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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): September 5, 2007
Global Aircraft Solutions, Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-28575 84-1108499
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(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
P.O. Box 23009 Tucson, AZ 85734
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(Address of principal executive offices)
(520) 294-3481
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(Registrant's telephone number, including area code)
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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-14(c).
ITEM 1.01. Entry Into a Material Definitive Agreement
Global Aircraft Solutions, Inc. ("Global") issued a press release on September
4, 2007, a copy of which is attached as Exhibit 99.1 to this report, in which it
announced that as of August 31, 2007 it has entered into a Participation
Agreement with Global Aircraft Leasing Partners, LLC ("GALP"). GALP is engaged
in commercial aircraft purchasing, sales and lease activities.
The Participation Agreement provides that in consideration of Global providing
aircraft marketing and technical support services to GALP since GALP's inception
on or about January 19, 2007, Global shall be entitled to a commission equal to
forty percent (40%) of the net profits earned on all transaction entered into by
GALP since GALP's inception. This commission arrangement will continue until
Global participates in GALP as a forty percent (40%) equity partner for a forty
thousand dollar ($40,000.00) investment anticipated to occur on or after October
1, 2007.
As additional consideration, Global will provide to GALP ongoing technical
support to facilitate GALP's commercial aircraft purchasing, leasing and sales
activities. The technical support provided to GALP by Global will include
dedicated personnel from Global's wholly owned subsidiaries, Hamilton Aerospace
Technologies (HAT) and World Jet, Inc., to inspect, evaluate, modify, repair,
maintain and provide logistical support for GALP's aircraft portfolio. All
technical services provided to GALP by HAT and World Jet will be billed at
company-standard rates.
Global will not be required to make any additional capital contributions in
support of any future aircraft acquisitions by GALP, and all debt assumed by
GALP as a result of aircraft acquisitions will be non-recourse with respect to
Global.
The foregoing description of the Participation Agreement is only a summary of
certain provisions of the Participation Agreement and is qualified in it's
entirety by the terms of the Participation Agreement, a copy of which is filed
hereto as Exhibit 10.1.
A copy of the Press Release is furnished herewith as Exhibit 99.1
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Compensatory Arrangements of Certain Officers
(e) On September 4, 2007, Global issued a press release announcing that,
contrary to a prior announcement that Mr. Ian Herman would be resigning as Chief
Executive Officer ("CEO") of Global, Mr. Ian Herman will remain as CEO of Global
and has signed a new employment agreement in support thereof.
The Employment Agreement ("Agreement") is effective August 12, 2007 and is for
an initial term of three (3) years and shall automatically renew for successive
one (1) year periods upon each anniversary unless, not later than 60 days prior
to any renewal date, either Global or Mr. Herman provides written notice that it
does not intend to renew the Agreement. Pursuant to the Agreement, Mr. Herman
will receive a base annual salary of $195,000.00, subject to annual review and
determination of upward adjustment. In addition, on the anniversary date of each
year of service under this new agreement, Mr. Herman will be awarded 130,000
shares of Global common stock.
Pursuant to the Agreement, Mr. Herman will also be eligible for discretionary
cash and/or stock bonuses as determined from time to time by Global's Board of
Directors.
Pursuant to the Agreement, Mr. Herman is also eligible to participate in
Global's health and welfare benefit plans; paid vacation; and participation in
any stock option plan, stock purchase plan or any similar incentive plan based
all or in part on Global's equity securities.
The foregoing description of the Employment Agreement is only a summary of
certain provisions of the Employment Agreement and is qualified in it's entirety
by the terms of the Employment Agreement, a copy of which is filed hereto as
Exhibit 10.2.
A copy of the Press Release is furnished herewith as Exhibit 99.1
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Document
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10.1 Copy of Participation Agreement between Global and GALP
10.2 Copy of Employment Agreement between Global Aircraft Solutions ,
Inc. and Mr. Ian Herman.
99.1 Press Release of Global Aircraft Solutions, Inc. issued
September 4, 2007 (Furnished herewith).
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.
Date: September 5, 2007
Global Aircraft Solutions, Inc.
(Registrant)
By: /s/ John Sawyer
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Name: John Sawyer
Title: President