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 19, 2005 (December 16, 2005)                                         
AirNet Systems, Inc.
 
(Exact name of registrant as specified in its charter)
         
Ohio   1-13025   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 8.01. OTHER EVENTS.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
INDEX TO EXHIBITS
EX-99.1

ITEM 8.01. OTHER EVENTS.
Termination of Letter of Intent
     On December 16, 2005, AirNet Systems, Inc. (“AirNet”) issued a news release (the “Release”) announcing that AirNet has been unable to reach a definitive merger agreement with the private equity investment firm that entered into a letter of intent with AirNet on October 26, 2005. As a result, the Special Committee of AirNet’s Board of Directors has allowed the exclusivity period with the firm to expire. As previously disclosed, AirNet entered into a letter of intent for the sale of the company to the nationally recognized private equity investment firm in a going private transaction. Pursuant to the terms of the letter of intent, the private equity investment firm had exclusivity until December 15, 2005 to complete its confirmatory due diligence and execute a definitive merger agreement. A copy of the Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by this reference.
Annual Meeting of Shareholders
     On December 16, 2005, AirNet held its 2005 Annual Meeting of Shareholders. Each of the following individuals was re-elected as a director for a term expiring at the 2006 Annual Meeting of Shareholders: Joel E. Biggerstaff; James M. Chadwick; Russell M. Gertmenian; Gerald Hellerman; David P. Lauer; Bruce D. Parker; and James E. Riddle.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
     (a)      through (c): Not applicable
     (d)      Exhibits: The following exhibit is being filed with this Current Report on Form 8-K:
             
    Exhibit No.   Description
 
            
 
     99.1     News Release issued by AirNet Systems, Inc. on December 16, 2005
 
 
[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: December 19, 2005  By:   /s/ Gary W. Qualmann    
    Gary W. Qualmann   
    Chief Financial Officer,
Treasurer and Secretary 		  

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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated December 19, 2005
AirNet Systems, Inc.
     
Exhibit No.   Description
 
    
99.1
   News Release issued by AirNet Systems, Inc. on December 16, 2005

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Exhibit 99.1
 
AirNet Systems, Inc. Announces Termination of Letter of Intent
CONTACT:
Bob Lentz
InvestQuest, Inc.
(614) 876-1900
COLUMBUS, Ohio – December 16, 2005 — AirNet Systems, Inc. (NYSE: ANS) today announced that it has been unable to reach a definitive merger agreement with the private equity investment firm that entered into a letter of intent with the company on October 26, 2005. As a result, the Special Committee of AirNet’s Board of Directors has allowed the exclusivity period with the firm to expire. As previously disclosed, AirNet entered into a letter of intent for the sale of the company to the nationally recognized private equity investment firm in a going private transaction. Pursuant to the terms of the letter of intent, the private equity investment firm had exclusivity until December 15, 2005 to complete its confirmatory due diligence and execute a definitive merger agreement. Speaking on behalf of AirNet’s Special Committee, James E. Riddle, Lead Director, stated: “We are disappointed that we have been unable to reach a definitive agreement. Our board and our management team will now focus on continuing to operate AirNet as an independent company. Obviously, in the exercise of our fiduciary duties, if we receive an offer from a qualified potential acquirer, we will consider it.”
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”, “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 whether AirNet is able to enter into a definitive agreement for the sale of the company. 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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