    $
    4,725Dilutive share based payments
    
    
    
    
    
    
    21Net income diluted
    
    $
    260
    
    
    $
    4,746Denominator:Denominator for basic net income per
share  weighted average common stock
outstanding
    
    
    16,567
    
    
    
    16,365Dilutive common stock equivalents 
common stock options and share-based
awards
    
    
    1,716
    
    
    
    539Denominator for diluted net income
per share weighted average common
stock outstanding and dilutive common
stock equivalents
    
    
    18,283
    
    
    
    16,904Basic net income per share
    
    $
    0.02
    
    
    $
    0.29Diluted net income per share
    
    $
    0.01
    
    
    $
    0.28
   (11) Employee Benefit Plans
   42




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##### Table of Contents



(12) Commitments
and Contingencies
 Leases
  OperatingYear ending June 30,
    
    Leases2011
    
    
    6162012
    
    
    2562013
    
    
    132014
    
    
    2015
    
    
    2016 and thereafter
    
    
    Subtotal
    
    $
    885
  Construction Contract Contingency
  State of Texas Funding
 st st
 Employment
Contracts
  (13) State of Texas Funding
 st st st st
 st
  43




---



##### Table of Contents



st st st st st
  (14) Segment Information
   Income (loss)
    
    
    Net Fixed
    
    
    Depreciation &
    
    
    TotalRevenue
    
    
    before income taxes
    
    
    Assets
    
    
    Amortization
    
    
    AssetsASO
    
    $
    27,979
    
    
    $
    6,332
    
    
    $
    39,670
    
    
    $
    2,025
    
    
    $
    48,670Spacetech
    
    
    
    
    
    
    (6,638
    )
    
    
    250
    
    
    
    110
    
    
    
    6,233Total
    
    $
    27,979
    
    
    $
    (306
    )
    
    $
    39,920
    
    
    $
    2,135
    
    
    $
    54,903
  Income (loss)
    
    
    Net Fixed
    
    
    Depreciation &
    
    
    TotalRevenue
    
    
    before income taxes
    
    
    Assets
    
    
    Amortization
    
    
    AssetsASO
    
    $
    31,856
    
    
    $
    7,345
    
    
    $
    40,051
    
    
    $
    2,073
    
    
    $
    52,595Spacetech
    
    
    129
    
    
    
    (3,130
    )
    
    
    175
    
    
    
    136
    
    
    
    6,324Total
    
    $
    31,985
    
    
    $
    4,215
    
    
    $
    40,226
    
    
    $
    2,209
    
    
    $
    58,919
 (15) Strategic Financial and Business Alternatives
  (16) Board of Director Resignation
   44




---



##### Table of Contents



(17) Related Party Transactions
  Senior Convertible Note Repurchase
  Directors Compensation
  James D. Royston
  (18) Adverse Event
   (19) NASDAQ Listing Qualifications
   (20) Subsequent Events
   45




---



##### Table of Contents



(21)
Recent Accounting Pronouncements
 Business Combinations Business Combinations.
 Generally Accepted Accounting Principles The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a
replacement of FASB Statement No 162
 Amendments to FASB Interpretation No. 46(R),
 Fair Value Measurements and Disclosures Improving Disclosures about Fair Value Measurements
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
   46




---



##### Table of Contents



Item 9A. Controls and Procedures.
   Managements Report on Internal Control over Financial Reporting
   
 Item 9B. Other Information.
   47




---



##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
   Age as of
    
    
    DirectorCurrent Directors **
    
    Principal Occupation
    
    June 30, 2010
    
    
    SinceThomas B. Pickens, III
    
    Chairman and Chief Executive
Officer of Astrotech Corporation
    
    
    53
    
    
    
    2004Mark Adams*
    
    Founder, President and CEO,
Advocate MD Financial Group, Inc.
    
    
    48
    
    
    
    2007John A. Oliva*
    
    Managing Principal, Capital City
Advisors, Inc.
    
    
    54
    
    
    
    2008William F. Readdy*
    
    Founder, Discovery Partners,
International LLC
    
    
    58
    
    
    
    2008Sha-Chelle Devlin Manning*
    
    Managing Director, Nanoholdings LLC
    
    
    42
    
    
    
    2009
 *
    
    Indicates an independent director**
    
    Lance W. Lord served as a member of the Board of Directors during the time from the 2009 Annual
Meeting through his resignation on June 18, 2010. Current Directors
 Thomas B. Pickens, III
   48




---



##### Table of Contents



Mark Adams
  John A. Oliva
   William F. Readdy
   Atlantis Mir
 Columbia
   49




---



##### Table of Contents



Sha-Chelle Manning
 www.vvmf.org
   Executive Officers and Key Employees of the Company who are Not Directors
  WithAge as of
    
    
    CompanyName
    
    Position(s)
    
    June 30, 2010
    
    
    SinceJohn M. Porter
    
    Senior Vice President,
Chief Financial Officer, Treasurer
and Secretary
    
    
    38
    
    
    
    2008Don M. White Jr.
    
    Senior Vice President, GM
of Astrotech Space
Operations
    
    
    47
    
    
    
    2005
 James Royston served as President until his termination from Astrotech Corporation in July 2010.  John M. Porter
    50




---



##### Table of Contents



Don M. White Jr.
    Operations of the Board of Directors
 Board Member Attendance at Annual Meeting of Stockholders
  Meetings and Committees of the Board of Directors
  Director Nomination Process
    
    
    the candidates independence;
    
    the candidates depth of business experience;
    
    the candidates availability to serve;
  51




---



##### Table of Contents




    
    the candidates integrity and personal and professional ethics;
    
    the balance of the business experience on the Board as a whole; and
    
    the need for specific expertise on the Board.
  Committees of the Board of Directors
   The Corporate Governance and Nominating Committee
   52




---



##### Table of Contents



The Audit Committee
   The Compensation Committee
  Code of Ethics and Business Conduct
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 Item 11.
Executive Compensation.
 Compensation Discussion and Analysis
 Overview
   53




---



##### Table of Contents



Guiding Principles
  
    
    Establish target compensation levels that are competitive within the industries and the
markets in which we compete for executive talent;
 
    
    Structure executive compensation so that our executives share in Astrotechs successes and
failures by correlating compensation with target levels based upon business performance;
 
    
    Link pay to performance by making a percentage of total executive compensation variable, or
at risk, through an annual determination of performance-based incentive compensation;
 
    
    Align a portion of executive pay with shareholder interests through equity awards; and
 
    
    Maintain a company-wide entrepreneurial atmosphere by minimizing special executive only
benefits or prerequisites.
 Operation of the Compensation Committee
   The Compensation Program
  
    
    Base salary;
 
    
    Short-term cash incentives;
 
    
    Long-term performance-based and other equity awards; and
 
    
    Other benefits.
  Other Considerations in Determining Executive Compensation
   54




---



##### Table of Contents



Role of the Compensation Committee and CEO in Determining Executive Compensation
  Base Salary
  Short-term Cash Incentives
   
    
    Individual Performance  A Payout Percentage of up to 33% of the individuals total
bonus is based upon the officer or employees performance of his job responsibilities and
achievement of individual goals as determined through the annual performance review process.
 
