UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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May 19, 2006
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(May 11, 2006)
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AIRNET SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Ohio
(State or other jurisdiction of
incorporation)
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1-13025
(Commission File Number)
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31-1458309
(IRS Employer Identification No.)
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7250 Star Check Drive, Columbus, Ohio 43217
(Address of principal executive offices) (Zip Code)
(614) 409-4900
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
.
On May 15, 2006, AirNet Systems, Inc. (AirNet) issued a news release reporting results for
the three months ended March 31, 2006. The May 15, 2006 news release is furnished herewith as
Exhibit 99.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 15, 2006, AirNet issued a news release reporting results for the three months ended
March 31, 2006. The May 15, 2006 news release is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 8.01. Other Events
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On May 11, 2006, the Board of Directors of AirNet established August 3, 2006 as the date of
AirNets 2006 Annual Meeting of Shareholders. The record date for determining the shareholders of
AirNet entitled to receive notice of, and vote at, the 2006 Annual Meeting of Shareholders will be
June 22, 2006. AirNet shareholders seeking to bring business before the 2006 Annual Meeting of
Shareholders, or to nominate candidates for election as directors at the 2006 Annual Meeting of
Shareholders, must provide notice thereof in writing to AirNet, which notice must be received no
later than June 4, 2006. The AirNet Code of Regulations specifies certain requirements for a
shareholders notice to be in proper written form. In addition, shareholder proposals must be in
the form specified in SEC Rule 14a-8. Shareholder proposals must be addressed to the Secretary of
AirNet at its executive offices located at 7250 Star Check Drive, Columbus, Ohio 43217.
On May 15, 2006, AirNet received notice from an Express Services customer that the customer
intended to terminate its current agreement with AirNet for air transportation services effective
August 15, 2006. During AirNets first quarter ended March 31, 2006 and fiscal year ended December
31, 2005, the revenues from the air transportation services for this customer accounted for
approximately $2.3 million and $5.2 million of AirNets Express Services revenues, respectively
(including $0.3 million and $0.6 million in fuel surcharge revenues, respectively). The customer
indicated that it was terminating its current agreement with AirNet in
anticipation of designing and implementing a new distribution model,
which may result in changes to its current service schedule. The
customer has scheduled a meeting with AirNet in June, 2006 to begin discussions regarding a new
agreement with AirNet under which AirNet would provide air transportation services for the customer
based upon the customers new distribution schedule. There can be no assurances that such an
agreement will be entered into and, if so, whether the terms of such agreement would result in a
decrease or increase in the amount of revenues received from this customer as compared to the
amount under its existing agreement.
On May 17, 2006, upon the recommendation of the Nominating and Corporate Governance Committee,
the Board of Directors of AirNet appointed Gerald Hellerman to serve as a member of the Audit
Committee and also appointed Mr. Hellerman to serve as Chair of the Audit Committee.
Item 9.01. Financial Statements and Exhibits.
(a) through (c): Not Applicable
(d)
Exhibits
: The following exhibit is being furnished with this Current Report on Form 8-K:
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Exhibit No.
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Description
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99.1
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News Release issued by AirNet Systems, Inc. on May 15, 2006
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signature on following page]
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