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
Date of Report (Date of earliest event reported): June 1, 2007 (May 29, 2007)
AirNet Systems, Inc.
(Exact name of registrant as specified in its charter)
         
Ohio   001-13025   31-1458309
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)
7250 Star Check Drive, Columbus, Ohio 43217
 
(Address of principal executive offices) (Zip Code)
(614) 409-4900
 
(Registrant’s 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     Effective May 29, 2007, Jeffery B. Harris (“Harris”) was appointed to the position of Senior Vice President and Chief Operating Officer (principal operating officer) of AirNet Systems, Inc. (“AirNet”). Harris had served as AirNet’s Senior Vice President, Bank Services, since May 2000. In addition to his current responsibilities for Bank Services and Airline Operations, Mr. Harris will be in charge of AirNet’s operations as they relate to AirNet’s Bank Services and Express Services customers. This includes responsibility for Field Services, Customer Operations and AirNet’s Support Center.
     Harris, who is 48, joined AirNet in June 1996 as the relationship manager for Banking Sales and was appointed Vice President, Sales in the banking division in October 1997. Harris was appointed Senior Vice President, Bank Services in May 2000 and in the first quarter of 2005, he assumed additional responsibilities for Airline Operations. There are no family relationships between Harris and any member of AirNet’s Board of Directors or any other executive officer of AirNet.
     Neither Harris nor any member of his immediate family has had any transactions with AirNet or any of its subsidiaries, other than Harris’ employment relationship with AirNet, since January 1, 2006, and no transactions are contemplated, which would require disclosure under Item 404(a) of SEC Regulation S-K. Harris is party to an employment agreement with AirNet, effective as of March 1, 2001. Harris’ employment agreement provided for an initial employment period ending December 31, 2001, which has been and will be automatically renewed for successive one-year periods unless either party gives notice to the other at least 90 days prior to the end of the relevant employment period. Harris’ employment agreement is described under the caption “ Employment Agreement for Jeffery B. Harris ” on pages 28 and 29 of AirNet’s definitive Proxy Statement, dated April 30, 2007, which was sent to the AirNet shareholders in connection with the solicitation of proxies by the AirNet Board of Directors to vote at the 2007 Annual Meeting of Shareholders to be held on June 6, 2007 and filed with the Securities and Exchange Commission on April 30, 2007. That description is incorporated herein by reference.
     On May 30, 2007, AirNet issued a news release (the “News Release”) announcing the appointment of Harris as Senior Vice President and Chief Operating Officer. A copy of the News Release is included with this Current Report on Form 8-K as Exhibit 99 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.
     (a) through (c): Not Applicable.
     (d) Exhibits:
     The following exhibit is included with this Current Report on Form 8-K:
     
Exhibit No.
  Description
 
   
99
  News Release issued by AirNet Systems, Inc. on May 30, 2007
[Remainder of page intentionally left blank; signature on following page.]

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
           
    AIRNET SYSTEMS, INC.
 
       
 
       
Dated: June 1, 2007
  By:   /s/ Gary W. Qualmann
 
       
 
      Gary W. Qualmann
Chief Financial Officer, Treasurer
and Secretary

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AirNet Systems, Inc.
Current Report on Form 8-K
Dated June 1, 2007
INDEX TO EXHIBITS
     
Exhibit No.
  Description
 
   
99
  News Release issued by AirNet Systems, Inc. on May 30, 2007

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Exhibit 99
AirNet Systems, Inc. Appoints Chief Operating Officer
     
CONTACT:
   