    
    Business Unit Performance  A Payout Percentage of up to 33% of the individuals
total bonus is to be awarded based upon the financial performance of the officer or employees
business unit based upon net income, relative to the approved budget for the fiscal year.
 
    
    Corporate Performance  A Payout Percentage of up to 33% of the individuals total
bonus is to be awarded based upon the financial performance of the Company, as measured by
comparing the approved budget of revenue, net income and backlog to actual results for the
fiscal year.
  Long-term Non-cash Incentive Awards
    55




---



##### Table of Contents



Benefits
  Indemnification Agreements
  Post-Termination Compensation
   Stock Ownership Guidelines
  Tax Deductibility Policy
  Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
  
  56




---



##### Table of Contents



Executive Compensation
  Summary Compensation Table
 SpacetechName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Incentive
    
    
    All OtherPrincipal
    
    
    
    
    
    
    
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Awards
    
    
    CompensationPosition
    
    Year
    
    
    Salary ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(4)
    
    
    ($)(5)
    
    
    Total ($)Thomas B. Pickens, III;
    
    
    2010
    
    
    
    380,000
    
    
    
    57,000
    
    
    
    
    
    
    
    
    
    
    
    361,782
    
    
    
    24,091
    
    
    
    822,873Chief Executive Officer
    
    
    2009
    
    
    
    360,000
    
    
    
    200,000
    
    
    
    847,500
    
    
    
    
    
    
    
    
    
    
    
    11,974
    
    
    
    1,419,474John M. Porter (6);
    
    
    2010
    
    
    
    250,000
    
    
    
    37,500
    
    
    
    
    
    
    
    
    
    
    
    227,704
    
    
    
    11,900
    
    
    
    527,104Chief Finance Officer
    
    
    2009
    
    
    
    142,500
    
    
    
    100,000
    
    
    
    339,000
    
    
    
    30,040
    
    
    
    
    
    
    
    7,378
    
    
    
    618,918Don M. White(7);
    
    
    2010
    
    
    
    200,470
    
    
    
    91,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,703
    
    
    
    302,173Sr. VP, GM of Astrotech Space Operations
    
    
    2009
    
    
    
    184,765
    
    
    
    92,383
    
    
    
    84,750
    
    
    
    14,160
    
    
    
    
    
    
    
    9,879
    
    
    
    385,937James D. Royston(8);
    
    
    2010
    
    
    
    210,000
    
    
    
    150,000
    
    
    
    185,000
    
    
    
    
    
    
    
    50,100
    
    
    
    8,958
    
    
    
    604,058President
    
    
    2009
    
    
    
    210,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    813
    
    
    
    210,813Lance W. Lord(9);
    
    
    2010
    
    
    
    240,000
    
    
    
    75,000
    
    
    
    370,000
    
    
    
    
    
    
    
    
    
    
    
    24,072
    
    
    
    709,072Former Chief Executive Officer, Astrotech Space Operations
    
    
    2009
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    703
    
    
    
    225,703Brian K. Harrington;
    
    
    2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Former Chief Financial Officer
    
    
    2009
    
    
    
    207,692
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,556
    
    
    
    293,248
 (1)
    
    See narrative on Short-term Cash Incentives: Bonus was awarded in August 2010, for
performance in fiscal year 2010, except for Mr. Royston and Mr. Lord who received payment in November 2009.(2)
    
    See narrative on Long-term Incentive Non-cash Awards: Includes restricted stock granted on
August 19, 2009 of 750,000 shares to Mr. Pickens, 300,000 shares to Mr. Porter and 75,000
shares to Mr. White. On November 13, 2009, Mr. Royston received 100,000 shares of restricted stock and Mr. Lord
received 200,000 shares of restricted stock.(3)
    
    Option awards are valued using a Black-Scholes option pricing model at the grant date. (4)
    
    Consists of grants of restricted stock and warrants for Astrogenetix
and 1st Detect. On January 19, 2010, Mr. Pickens received 500 shares of restricted
stock and 1,000 warrants in Astrogenetix, Mr. Porter received 400 shares of restricted stock
and 800 warrants in Astrogenetix and Mr. Royston received 300 shares of restricted stock in
Astrogenetix. On January 19, 2010, Mr. Pickens received 300 shares of restricted stock and
680 warrants in 1st Detect and Mr. Porter received 200 shares of restricted stock
and 180 warrants in 1st Detect.(5)
    
    See Schedule of All Other Compensationthat follows for further detail.(6)
    
    Mr. Porter began
employment with Astrotech in October 2008. His
annual salary was $195,000 in fiscal 2009.(7)
    
    In addition to his fiscal
year 2010 performance bonus of $75,000, Mr. White was awarded a bonus of
$16,000 in February 2010 in recognition of his efforts  which resulted in the timely
completion of ASOs new 5-meter processing facility at VAFB.(8)
    
    Mr. Royston was terminated on July 13, 2010.(9)
    
    Mr. Lord was appointed Chief Executive Officer of Astrotech Space Operations in June 2008.
Prior to that time, Mr. Lord was a member of the Board of Directors. Mr. Lord resigned from
Astrotech Corporation effective June 18, 2010. Schedule of All Other Compensation for Fiscal Year 2010
 401(K) PlanCompany
    
    
    SupplementalMatching
    
    
    Disability InsuranceNamed Executive
    
    Contributions
    
    
    Premium
    
    
    
    
    
    TotalOfficer
    
    ($)
    
    
    ($)
    
    

Other
Benefits ($)
    
    
    ($)Thomas B. Pickens, III(1)
    
    
    9,952
    
    
    
    1,578
    
    
    
    12,561
    
    
    
    24,091John M. Porter
    
    
    10,894
    
    
    
    1,006
    
    
    
    
    
    
    
    11,900Don M. White
    
    
    9,903
    
    
    
    800
    
    
    
    
    
    
    
    10,703James D.
Royston(2)
    
    
    8,077
    
    
    
    881
    
    
    
    
    
    
    
    8,958Lance W.
Lord(3)
    
    
    
    
    
    
    995
    
    
    
    23,077
    
    
    
    24,072
 (1)
    
    Mr. Pickens employement
contract includes a car allowance of $1,000 per month. Astrotech paid
$561 for a healthclub membership for Mr. Pickens during fiscal 2010.(2)
    
    Mr. Royston was terminated
on July 13, 2010.(3)
    
    Mr. Lord resigned as Chief Executive Officer of Astrotech Space Operations in June 2010.
Included in Other Benefits is
accrued  vacation paid upon his resignation.  57




---



##### Table of Contents



Fiscal Year 2010 Grants of Plan-Based Awards
  All OtherEstimated Future
    
    
    StockPayouts Under Non-
    
    
    Awards:Equity Incentive Plan
    
    
    Number of
    
    
    Spacetech

    
    
    
    
    
    
