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 11, 2007 (June 6, 2007)
AirNet Systems, Inc.
(Exact name of registrant as specified in its charter)
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Ohio
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001-13025
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31-1458309
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(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
(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:
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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))
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2007 Annual Meeting of Shareholders of AirNet Systems, Inc. (“AirNet”) held on June 6,
2007, the shareholders of AirNet adopted the amendments to Sections 1.04(A) and 1.04(B) of AirNet’s
Code of Regulations which had been proposed by AirNet’s Board of Directors, and disclosed in the
Proxy Statement, dated April 30, 2007, sent to the shareholders of AirNet in connection with the
2007 Annual Meeting of Shareholders. Those amendments became effective upon such adoption.
The amendments to Sections 1.04(A) and 1.04(B) of AirNet’s Code of Regulations (i) permit
AirNet to notify shareholders of the time, place and purposes of each meeting of the shareholders
by personal delivery or by mail, overnight delivery or any other means of communication authorized
by the shareholder receiving the notice and (ii) require that shareholders be provided written
notice of an AirNet shareholder meeting not less than 10 days nor more than 60 days before the date
of the shareholder meeting. Prior to those amendments, Section 1.04(A) of AirNet’s Code of
Regulations required AirNet to give written notice of a meeting to shareholder by personal delivery
or by mail, setting forth the time, place and purposes of each shareholder meeting. Such notice
was required to be given not less than seven nor more than 60 days before the date of the meeting.
Section 1.04(B) of AirNet’s Code of Regulations required that the President or Secretary of AirNet
provide shareholders written notice of a shareholder meeting not less than seven nor more than 60
days after such officer’s receipt of a request to call a shareholder meeting by a person entitled
to call such a meeting. The amendments to Section 1.04(B) require that shareholders be provided
with written notice of a shareholder meeting not less than 10 days nor more than 60 days after the
receipt of a request for such a shareholder meeting by a person entitled to call such a meeting.
The text of Sections 1.04(A) and 1.04(B) of AirNet’s Code of Regulations, as amended, is filed
with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference. The
foregoing summary of the amendments to Sections 1.04(A) and 1.04(B) of AirNet’s Code of Regulations
is qualified in its entirety by reference to the specific provisions of Sections 1.04(A) and
1.04(B).
Item 8.01. Other Events.
At the 2007 Annual Meeting of Shareholders of AirNet held on June 6, 2007, each of James M.
Chadwick, Russell M. Gertmenian, Gerald Hellerman, Bruce D. Parker and James E. Riddle was
re-elected for a new term to expire at the 2008 Annual Meeting of Shareholders.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Not Applicable.
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(b)
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Not Applicable.
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(c)
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Not Applicable.
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The following exhibit is being filed with this Current Report on Form 8-K:
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Exhibit No.
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Description
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3.1
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Certificate Regarding Adoption of Amendments to Sections 1.04(A) and 1.04(B) of AirNet Systems, Inc.’s Code of Regulations by the Shareholders on June 6, 2007
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[Remainder of page intentionally left blank; signature on following page.]
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Exhibit 3.1
CERTIFICATE REGARDING ADOPTION OF
AMENDMENTS TO SECTIONS 1.04(A) AND 1.04(B) OF
AIRNET SYSTEMS, INC.’S CODE OF REGULATIONS
BY THE SHAREHOLDERS ON JUNE 6, 2007
The undersigned hereby certifies that he is the duly elected, qualified and acting Chief
Financial Officer, Treasurer and Secretary of AirNet Systems, Inc., an Ohio corporation (the
“Corporation”); that the 2007 Annual Meeting of Shareholders (the “Annual Meeting”) of the
Corporation was duly called and held on June 6, 2007, at which Annual Meeting a quorum of the
shareholders of the Corporation was at all times present in person or represented by proxy; and
that the shareholders of the Corporation duly adopted, by the affirmative vote of the holders of
common shares entitling them to exercise more than a majority of the voting power of the
Corporation, the resolution providing for the adoption of the amendments to Sections 1.04(A) and
1.04(B) of the Code of Regulations of the Corporation set forth on Annex 1, attached hereto and
incorporated herein by reference.
IN WITNESS WHEREOF, the undersigned Chief Financial Officer, Treasurer and Secretary of AirNet
Systems, Inc., acting for and on behalf of the Corporation, has hereunto set his hand this
6
th
day of June, 2007.
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/s/ Gary W. Qualmann
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Gary W. Qualmann, Chief Financial Officer, Treasurer and Secretary
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ANNEX 1
RESOLVED, that the amendments to Sections 1.04(A) and 1.04(B) of the Code of Regulations of AirNet
Systems, Inc., in the form set forth in Appendix A to the Company’s Proxy Statement, dated April
30, 2007, sent to the shareholders of the Company in connection with the 2007 Annual Meeting of
Shareholders [which amendments are set forth below], be adopted.
Sections 1.04(A) and 1.04(B) of the Code of
Regulations of AirNet Systems, Inc., as amended:
Section 1.04. Notice of Meetings
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(A)
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Written notice stating the time, place and purposes of a meeting of the
shareholders shall be given either by personal delivery or by mail, overnight
delivery service, or any other means of communication authorized by the
shareholder to whom the notice is given, not less than ten nor more than
sixty days before the date of the meeting (i) to every shareholder of record
entitled to notice of the meeting (ii) by or at the direction of the
president, the secretary, or another officer expressly authorized by action
of the directors to give such notice. If mailed or sent by overnight
delivery service, such notice shall be sent to the shareholder at such
shareholder’s address as it appears on the records of the corporation. If
sent by another means of communication authorized by the shareholder, the
notice shall be sent to the address furnished by the shareholder for those
transmissions. Notice of adjournment of a meeting need not be given if the
time and place to which it is adjourned are fixed and announced at such
meeting. In the event of a transfer of shares after the record date for
determining the shareholders who are entitled to receive notice of a meeting
of shareholders, it shall not be necessary to give notice to the transferee.
Nothing herein contained shall prevent the setting of a record date in the
manner provided by law, the Articles or the Regulations for the determination
of shareholders who are entitled to receive notice of or to vote at any
meeting of shareholders or for any purpose required or permitted by law.
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(B)
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Upon request in writing delivered either in person or by registered mail
to the president or the secretary, specifying the purpose or the purposes for
which the persons properly making such request have called a meeting of
shareholders, that officer shall cause to be given to the shareholders
entitled thereto notice of a meeting to be held on a date not less than ten
nor more than sixty days after the receipt of such request, as the officer
may fix. If the notice is not given within fifteen days after the receipt of
such request by the president or the secretary, then, and only then, the
persons properly calling the meeting may fix the time of the meeting and give
notice thereof in accordance with the provisions of the Regulations, or cause the notice to be so given by any designated representative.
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