AirNet Systems, Inc.
Gary Qualmann
(614) 409-4832
  InvestQuest, Inc.
Bob Lentz
(614) 876-1900
COLUMBUS, Ohio (May 30, 2007) AirNet Systems, Inc. (AMEX: ANS) today announced the appointment of Jeffery B. Harris to the position of Senior Vice President and Chief Operating Officer, effective May 29, 2007. He has served as Senior Vice President, Bank Services for the past seven years.
In addition to his current responsibilities for Bank Services and Airline Operations, Mr. Harris will be in charge of AirNet’s operations as they relate to the company’s Bank Services and Express Services customers. This includes responsibility for Field Services, Customer Operations and the company’s Support Center.
Express Sales and Marketing will report to Larry M. Glasscock, Jr., the company’s Senior Vice President, Express Services, who will continue to report to the Chief Executive Officer, Bruce D. Parker. Mr. Glasscock will focus on the growth and expansion of the company’s business in the Express Services marketplace.
Since joining AirNet in June 1996, Mr. Harris has held management positions with increased responsibilities within Bank Services. He began as the relationship manager for Banking Sales and was appointed to the position of Vice President, Sales in the banking division in October 1997. Mr. Harris was appointed Senior Vice President, Bank Services in May 2000. In the first quarter of 2005, Mr. Harris assumed additional responsibilities for Airline Operations.
Bruce D. Parker, AirNet’s Chairman of the Board, Chief Executive Officer and President, stated, “This organizational change will sharpen AirNet’s focus on the Express Services marketplace in operations, sales and financial performance. We are committed to being the air carrier of choice and the premier provider of specialized time definite solutions that meet our customers’ unique needs, especially where time, custody and control are highly valued.”
AirNet Systems, Inc.
AirNet Systems, Inc. focuses its resources on providing value-added, time-critical aviation services to a diverse set of customers in the most service-intensive, cost-effective manner possible. AirNet operates an integrated national transportation network that provides expedited transportation services to banks and time-critical small package shippers nationwide. AirNet’s aircraft are located strategically throughout the United States. To find out more, visit AirNet’s website at www.airnet.com .

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Safe Harbor Statement
Except for the historical information contained in this news release, the matters discussed, including, but not limited to, information regarding future economic performance and plans and objectives of AirNet’s management, are forward-looking statements that involve risks and uncertainties. When used in this news release, the words “believe”, “anticipate”, “estimate”, “expect”, “intend”, “may”, “plan(s)”, “project” and similar expressions are intended to be among statements that identify forward-looking statements. Such statements involve risks and uncertainties that could cause actual results to differ materially from any forward-looking statement. The following factors, in addition to those included in the disclosure under the heading “ITEM 1A — RISK FACTORS” of Part I of AirNet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, could cause actual results to differ materially from those expressed in our forward-looking statements: potential regulatory changes by the Federal Aviation Administration (“FAA”), Department of Transportation (“DOT”) and Transportation Security Administration (“TSA”), which could increase the regulation of AirNet’s business, or the Federal Reserve, which could change the competitive environment of transporting cancelled checks; changes in check processing and shipment patterns of Bank Services customers; the continued acceleration of migration of AirNet’s Bank Services customers to electronic alternatives to the physical movement of cancelled checks; AirNet’s ability to reduce its cost structure to match declining revenues and operating expenses; disruptions to the Internet or AirNet’s technology infrastructure, including those impacting AirNet’s computer systems and Website; the impact of intense competition on AirNet’s ability to maintain or increase its prices for Express Services (including fuel surcharges in response to rising fuel costs); the impact of prolonged weakness in the United States economy on time-critical shipment volumes; significant changes in the volume of shipments transported on AirNet’s air transportation network; customer demand for AirNet’s various services or the prices it obtains for its services; disruptions to operations due to adverse weather conditions, air traffic control-related constraints or aircraft accidents; potential further declines in the values of aircraft in AirNet’s fleet and any related asset impairment charges; potential changes in locally and federally mandated security requirements; increases in aviation fuel costs not fully offset by AirNet’s fuel surcharge program; acts of war and terrorist activities; the acceptance of AirNet’s time-critical service offerings within targeted Express markets; technological advances and increases in the use of electronic funds transfers; the availability and cost of financing required for operations; insufficient capital for future expansion; and the impact of unusual items resulting from ongoing evaluations of AirNet’s business strategies; as well as other economic, competitive and domestic and foreign governmental factors affecting AirNet’s markets, prices and other facets of its operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Please refer to the disclosure included in “ITEM 1A — RISK FACTORS” of Part I and in the section captioned “Forward-looking statements” in “ITEM 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II of the Annual Report on Form 10-K for the fiscal year ended December 31, 2006 of AirNet Systems, Inc. (File No. 1-13025) for additional details relating to risk factors that could affect AirNet’s results and cause those results to differ materially from those expressed in the forward-looking statements.
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