    Grant Date
    
    
    GrantAwards
    
    
    Shares
    
    
    Restricted
    
    
    Spacetech
    
    
    Fair Value
    
    
    Date ofTarget
    
    
    Maximum
    
    
    Restricted
    
    
    Stock
    
    
    Warrants
    
    
    of Equity
    
    
    EquityName
    
    ($)(1)
    
    
    ($)(1)
    
    
    Stock (#)(2)
    
    
    (#)(3)
    
    
    (#)(3)
    
    
    ($)
    
    
    AwardsThomas B. Pickens, III
    
    
    119,700
    
    
    
    199,500
    
    
    
    
    
    
    
    800
    
    
    
    1,680
    
    
    
    361,782
    
    
    January 19, 2010John M. Porter
    
    
    82,500
    
    
    
    137,500
    
    
    
    
    
    
    
    600
    
    
    
    980
    
    
    
    227,704
    
    
    January 19, 2010Don M. White
    
    
    67,500
    
    
    
    112,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James D. Royston(4)
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    300
    
    
    
    
    
    
    
    235,100
    
    
    November 13, 2009 &January 19, 2010Lance Lord(5)
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    370,000
    
    
    November 13, 2009
 No options were awarded to
NEOs during fiscal year 2010.(1)
    
    Estimated bonus for Mr. Pickens, Mr. Porter, and Mr. White are computed at a maximum of
50% of base salary. Estimated target bonus percentage is 30% of base salary.(2)
    
    Represents restricted stock
granted to Mr. Royston on November
13, 2009.(3)
    
    Represents Astrogenetix and
1st Detect restricted stock and warrants granted to Mr. Pickens, Mr.
Porter and Mr. Royston on January 19, 2010.(4)
    
    Mr. Royston was terminated from Astrotech on July 13, 2010.(5)
    
    Mr. Lord resigned from Astrotech on June 18, 2010. Employment Agreements
    Awards
 st st
  Salary and Bonus in Proportion to Total Compensation
   58




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year 2010 End
  Schedule of Outstanding Equity Awards
 Option Awards & WarrantsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    OptionOptions (#)
    
    
    Options (#)
    
    
    Exercise
    
    
    SpacetechName
    
    Exercisable(1)
    
    
    Unexercisable(2)
    
    
    Price ($)
    
    
    Warrants (#)(3)
    
    
    Expiration DateThomas B. Pickens, III(3)
    
    
    100,000
    
    
    
    
    
    
    
    0.45
    
    
    
    
    
    
    
    07/18/20101,000
    
    
    
    
    
    
    
    20.80
    
    
    
    
    
    
    
    12/01/2011500
    
    
    
    
    
    
    
    7.70
    
    
    
    
    
    
    
    12/01/2012500
    
    
    
    
    
    
    
    7.20
    
    
    
    
    
    
    
    12/12/20131,680
    
    
    
    01/19/2017John M. Porter
    
    
    100,000
    
    
    
    
    
    
    
    0.35
    
    
    
    
    
    
    
    10/01/2018980
    
    
    
    01/19/2017Don M.
White(4)
    
    
    8,900
    
    
    
    
    
    
    
    0.45
    
    
    
    
    
    
    
    07/18/2010900
    
    
    
    300
    
    
    
    11.50
    
    
    
    
    
    
    
    08/09/201612,500
    
    
    
    37,500
    
    
    
    0.33
    
    
    
    
    
    
    
    10/06/2018James D.
Royston(5)
    
    
    75,000
    
    
    
    
    
    
    
    0.45
    
    
    
    
    
    
    
    07/18/2010300
    
    
    
    
    
    
    
    7.00
    
    
    
    
    
    
    
    09/17/2012400
    
    
    
    
    
    
    
    10.20
    
    
    
    
    
    
    
    08/07/20131,200
    
    
    
    
    
    
    
    24.10
    
    
    
    
    
    
    
    08/16/20141,200
    
    
    
    
    
    
    
    14.30
    
    
    
    
    
    
    
    08/03/20151,500
    
    
    
    500
    
    
    
    11.50
    
    
    
    
    
    
    
    08/09/2016
 (1)
    
    All exercisable options will expire 90 days after the date of an employees termination.(2)
    
    Options vest ratable over a four year period, with the exception of the July 18, 2009,
grants, which vested on January 15, 2009 and expired on July 18, 2010.(3)
    
    Spacetech warrants are unexercisable. Stock price is based on grant date fair value: $212.00 for 1st Detect and $167.00 for Astrogenetix.(4)
    
    All exercisable options with an expiration date of July 18, 2010 were exercised prior to expiration date.(5)
    
    All exercisable options with an expiration date of July 18, 2010
were exercised prior to expiration date. Mr. Royston was terminated
on July 13, 2010.  Schedule
of Vesting Astrotech Stock Option Grants
 Name
    
    08/09/2010
    
    
    10/06/2010
    
    
    10/06/2011
    
    
    10/06/2012Don M. White
    
    
    300
    
    
    
    12,500
    
    
    
    12,500
    
    
    
    12,500James D. Royston
    
    
    500
    
    
    
    
    
    
    
    
    
    
    
    
 Schedule
of Vesting Spacetech Warrant Grants
 Name
    
    01/19/2011
    
    
    01/19/2012Thomas B.
Pickens, III (1)
    
    
    840
    
    
    
    840John Porter (1)
    
    
    490
    
    
    
    490
 (1)
    
    Warrants granted to Mr.
Pickens and Mr. Porter in January 2010 for 1st Detect and Astrogenetix.  59




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##### Table of Contents



2010 Option Exercises and Stock Granted
  Restricted
    
    
    Spacetech Warrant
    
    
    Spacetech Restricted StockOption Awards
    
    
    Stock Awards
    
    
    Awards
    
    
    AwardsNumberof Shares
    
    
    Value
    
    
    Number
    
    
    
    
    
    
    Number
    
    
    Value
    
    
    NumberAcquired
    
    
    Realized
    
    
    of Shares
    
    
    Value
    
    
    of Shares
    
    
    Realized
    
    
    of Shares
    
    
    Valueon
    
    
    on
    
    
    Acquired
    
    
    Realized
    
    
    Acquired
    
    
    on
    
    
    Acquired
    
    
    RealizedName
    
    Exercise
    
    
    Exercise
    
    
    on Grant
    
    

on
Grant ($)
    
    
    on Grant
    
    

Grant
($)
    
    
    on Grant
    
    

on
Grant ($)Thomas B.
Pickens III(1)
    
    
    
    
    
    
    
    
    
    
    750,000
    
    
    
    847,500
    
    
    
    1,680
    
    
    
    214,682
    
    
    
    800
    
    
    
    147,100John M. Porter(1)
    
    
    
    
    
    
    
    
    
    
    300,000
    
    
    
    339,000
    
    
    
    980
    
    
    
    118,504
    
    
    
    600
    
    
    
    109,200James D.
Royston(2)
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    185,000
    
    
    
    
    
    
    
    
    
    
    
    300
    
    
    
