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):
November 12, 2004
FLYi, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21976 13-3621051
(State or other (Commission (IRS Employer
Jurisdiction of File Number Identification No.)
Incorporation)
45200 Business Court, Dulles, VA 20166
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(703) 650-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 1.01. Entry into a Material Definitive Agreement
Flyi, Inc. (the "Company") disclosed in its Form 10-Q filed on
November 9, 2004 that to address liquidity concerns the Company
was, among other actions, engaged in discussions regarding the
terms for acceptance of deliveries of Airbus A319 aircraft that
the Company had previously contracted with Airbus' wholly-owned
affiliate AVSA S.A.R.L. ("AVSA") to acquire, and for which the
Company had not made predelivery payments to AVSA of
approximately $8.7 million, resulting in a default that was
subject to cure. On November 12, 2004, the Company's wholly
owned subsidiary Independence Air, Inc. entered into an agreement
with AVSA to amend the purchase agreement for 16 Airbus A319
aircraft in a fashion that eliminates the default that was
disclosed in the Company's Form 10-Q. Under the terms of the
amended aircraft purchase agreement, delivery of ten A319s
originally scheduled for 2005 has been rescheduled to
2007, except that under certain limited circumstances
Independence Air may be able to substitute up to 5 of these
aircraft with leased Airbus A319 aircraft purchased by operating
lessors from Airbus and/or AVSA for delivery in late 2005. The
rescheduling of aircraft deliveries to 2007 has adjusted the
amount of current and near-term pre-delivery payments due under
the purchase agreement, thus assisting in the Company's efforts
to address its liquidity requirements. The amendment does not
affect the scheduled delivery in 2006 of six Airbus A319s that
Independence Air has contracted to purchase from AVSA.
Independence Air has previously accepted delivery of two leased
Airbus A319s under agreements with operating lessors, and the
amendment to Independence Air's agreement with AVSA does not
adjust the delivery schedule of the remaining ten leased aircraft
scheduled to be delivered through May 2005.
This Report on Form 8-K contains forward-looking statements and
information that is based on management's current expectations as
of the date of this document. When used herein, the words
"anticipate", "believe", "estimate" and "expect" and similar
expressions, as they relate to the Company or its management, are
intended to identify such forward-looking statements. Such
forward-looking statements are subject to risks, uncertainties,
assumptions and other factors that may cause the actual results
of the Company to be materially different from those reflected in
such forward-looking statements. Such risks and uncertainties
include, among others: the ability of the Company to
successfully complete negotiations with its various lessors to
reduce and/or defer its aircraft lease and loan payments; the
ability to successfully raise cash through the sale or re-
financing of Company-owned aircraft and parts inventory; the
ability of the Company to effectively implement its low-fare
business strategy utilizing regional jets and Airbus aircraft,
and to compete effectively as a low-fare carrier, including
passenger response to the Company's new service, and the response
of competitors with respect to service levels and fares in
markets served by the Company; the effects of high fuel prices on
the Company; the ability to successfully and timely complete the
acquisition of, obtain certification for, and secure financing
of, its Airbus aircraft, and to successfully integrate these
aircraft into its fleet; and general economic and industry
conditions, any of which may impact the Company, its aircraft
manufacturers and its other suppliers in ways that the Company is
not currently able to predict. Certain of these and other risk
factors are more fully disclosed under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2003 and its Quarterly Report Form 10-Q for the
period ended September 30, 2004. The Company does not intend to
update these forward-looking statements prior to its next
required filing with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this current report to be signed
on its behalf by the undersigned hereunto duly authorized.
FLYi, Inc.
Date: November 15, 2004 By: /S/ Richard J. Surratt
Richard J. Surratt
Executive Vice President and Chief
Financial Officer