UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 4, 2007
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FIRST AVIATION SERVICES INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-21995 06-1419064
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(Commission File Number) (IRS Employer Identification No.)
15 RIVERSIDE AVENUE
WESTPORT, CONNECTICUT 06880-4214
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(Address of Principal Executive Offices) (Zip Code)
(203) 291-3300
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01. REGULATION FD DISCLOSURE
Attached as Exhibit 99.1 hereto, and incorporated herein by reference,
is a letter, dated May 4, 2007, to the shareholders of First Aviation Services
Inc. (the "Company") from the Company's Chairman and Chief Executive Officer.
Forward-Looking Statements
Certain statements discussed in the letter constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not statements of historical facts, but rather
reflect the Company's current expectations concerning future events and results.
Such forward-looking statements, including those concerning the Company's
expectations, involve known and unknown risks, uncertainties and other factors,
some of which are beyond the Company's control, that may cause the Company's
actual results, performance or achievements, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such risks,
uncertainties and other important factors include, among others: the Company's
ability to obtain parts and components from its principal suppliers on a timely
basis; depressed domestic and international market and economic conditions;
especially those currently facing the aviation industry as a whole, including
terrorism and terrorism related impacts, the impact of changes in fuel and other
freight related costs, major adverse weather related effects such as hurricanes
impacting our customer base, relationships with its customers, the ability of
the Company's customers to meet their financial obligations to the Company, the
ability to obtain and service supply chain management contracts, changes in
regulations or accounting standards, the ability to consummate suitable
acquisitions and expand, the loss of the use of facilities and distribution hub
in Southaven, MS, significant failure of our computer systems, telephony systems
or networks, efforts to comply with section 404 of the Sarbanes-Oxley Act of
2002, and other items that are beyond the Company's control and may cause actual
results to differ from management's expectations, In addition, specific
consideration should be given to the various factors described in Item 1A, "Risk
Factors", Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations", and elsewhere in the Company's Annual Report on Form
10-K for the year ended January 31, 2007, and the various factors described in
the letter. The Company undertakes no obligation to update any forward-looking
statements or cautionary factors except as required by law.
This information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
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99.1 Letter to Shareholders of First Aviation Services Inc., dated
May 4, 2007.
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SIGNATURES
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.
FIRST AVIATION SERVICES INC.
By: /s/ Bill L. Reznicek
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Name: Bill L. Reznicek
Title: Vice President and Chief Financial
Officer
Date: May 4, 2007
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FIRST AVIATION SERVICES, INC.
EXHIBIT INDEX
Exhibit No. Description
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99.1 Letter to Shareholders of First Aviation Services Inc., dated
May 4, 2007.
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