    50,100Lance W.
Lord(3)
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    370,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    Awards of restricted stock vesting 33.33% on August 19, 2010, 33.33% on August 19, 2011,
and 33.33% on August 19, 2012.(2)
    
    Awards of restricted stock
vesting 33.33% on November 13, 2010, 33.33% on November 13,
2011, and 33.33% on November 13, 2012. Mr. Royston was
terminated on July 13, 2010.(3)
    
    Awards of restricted stock vesting 33.33% on November 13, 2010, 33.33% on November 13,
2011, and 33.33% on November 13, 2012. Mr. Lord resigned on
June 18, 2010.  Pension Benefits
   Potential Payments Upon Termination or Change in Control
   60




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##### Table of Contents



Termination Other Than After a Change in Control
  
    
    Death of the NEO;
    
    In the event of physical or mental disability where the NEO is unable to perform his/her
duties;
    
    For Cause or Material Breach where Cause is defined as conviction of certain crimes and/or
felonies, and Material Breach is defined to include certain specified failures to perform
duties or uphold fiduciary responsibilities; or
    
    Otherwise at the discretion of the Company and subject to the termination obligations set
forth in the employment agreement.
  
    
    Upon the death of the NEO;
    
    In the event of physical or mental disability where the NEO is unable to perform his/her
duties;
    
    Upon the Companys material reduction in the NEOs authority, perquisites, position, title
or responsibilities or other actions that would give the NEO the right to resign for Good
Reason; or
    
    Otherwise at the discretion of the NEO and subject to the termination obligations set forth
in the employment agreement.
  Termination after a Change in Control
   Payment Obligations Under Employment Agreements Upon Termination of Employment of NEO
    61




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##### Table of Contents



Thomas
B. Pickens, III
 ResignationResignation
    
    
    Termination
    
    
    for Goodfor Good
    
    
    for Other
    
    
    Reason orReason or
    
    
    Than Good
    
    
    TerminationTermination
    
    
    Reason or
    
    
    Without CauseBenefits and Payments
    
    Without
    
    
    Termination
    
    
    After Change-Upon Termination
    

Cause ($)(1)
    
    

With Cause ($)
    
    

in-Control ($)(2)
    
    

Disability ($)
    
    

Death ($)Compensation:Base Salary
    
    
    399,000
    
    
    
    
    
    
    
    598,500
    
    
    
    399,000
    
    
    
    399,000Bonus(3)
    
    
    99,750
    
    
    
    
    
    
    
    149,625
    
    
    
    99,750
    
    
    
    99,750Equity(4):Restricted Stock
    
    
    930,000
    
    
    
    
    
    
    
    930,000
    
    
    
    930,000
    
    
    
    930,000Spacetech Equity Awards
    
    
    361,782
    
    
    
    
    
    
    
    361,782
    
    
    
    361,782
    
    
    
    361,782Benefits and Perquisites:Post-Termination Health Care
    
    
    19,557
    
    
    
    
    
    
    
    29,336
    
    
    
    19,557
    
    
    
    19,557Accrued Vacation Pay(5)
    
    
    38,365
    
    
    
    38,365
    
    
    
    38,365
    
    
    
    38,365
    
    
    
    38,365Total:
    
    
    1,848,454
    
    
    
    38,365
    
    
    
    2,107,608
    
    
    
    1,848,454
    
    
    
    1,848,454
 (1)
    
    Pursuant to the employment agreement, this estimate assumes twelve months of base salary
and benefits after termination.(2)
    
    Provision on change in control provides for 18 months salary if terminated.(3)
    
    Bonus calculated at 50% of estimated maximum bonus.(4)
    
    Astrotech equity awards assumed exercise price of $1.24, which was the closing ASTC stock price as of
June 30, 2010. Unvested options with a strike price above market value as of June 30, 2010 were not included in
the calculation. Spacetech warrants were valued based on
the Black Scholes Model and Spacetech restricted stock was
based on a third party valuation.(5)
    
    Assumes 5 weeks of accrued vacation upon termination (maximum contractual allowance).  62




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##### Table of Contents



Don M. White
 ResignationResignation
    
    
    Termination
    
    
    for Goodfor Good
    
    
    for Other
    
    
    Reason orReason or
    
    
    Than Good
    
    
    TerminationBenefits and
    
    Termination
    
    
    Reason or
    
    
    Without CausePayments Upon
    
    Without
    
    
    Termination
    
    
    After Change-Termination
    
    Cause ($)(1)
    
    
    With Cause ($)
    
    
    in-Control ($)(2)
    
    
    Disability ($)
    
    
    Death ($)Compensation(3):Base Salary
    
    
    112,500
    
    
    
    
    
    
    
    168,750
    
    
    
    112,500
    
    
    
    112,500Bonus
    
    
    56,250
    
    
    
    
    
    
    
    84,375
    
    
    
    56,250
    
    
    
    56,250Equity:Restricted Stock(4)
    
    
    93,000
    
    
    
    
    
    
    
    93,000
    
    
    
    93,000
    
    
    
    93,000Options(5)
    
    
    34,125
    
    
    
    
    
    
    
    34,125
    
    
    
    34,125
    
    
    
    34,125Benefits and Perquisites:Post-Termination Health Care
    
    
    6,998
    
    
    
    
    
    
    
    10,497
    
    
    
    6,998
    
    
    
    6,998Life Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accrued Vacation Pay(6)
    
    
    21,635
    
    
    
    21,635
    
    
    
    21,635
    
    
    
    21,635
    
    
    
    21,635Total:
    
    
    324,508
    
    
    
    21,635
    
    
    
    412,382
    
    
    
    324,508
    
    
    
    324,508
 (1)
    
    Pursuant to the employment agreement, this estimate assumes six months of base salary and
benefits after termination.(2)
    
    Provision on change in control provides for nine months salary if terminated.(3)
    
    Bonus estimated at 50% of maximum bonus.(4)
    
    Equity awards assumed exercise price of $1.24, which was the ASTC closing stock price as of
June 30, 2010.(5)
    
    Option awards assumed market price of $1.24, which was the ASTC closing stock price as of
June 30, 2010. Unvested options with a strike price above market value as of June 30, 2010, were not included in
the calculation.(6)
    
    Assumes five weeks of accrued vacation upon termination (maximum contractual allowance).  63




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##### Table of Contents



Director Compensation
 Overview
  Cash-Based Compensation
   Equity-Based Compensation
  Pension and Benefits
  Indemnification Agreements
   64




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##### Table of Contents



Fiscal Year 2010 Non-Employee Director Compensation Table
 RestrictedFees Earned or
    
    
    Stock
    
    
    Stock
    
    
    All otherPaid in Cash
    
    
    Awards
    
    
    Options
    
    
    compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Mark Adams
    
    
    54,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,250John A. Oliva
    
    
    60,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,500William
F. Readdy(1)
    
    
    46,000
    
    
    
    
    
    
    
    
    
    
    
    12,708
    
    
    
    58,708Sha-Chelle Manning
    
    
    47,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    47,500Total Total
    
    
    208,250
    
    
    
    
    
    
    
