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): December 1, 2005
AirNet Systems, Inc.
(Exact name of registrant as specified in its charter)
         
Ohio   001-13025   31-1458309
         
(State or other jurisdiction   (Commission File Number)   (IRS Employer Identification No.)
of incorporation)        
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 8.01. Other Events .
          As previously reported in the Current Report on Form 8-K filed by AirNet Systems, Inc. (“AirNet”) on October 28, 2005, on October 26, 2005, AirNet entered into a letter of intent for the sale of AirNet to a nationally recognized private equity investment firm in a going private transaction for $4.55 per share. The letter of intent, which was unanimously recommended to AirNet’s Board of Directors (the “Board”) by the Special Committee of the Board and unanimously approved by AirNet’s Board, provided the private equity investment firm with exclusivity until November 30, 2005 to complete its confirmatory due diligence and execute a definitive merger agreement but further provided that such date might be extended by mutual consent under certain circumstances until December 15, 2005.
          On December 1, 2005, AirNet issued a press release (the “Release”) announcing that the private equity investment firm sought to extend such exclusivity period until December 15, 2005 to complete its confirmatory due diligence, which is currently on-going, and that the Special Committee of AirNet’s Board agreed to such extension on behalf of AirNet.
          While AirNet expects to be able to enter into a definitive agreement with the private equity investment firm prior to December 15, 2005, there can be no assurances that such an agreement will be executed or that, if it is, it will contain the same terms as those described in the Release or as previously disclosed.
          In addition, as previously reported in the Current Report on Form 8-K filed by AirNet on January 10, 2005, on January 5, 2005, AirNet’s Board engaged Brown Gibbons Lang & Company (“BGL”) to serve as AirNet’s exclusive financial advisor and investment banker to review, develop and evaluate various strategic alternatives to enhance shareholder value.
          In the Release, AirNet announced that while BGL continues in its role as financial advisor in connection with the proposed going private transaction, the Special Committee of the Board has engaged Giuliani Capital Advisors LLC as a second independent financial advisor to provide a fairness opinion to AirNet’s Board in connection with the offer of $4.55 per share contemplated by the letter of intent.
          A copy of the Release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits .
          (a) through (c) Not applicable
          (d) Exhibits :
          The following exhibit is filed with this Current Report on Form 8-K :
     
Exhibit No.   Description
 
   
99.1
  News release issued by AirNet Systems, Inc. on December 1, 2005

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: December 1, 2005
  By:   /s/ Gary W. Qualmann
 
       
 
      Gary W. Qualmann
 
      Chief Financial Officer, Treasurer and
 
           Secretary

INDEX TO EXHIBITS
     
Exhibit No.   Description
 
   
99.1
  News release issued by AirNet Systems, Inc. on December 1, 2005

 

Exhibit 99.1
AirNet Systems, Inc. Announces Extension of Letter of Intent Exclusivity Period and
Engagement of Giuliani Capital Advisors
CONTACT:
Bob Lentz
InvestQuest, Inc.
(614) 876-1900
COLUMBUS, Ohio – December 1, 2005 — As previously disclosed, on October 26, 2005, AirNet Systems, Inc. (NYSE: ANS) entered into a letter of intent for the sale of the company to a nationally recognized private equity investment firm in a going private transaction for $4.55 per share. The letter of intent provided the private equity investment firm with exclusivity until November 30, 2005 to complete its confirmatory due diligence and execute a definitive merger agreement but further provided that such date might be extended by mutual consent until December 15, 2005. AirNet today announced that it has agreed to extend the exclusivity period under the letter of intent until December 15, 2005. The private equity investment firm sought the extension to complete its confirmatory due diligence, which is currently on-going. Based on the potential buyer’s good faith efforts to date, the Special Committee of AirNet’s Board of Directors agreed to the extension on behalf of the company. The parties expect to reach a definitive agreement prior to December 15, 2005, although there can no assurances that such an agreement will be executed or that, if it is, it will contain the same terms as those described herein or previously disclosed.
Separately, AirNet announced that the Special Committee has engaged Giuliani Capital Advisors LLC (“Giuliani Capital”) to provide a fairness opinion to AirNet’s Board in connection with the offer of $4.55 per share contemplated by the letter of intent. Speaking on behalf of the Special Committee, James E. Riddle, Lead Director, stated, “We retained Brown Gibbons Lang & Company (“BGL”) in January 2005 to lead the marketing process that has culminated in the letter of intent for the sale of AirNet, and BGL is continuing in its role as financial advisor in connection with the proposed transaction. However, the Special Committee believed it was prudent to retain a second independent financial advisor to evaluate the fairness of the proposed offer. Giuliani Capital came highly recommended to the Special Committee. We look forward to working with Giuliani Capital and BGL as we proceed toward the execution of a definitive merger agreement.”
AirNet Systems, Inc.
AirNet Systems, Inc., through its operating subsidiaries, 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. Jetride, Inc., a wholly-owned subsidiary, provides Passenger Charter services nationwide to individuals and businesses. The Company operated a total of 127 aircraft, 113 for its cargo airline and 14 for its passenger charter airline at September 30, 2005, 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
Except for the historical information contained in this release of AirNet Systems, Inc., 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 release, the words “believe”, “anticipate”, “estimate”,
(more)

“expect”, “intend”, “may”, “plan”, “project” and similar expressions are intended to be among statements that identify forward-looking statements. Such statements involve risks and uncertainties including, but not limited to, the following which could cause actual results to differ materially from any forward-looking statement: 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 canceled checks; changes in check processing and shipment patterns of bank customers; the continued acceleration of migration of AirNet’s Bank customers to electronic alternatives to the physical movement of cancelled checks; 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; the ability to successfully market the Passenger Charter business in light of global changes in the commercial airline industry; 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; the impact of unusual items resulting from ongoing evaluation of our 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, and, while AirNet expects to be able to enter into a definitive agreement with the private equity investment firm, there can be no assurances that such an agreement will be executed or that, if it is, it will contain the same terms as those described herein and in prior news releases. 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 sections captioned “Forward-looking statements” and “Risk factors” in Item 7 of the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 of AirNet Systems, Inc. for additional details relating to risk factors that could affect AirNet’s results and cause those results to differ materially from those expressed in forward-looking statements.
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