    
    
    
    
    12,708
    
    
    
    220,958
 (1)
    
    Mr. Readdy served as a
consultant to Astrogenetix during fiscal year 2010. In November 2009, he received $12,708
in compensation for consulting fees and for the reimbursement of expenses incurred during
his consulting-related international travel.  65




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
  Amountand Natureof
    
    
    Shares
    
    
    
    
    
    
    PercentageName and Address of Beneficial
    
    Beneficial
    
    
    Subject to
    
    
    
    
    
    
    ofOwners
    
    Ownership#
    
    
    Options ($)
    
    
    Total ($)
    
    
    Class(1)Certain Beneficial OwnersSMH Capital Advisors, Inc.(2)
    
    
    3,228,192
    
    
    
    
    
    
    
    3,228,192
    
    
    
    17.0
    %Bruce & Co., Inc.(3)
    
    
    1,120,073
    
    
    
    
    
    
    
    1,120,073
    
    
    
    5.9
    %Astrium GmbH (4)
    
    
    1,099,245
    
    
    
    
    
    
    
    1,099,245
    
    
    
    5.8
    %Non-Employee Directors:Mark Adams(5)
    
    
    685,000
    
    
    
    18,500
    
    
    
    703,500
    
    
    
    3.7
    %John A. Oliva(6)
    
    
    170,000
    
    
    
    17,500
    
    
    
    187,500
    
    
    
    1.0
    %William F. Readdy(7)
    
    
    150,000
    
    
    
    17,500
    
    
    
    167,500
    
    
    
    *Sha-Chelle Manning(8)
    
    
    135,000
    
    
    
    
    
    
    
    135,000
    
    
    
    *Named Executive Officers:Thomas B. Pickens, III(9)
    
    
    1,850,000
    
    
    
    102,000
    
    
    
    1,952,000
    
    
    
    10.3
    %John M. Porter(10)
    
    
    300,000
    
    
    
    100,000
    
    
    
    400,000
    
    
    
    2.1
    %Don M. White(11)
    
    
    77,000
    
    
    
    22,600
    
    
    
    99,600
    
    
    
    *James D. Royston (12)
    
    
    300,000
    
    
    
    80,100
    
    
    
    380,100
    
    
    
    2.0
    %All Directors and Named Executive Officers as a Group (8 persons)
    
    
    3,667,000
    
    
    
    358,200
    
    
    
    4,025,200
    
    
    
    21.1
    %
 *
    
    Indicates beneficial ownership of less than 1% of the outstanding shares of common stock.#
    
    Includes unvested restricted stock grants. (1)
    
    Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934. Under Rule
13d-3(d), shares not outstanding which are subject to options, warrants, rights or conversion
privileges exercisable within 60 days are deemed outstanding for the purpose of calculating
the number and percentage owned by a person, but not deemed outstanding for the purpose of
calculating the number and percentage owned by any other person listed. As of June 30, 2010,
we had 19,040,369 shares of common stock outstanding, including
2,180,205 of restricted stock with voting rights.(2)
    
    Held by SMH Capital Advisors, Inc. in discretionary accounts for the benefit of its clients.
This holders address is 4800 Overton Plaza, Suite 300, Ft. Worth, Texas 76109. Includes
information from Form 13D filed by SMH Capital Advisors, Inc. on February 1, 2010.(3)
    
    Bruce & Co., Inc., is the investment manager for Bruce Fund, Inc., a Maryland registered
investment company with its principle business conducted at 20 North Wacker Dr., Suite 2414,
Chicago, IL 60606. Includes information from Schedule 13G files by Bruce & Co., Inc. on
December 31, 2009.(4)
    
    Astrium GmbHs address is Hünefeldstraße 1-5, Postfach 105909, D-28361 Bremen, Germany.(5)
    
    Includes 172,500 shares of unvested restricted stock. On August 19, 2010, 53,334 restricted
shares vest.(6)
    
    Includes 157,500 shares of unvested restricted stock. On August 19, 2010, 48,334
restricted shares vest.(7)
    
    Includes 122,500 shares of unvested restricted stock. On August 19, 2010, 36,667
restricted shares vest.(8)
    
    Includes 128,750 shares of unvested restricted stock. On August 19, 2010, 36,667
restricted shares vest.(9)
    
    Includes 750,000 shares of unvested restricted stock. On August 19, 2010, 250,000
restricted shares vest.(10)
    
    Includes 300,000 shares of unvested restricted stock. On August 19, 2010, 100,000
restricted shares vest.(11)
    
    Includes 75,000 shares of unvested restricted stock. On August 19, 2010, 25,000
restricted shares vest.(12)
    
    Includes 150,000 shares of unvested restricted stock. James Royston, former President, was terminated in July 2010.  66




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##### Table of Contents



Securities Authorized for Issuance Under Equity Compensation Plans.
 Equity Compensation Plan Information
 (c)(a)
    
    
    
    
    
    
    Number of securitiesNumber of
    
    
    (b)
    
    
    remaining availablesecurities to be
    
    
    Weighted-
    
    
    at September 30,issued upon
    
    
    average exercise
    
    
    2009 for futureexercise of
    
    
    price of
    
    
    issuance underoutstanding
    
    
    outstanding
    
    
    equity compensationoptions,
    
    
    options,
    
    
    plans (excludingOptions
    
    
    warrants and
    
    
    warrants and
    
    
    securities reflected inPlan Name
    
    Type
    
    Authorized
    
    
    rights
    
    
    rights
    
    
    column (a)Plans
Previously Approved by Security Holders1 The 1994 Plan(1)
    
    Common Stock Options Incentive or Non-Qualified
    
    
    395,000
    
    
    
    24,900
    
    
    $
    24.53
    
    
    
    02 Directors Stock Option Plan(2)
    
    Non-Qualified Common Stock Options
    
    
    50,000
    
    
    
    15,000
    
    
    $
    12.64
    
    
    
    30,0003 1997 Employee Stock Purchase Plan(3)
    
    Common Stock
    
    
    150,000
    
    
    
    0
    
    
    
    N/A
    
    
    
    1,7354 2008 Stock Incentive Plan4)
    
    Common options, restricted stock, stock units and other equity awards
    
    
    5,500,000
    
    
    
    705,741
    
    
    $
    0.40
    
    
    
    329,389
 (1)
    
    Under the terms of the 1994 Plan, the number and price of the options granted to employees
is determined by the Board of Directors and such options vest, in most cases, incrementally
over a period of four years and expire no more than ten years after
the date of grant. As of October 2009, additional shares cannot be
granted from the 1994 Plan.(2)
    
    Options under the Directors Plan vest after one year and expire seven years from the date of
grant.(3)
    
    The Employee Stock Purchase plan allowed eligible employees to purchase shares of Common
Stock of the Company at prices no less than 85% of the current market price. Company
discontinued employee purchases of common stock under the plan in the fourth quarter of fiscal
year 2007.(4)
    
    The 2008 Stock Incentive Plan authorizes the award of stock grants, restricted stock and
stock options. The number and price of the awards granted to employees is determined by the
Board of Directors and such options vest, in most cases, incrementally over a period of four
years and expire no more than ten years after the date of grant. As of June 30, 2010,
2,180,205 shares of unvested restricted stock were outstanding.  67




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions and Director Independence.
 Director Independence
       
 Item 14. Principal Accounting Fees and Services.
 The Companys Independent Registered Public Accounting Firm
   68




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##### Table of Contents



Fiscal 2010
    
    
    Fiscal 2009Audit Fees1
    
    $
    191,000
    
    
    $
    161,000Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total All Fees
    
    $
    191,000
    
    
    $
    161,000
 (1)
    
    Audit Fees consisted of fees billed for professional services rendered for the audit of the
Companys annual financial statements and review of the interim financial statements included
in quarterly reports. Audit Committee Pre-Approval Policy
    69




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
    PageReport of PMB Helin Donovan LLP, Independent Registered Public Accounting Firm
    
    
    25Consolidated Balance Sheets
    
    
    26Consolidated Statements of Operations
    
    
    27Consolidated Statements of Stockholders Equity and Comprehensive Income (Loss)
    
    
    28Consolidated Statements of Cash Flows
    
    
    29Notes to Consolidated Financial Statements
    
    
    30Exhibits
    
    
    82
  70




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit(2 )
    
    
    
    
    
    Articles of Incorporation and Bylaws2.1
    
    
    Amended and Restated Articles of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 4.1 of the Registrants Registration Statement (Reg.
No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)2.2
    
    
    Bylaws of the Registrant (incorporated by reference to the Registrants registration statement on Form S-1, File No. 33- 97812, and all amendments thereto, filed with
the Securities and Exchange Commission on October 5, 1995)(4 )
    
    
    
    
    
    Instruments Defining the Rights of Security Holders, including Indentures4.1
    
    
    Designation of Rights, Terms and Preferences of Series B Senior Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 4.3 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)4.2
    
    
    Preferred Stock Purchase Agreement between the Registrant and DaimlerChrysler Aerospace AG dated as of August 2, 1999 (incorporated by reference to Exhibit 4.2 of the
Registrants Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 1999)4.3
    
    
    Registration Rights Agreement between the Registrant and DaimlerChrysler Aerospace AG dated as of August 5, 1999 (incorporated by reference to Exhibit 4.3 of the
Registrants Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 1999)4.4
    
    
    Indenture dated as of October 15, 1997 between the Registrant and First Union National Bank, as Trustee, relating to the Registrants 8.0% Convertible Subordinated Notes
due 2007 (incorporated by reference to Exhibit 4.1 of the Registrants Registration Statement on Form S-3 (Reg. No. 333-43221) filed with the Securities and Exchange Commission on December 24, 1997)4.5
    
    
    Designation of Right, Terms and Preferences of Series D Junior Participating Preferred Stock of Astrotech Corporation (incorporated by reference to Exhibit 3.1 of
Registrants Form 8-A filed with the Securities and Exchange Commission on July 31, 2009).4.6
    
    
    Rights Agreement, dated as of July 29, 2009, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to
Exhibit 4.1 of the Registrants Form 8-A filed with the Securities and Exchange Commission on July 31, 2009).4.7
    
    

Amendment
One to Rights Agreement, dated as of July 29, 2010, between Astrotech
Corporation and American Stock Transfer & Trust Company, LLC, as
Rights Agent (incorporated by reference to Exhibit 4.1 of the
Registrants Form 8-A/A filed with the Securities and Exchange
Commission on July 29, 2009).
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Exhibit No.
    
    Description of Exhibit(10 )
    
    
    
    
    
    Material Contracts10.1
    
    
    Letter Agreement dated August 15, 1995, by and between the Registrant and Mitsubishi Corporation (incorporated by reference to Exhibit 10.7 of the Registrants
Registration Statement on Form S-1 (Reg. No. 33-97812) filed with the Securities and Exchange Commission on October 5, 1995)10.2
    
    
    SPACEHAB, Incorporated 1995 Directors Stock Option Plan as amended and restated effective October 21, 1997 (incorporated by reference to Exhibit B of the
Registrants Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 1997)10.3
    
    
    Office Building Lease Agreement, dated October 6, 1993, between Astrotech and the Secretary of the Air Force (Lease number SPCVAN  2-94-001) (incorporated by reference to
Exhibit 10.52 of the Registrants Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed with the Securities and Exchange Commission on September 12, 1997)10.4
    
    
    SPACEHAB, Incorporated 1994 Stock Incentive Plan as amended and restated effective October 14, 1999 (incorporated by reference to Exhibit 10.90 of the Registrants
Annual Report on Form 10-K for the fiscal year ended June 30, 1999 filed with the Securities and Exchange Commission on September 17, 1999)10.5
    
    
    Agreement, dated September 30, 2004, between the Registrant and Dr. Shelley A. Harrison (incorporated by reference to Exhibit 10.7 of the Registrants
Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.6
    
    
    Lease for property at 300 D Street, SW, Suite #814, Washington, DC, dated as of December 16, 1998, by and between the Registrant and The Washington Design Center, LLC
(incorporated by reference to Exhibit 10.8 of the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.7
    
    
    Sublease Agreement, dated as of July, 2002, between the Registrant and The Boeing Company (incorporated by reference to Exhibit 10.9 of the Registrants Registration
Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.8
    
    
    SPACEHAB, Incorporated 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit C of the Registrants Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on September 12, 1997)
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Exhibit No.
    
    Description of Exhibit10.9
    
    
    Agreement between Astrotech Space Operations, Inc. and McDonnell Douglas Corporation, dated January 7, 2000 (incorporated by reference to Exhibit 10.103 of the
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000)10.10
    
    
    Agreement between Astrotech Space Operations, Inc. and Lockheed Martin Commercial Launch Services, Inc., dated January 24, 2000 (incorporated by reference to
Exhibit 10.104 of the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000)10.11
    
    
    Credit agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.114 of the
Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed with the Securities and Exchange Commission on November 8, 2001)10.12
    
    
    Employment and Non-Interference Agreement, dated as of April 1, 2003, between the Registrant and Michael E. Kearney (incorporated by reference to Exhibit 10.119 of the
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 filed with the Securities and Exchange Commission on May 14, 2003)10.13
    
    
    First amendment to the Credit Agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to
Exhibit 10.122 of the Registrants Quarterly Report on Form 10-Q for the quarter ended December 31, 2003 filed with the Securities and Exchange Commission on February 13, 2004)10.14
    
    
    Employment and Non-Interference Agreement, dated as of January 9, 2004, between the Registrant and Brian K. Harrington (incorporated by reference to Exhibit 10.123 of the
Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 filed with the Securities and Exchange Commission on May 12, 2004)10.15
    
    
    50 Year Lease, dated as of February 1, 1991, between the Registrant and Canaveral Port Authority (incorporated by reference to Exhibit 10.17 of the Registrants
Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.16
    
    
    Commercial Contract, dated as of March 3, 2005, between the Registrant and Tamir Silvers, LLC (incorporated by reference to Exhibit 10.18 of the Registrants
Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)
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Exhibit No.
    
    Description of Exhibit10.17
    
    
    Lease Agreement, dated as of February 18, 2005, between the Registrant and R & H Investments, a California partnership (incorporated by reference to Exhibit 10.19 of
the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.18
    
    
    Fixed Price Subcontract 889208 for Wideband Gapfiller Satellite Program Launch Site Payload Processing Facilities and Services, dated as of January 18, 2005, between Boeing
Satellite Systems, Inc. and Astrotech Space Operations, Inc. (incorporated by reference to Exhibit 10.20 of the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and
Exchange Commission on
 July 21, 2005)10.19
    
    
    Loan Agreement, dated as of February 11, 2005, between the Registrant and First American Bank, SSB (incorporated by reference to Exhibit 10.125 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended December 31, 2004 filed with the Securities and Exchange Commission on February 14, 2005)10.20
    
    
    Letter Contract No. GF80726B11, dated as of February 18, 2004, between the Registrant and Lockheed Martin Corporation (incorporated by reference to Exhibit 10.23 of
the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.21
    
    
    ISS Program Integration and Control Contract, between SPACEHAB Government Services, Inc. and ARES Corporation (incorporated by reference to Exhibit 10.24 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.22
    
    
    Asset Purchase Agreement, dated as of December 19, 2000, between the Registrant and Astrium GmbH. (incorporated by reference to Exhibit 10.27 of the Registrants
Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.23
    
    
    Amendment No. 1 to Asset Purchase Agreement, dated as of December 19, 2000, between the Registrant and Astrium GmbH, dated July 3, 2001 (incorporated by reference to
Exhibit 10.28 of the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.24
    
    
    Lease Agreement, dated as of February 28, 2001, between the Registrant and Astrium GmbH (incorporated by reference to Exhibit 10.29 of the Registrants Registration
Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)
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Exhibit No.
    
    Description of Exhibit10.25
    
    
    Binding Term Sheet, dated as of December 19, 2001, between the Registrant and Astrium GmbH, amending the Lease Agreement, dated as of February 28, 2001, between the
Registrant and Astrium GmbH (incorporated by reference to Exhibit 10.30 of the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21,
2005)10.26
    
    
    Lease Agreement, dated as of July 3, 2001, between the Registrant and Astrium GmbH (incorporated by reference to Exhibit 10.31 of the Registrants Registration
Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.27
    
    
    Agreement No. 48801 for Provision of Payload Processing Facilities and Support in Conjunction with Commercial Atlas Launches, between Astrotech Space Operations, Inc. and
Lockheed Martin Commercial Launch Services, Inc. (incorporated by reference to Exhibit 10.32 of the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange
Commission on July 21,
 2005)10.28
    
    
    Contract No. NNK04LA75C, dated as of July 2, 2004, between Astrotech Space Operations, Inc. and John F. Kennedy Space Center, NASA (incorporated by reference to
Exhibit 10.33 of the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.29
    
    
    Agreement and Statement of Work, dated as of April 25, 1996 and as amended by Amendment No. 3 as of December 6, 2002, between Astrotech Space Operations, Inc. and Sea
Launch Company, L.L.C. (incorporated by reference to Exhibit 10.34 of the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21,
2005)10.30
    
    
    Employment and Non-Interference Agreement, dated as of May 12, 2005, between the Registrant and Michael E. Bain (incorporated by reference to Exhibit 10.35 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.31
    
    
    Employment and Non-Interference Agreement, dated as of May 12, 2005, between the Registrant and E. Michael Chewning (incorporated by reference to Exhibit 10.36 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)
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Exhibit No.
    
    Description of Exhibit10.32
    
    
    Settlement Agreement
and Mutual Release of All Claims, dated as of May 25, 2005, among the Registrant and
Lloyds of London, Goshawk Syndicate No. 102, Euclidian Syndicate No. 1243,
Ascot Underwriting Ltd. Syndicate No. 1414, and R.J. Kiln Syndicate No. 510
(incorporated by reference to Exhibit 10.37 of the Registrants Registration Statement
(Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.33
    
    
    Lease No. SPCVAN-2-94-0001, between the Secretary of the Air Force and Astrotech Space Operations, L.P. (incorporated by reference to Exhibit 10.39 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.34
    
    
    Strategic Collaboration Agreement, dated as of August 5, 1999, between the Registrant and DaimlerChrysler Aerospace AG (incorporated by reference to Exhibit 10.40 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.35
    
    
    Guaranty Agreement, dated as of August 30, 2001, between the Registrant and SouthTrust Bank (incorporated by reference to Exhibit 10.41 of the Registrants
Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.36
    
    
    Guaranty Agreement, dated as of August 30, 2001, between Astrotech Space Operations, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.42 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.37
    
    
    Stock Pledge and Security Agreement, dated as of August 30, 2001, between the Registrant and SouthTrust Bank (incorporated by reference to Exhibit 10.43 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.38
    
    
    Stock Pledge and Security Agreement, dated as of August 30, 2001, between Astrotech Space Operations, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.44
of the Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.39
    
    
    Assignment of CLIN 1 Rights, dated as of August 30, 2001, between Astrotech Space Operations, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.45 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)
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Exhibit No.
    
    Description of Exhibit10.40
    
    
    Termination Agreement, dated as of June 1, 2004, between the Registrant and Vladimir J. Fishel (incorporated by reference to Exhibit 10.46 of the Registrants
Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.41
    
    
    Memorandum of Understanding, dated as of June 8, 2005, between the Registrant and SMH Capital Advisors, Inc. (incorporated by reference to Exhibit 10.47 of the
Registrants Registration Statement (Reg. No. 333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.42
    
    
    Space Media, Inc. Stock Option Plan (incorporated by reference to Exhibit 10.48 of the Registrants Registration Statement (Reg. No. 333-126772), and all amendments
thereto, filed with the Securities and Exchange Commission on July 21, 2005)10.43
    
    
    First Amendment to Loan Agreement (incorporated by reference to Exhibit 10.49 of the Registrants Current Report on 8-K filed with the Securities Exchange Commission on
November 10, 2005), effective September 30, 2005 between SPACEHAB, Incorporated (the Borrower) and Citibank Texas, N.A., formerly known as First American Bank, SSB (the Lender), as executed on November 10,
200510.44
    
    
    Second Amendment to Loan Agreement (incorporated by reference to Exhibit 10.50 of the Registrants Current Report on 8-K filed with the Securities Exchange Commission on
March 3, 2006), dated February 11, 2006 between SPACEHAB, Incorporated (the Borrower) and Citibank Texas, N.A., formerly known as First American Bank, SSB (the Lender), as executed on February 28,
200610.45
    
    
    Separation Agreement and Mutual Release, dated as of December 15, 2006, between the Registrant and Michael E. Kearney (incorporated by reference to Exhibit 10.1 of the
Registrants Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2006)10.46
    
    
    Separation Agreement and Mutual Release, dated as of January 19, 2007, between the Registrant and Michael E. Bain (incorporated by reference to Exhibit 10.1 of the
Registrants Quarterly Report on 10-Q, filed with the Securities and Exchange Commission on February 14, 2007)10.47
    
    
    Separation Agreement and Mutual Release, dated as of January 19, 2007, between the Registrant and E. Michael Chewning (incorporated by reference to Exhibit 10.2 of the
Registrants Quarterly Report on 10-Q, filed with the Securities and Exchange Commission on February 14, 2007)
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Exhibit No.
    
    Description of Exhibit10.48
    
    
    Employment and Non-Interference Agreement, dated as of June 4, 2007, between the Registrant and Michael J. Bowker (incorporated by reference to Exhibit 10.1 of the
Registrants Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 12, 2007)10.50
    
    
    Loan Agreement dated as of February 6, 2008, between Astrotech Space Operations, Inc. (the Borrower) and Green Bank, N.A. (the Lender) (incorporated by
reference to Exhibit 10.50 of the Registrants Annual Report on 10-K filed with the Securities and Exchange Commission on September 29, 2008)10.51
    
    
    Employment Agreement, effective October 6, 2008 between SPACEHAB, Incorporated and Thomas B. Pickens, III (incorporated by reference to Exhibit 10.1 of the
Registrants Current Report Form 8-K filed with the Securities and Exchange Commission on November 21, 2008).10.52
    
    
    Employment Agreement, effective October 6, 2008 between SPACEHAB, Incorporated and James D. Royston (incorporated by reference to Exhibit 10.2 of the Registrants
Current Report Form 8-K filed with the Securities and Exchange Commission on November 21, 2008).10.53
    
    
    Employment Agreement, effective October 6, 2008 between SPACEHAB, Incorporated and Brian K. Harrington (incorporated by reference to Exhibit 10.3 of the Registrants
Current Report Form 8-K filed with the Securities and Exchange Commission on November 21, 2008).10.54
    
    
    Employment Agreement, effective October 6, 2008 between SPACEHAB, Incorporated and Lance W. Lord (incorporated by reference to Exhibit 10.1 of the Registrants
Current Report Form 8-K filed with the Securities and Exchange Commission on January 13, 2009).10.55
    
    
    Separation, Release and Consulting Agreement, dated June 4, 2009, between the Registrant and Brian K. Harrington.10.56
    
    
    1st Detect Corporation Stock Purchase Warrant Agreement, dated January 19, 2010.10.57
    
    
    1st Detect Corporation Restricted Stock Agreement, dated January 19, 2010.10.58
    
    
    Astrogenetix, Inc. Stock Purchase Warrant Agreement, dated January 19, 2010.10.59
    
    
    Astrogenetix, Inc. Restricted Stock Agreement, dated January 19, 2010.10.60
    
    
    Texas Emerging
Technology Fund Award and Security Agreement, effective March 30, 2010, between the State of
Texas and 1st Detect Corporation.10.61
    
    
    1st Detect Corporation Investment Unit, effective March 30, 2010, between the State
of Texas and 1st Detect Corporation.10.62
    
    
    Third Amendment, dated
February 6, 2010, to the original loan agreement  between the Registrant and Greebank, N.A.,
signed on February 6, 2008 (incorporated by reference to Exhibit 99.1 of the Registrants
Form 8K filed with the Securities and Exchange Commission on April 1, 2010).10.63
    
    
    Separation Agreement, dated August 19, 2010, between the Registrant and James D. Royston.
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Exhibit No.
    
    Description of Exhibit(16 )
    
    
    
    
    
    Letter Regarding Change in Certifying Accountant16.1
    
    
    Letter from Grant Thornton LLP regarding change in certifying accountant, dated January 18, 2007 (incorporated by reference to Exhibit 16 of the Registrants Current
Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2007)(21 )
    
    
    
    
    
    Astrotech Corporation and Subsidiaries  Subsidiaries of the Registrant(23 )
    
    
    
    
    
    Consents of Experts and Counsel23.1
    
    
    Consent of PMB Helin Donovan LLP23.2
    
    
    Consent of Grant Thornton LLP (incorporated by reference to Exhibit 23.2 of the Registrants Annual Report on Form 10-K filed with the Securities and Exchange
Commission on September 29, 2008)(31 )
    
    
    
    
    
    Rule 13a-14(a) Certifications31.1
    
    
    Certification of Thomas B. Pickens, III, the Companys Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.31.2
    
    
    Certification of John M. Porter, the Companys Senior Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.(32 )
    
    
    
    
    
    Section 1350 Certifications32.1
    
    
    Certification of Thomas B. Pickens, III, the Companys Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    
    Certification of John M. Porter, the Companys Senior Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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SIGNATURES
  Astrotech CorporationBy:

/s/
Thomas B. Pickens, IIIThomas B. Pickens, IIIChief Executive Officer  By:
    /s/ John M. PorterJohn M. PorterSenior Vice President,
Chief Financial Officer and
Chief Accounting Officer   80




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/s/ Thomas B. Pickens, III
Thomas
B. Pickens, III
    
    Chairman of the Board and 
Chief Executive Officer
    
    August 30, 2010/s/ Mark Adams
Mark
Adams
    
    Director
    
    August 30, 2010/s/ Sha-Chelle Manning
Sha-Chelle
Manning
    
    Director
    
    August 30, 2010/s/ John A. Oliva

John A. Oliva
    
    Director
    
    August 30, 2010/s/ William F. Readdy
William
F. Readdy
    
    Director
    
    August 30, 2010/s/ John M. Porter

John M. Porter
    
    Senior Vice President,
Chief Financial Officer and
Chief Accounting Officer
    
    August 30, 2010
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EXHIBIT INDEX
 ExhibitIndex
    
    Description10.55

    
    
    Separation, Release and Consulting Agreement, dated June 4, 2009, between the Registrant and Brian K. Harrington.10.56
    
    
    1st Detect Corporation Stock Purchase Warrant Agreement, dated January 19, 2010.10.57
    
    
    1st Detect Corporation Restricted Stock Agreement, dated January 19, 2010.10.58
    
    
    Astrogenetix, Inc. Stock Purchase Warrant Agreement, dated January 19, 2010.10.59
    
    
    Astrogenetix, Inc. Restricted Stock Agreement, dated January 19, 2010.10.60
    
    
    Texas Emerging
Technology Fund Award and Security Agreement, effective March 30, 2010, between the State of
Texas and 1st Detect Corporation.10.61
    
    
    1st Detect Corporation Investment Unit, effective March 30, 2010, between the State
of Texas and 1st Detect Corporation.10.63
    
    
    Separation Agreement, dated August 19, 2010, between the Registrant and James D. Royston.23.1
    
    
    Consent of PMB Helin Donovan LLP31.1
    
    
    Certification of Thomas B. Pickens, III, the Companys Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith.31.2
    
    
    Certification of John M. Porter, the Companys Senior Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.32.1
    
    
    Certification of Thomas B. Pickens, III, the Companys Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    
    Certification of John M. Porter, the Companys Senior Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
  82