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): July 20, 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 Incorporation) (Commission File Number) (IRS Employer
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)
N/A
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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).
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS - This report and any exhibit
or exhibits attached hereto, contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including,
without limitation, statements as to management's good faith expectations and
beliefs, which are subject to inherent uncertainties which are difficult to
predict, and may be beyond the ability of the Company to control.
Forward-looking statements are made based upon management's expectations and
belief concerning future developments and their potential effect upon the
Company. There can be no assurance that future developments will be in
accordance with management's expectations or that the effect of future
developments on the Company will be those anticipated by management.
The words "believes," "expects," "intends," "plans," "anticipates," "hopes,"
"likely," "will," and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company or its subsidiaries or industry
results, to differ materially from future results, performance or achievements
expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements which reflect management's view only as of the date of this Form 8-K.
The Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements which may be made to reflect
events or circumstance after the date hereof or to reflect the occurrence of
unanticipated events, conditions or circumstances. For additional information
about risks and uncertainties that could adversely affect the Company's
forward-looking statements, please refer to the Company's filings with the
Securities and Exchange Commission, including, it's annual report for fiscal
year ended December 31, 2006 on Form 10K, it's quarterly report on Form 10Q for
fiscal quarter ended March 31, 2007, and periodic filings on Form 8K.
ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On July 16, 2007, Alfredo Mason decided not to stand for re-election and
resigned from the Board of Director's of Global Aircraft Solutions, Inc. (the
"Company"). Mr. Mason, who joined the Company's Board of Directors in May 2004
is leaving because he was unable to devote the time necessary to perform his
duties as a Board member due to his current and ongoing outside business
interests, and his departure did not involve any disagreement on any matter
relating to the Company's operations, policies or practices. Mr. Mason was to
stand for re-election for a three year term at the Company's annual meeting to
be held on August 29, 2007 in Tucson, Arizona and as consequence of his
resignation, Mr. Mason will not be standing for re-election. A copy of Mr.
Mason's resignation letter dated July 16, 2007 is filed as Exhibit 17.1 to this
current report on Form 8-K.
The Company requested that Mr. Mason furnish it with a letter addressed to the
Securities and Exchange Commission stating whether he agrees with the above
statements made by the Company. A copy of that letter, dated July 19, 2007, is
filed as Exhibit 17.2 to this current report on Form 8-K.
On July 17, 2007, the Board of Directors of the Company appointed Michael
Hannley as a member of the Board of Directors to replace resigning member
Alfredo Mason. Mr. Hannley will serve until election at the annual meeting of
stockholders to be held on August 29, 2007 or until his earlier death,
resignation or removal. Mr. Hannley will be and remain a non-employee member of
the Board of Directors. Mr. Hannley is 58 years of age and is a local Tucsonan
with 35 years of banking experience and is currently the President and CEO of
the Bank of Tucson which he founded in 1996. From August 1986 until December
1995, Mr. Hannley was the Senior Vice President for National Bank of Arizona.
From May 1981 until June 1986, Mr. Hannley was employed by Great American
Savings, he was the Divisional Vice President beginning in May 1981 and assumed
the duties of Senior Vice President Administration in June 1986. Prior to his
employment with Great American Savings, Mr. Hannley was employed as the Regional
Vice President of Southern Arizona Bank/First Interstate Bank from July 1972
through May 1981.
Mr. Hannley presently serves on the following corporate and community Board of
Directors: Capitol Bancorp Limited (a multi-state bank holding company);
University of Arizona Foundation - Vice Chair; Tucson Airport Authority; Bank of
Santa Barbara; American Bankers Association; Pima County Trust Fund Board of
Trustees; University of Arizona Intercollegiate Athletics Rebounbders Board; DM
50; the Assistance League of Tucson, Inc. Community Advisory Committee;
University of Arizona Department of Biochemistry and Molecular Biophysics Board
of advisors; and Tucson Symphony Women's Association Community Advisory Board.
In addition to Mr. Hannley's current service as a Board member of the preceding
organizations, he is or was affiliated with the following organizations: 2004
Tucson United Way Campaign Chair; YMCA Youth Fouhdation; Davis-Monthan's
Honarary Squadron Commander Program; University of Arizona Eller College
Associates; Tucson Conquistadores Life Member; St. Mary's Hospital Foundation -
Past Director; St. Mary's Hospital Centurions Life Member; Tucson General
Hospital Past Board Trustee; American Heart Association - Past Director;
Southern Arizona Community Foundation - Founding Member; and Tucson Boys Chorus
- - Past President. Mr. Hannley is a graduate of Louisianna Tech University and
the University of Virginia Graduate School of Banking.
In connection with this appointment, Mr. Hannley will receive an annual
compensation of $20,000.00, plus (i) 10,000 shares of Company common stock
vested immediately upon election to the Board; (ii) options to purchase 10,000
shares of Company common stock at the then current market price with a 5 year
exercise period awarded upon the first date of service and then annually
thereafter vesting at the conclusion of each year of service; and (ii) 10,000
shares of Company common stock vested and awarded upon completion of each year
of service as long as Mr. Hannley remains a member of the board. In addition to
the preceding compensation. Mr. Hannley will also receive $1,000.00 for each
scheduled Board meeting attended plus reimbursement of reasonable travel
expenses. Any outside director who also serves on the audit committee will
receive additional annual compensation of $6,000.00 plus $1,000.00 for each
audit committee meeting attended and any outside director who also serves on the
compensation committee will receive additional annual compensation of $4,000.00
plus $500.00 for each compensation committee meeting attended. At present, no
determination has been made with respect to the committees on which Mr. Hannley
will serve.
ITEM 9.01. Financial Statements and Exhibits
(a) None
(b) None
(c) Exhibits
Exhibit No. Document
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17.1 Letter from Alfredo Mason dated July 16, 2007 to Global Aircraft
Solutions, Inc.
17.2 Letter from Alfredo Mason dated July 19, 2007 to the Securities
and Exchange Commission
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: July 20, 2007
Global Aircraft Solutions, Inc.
(Registrant)
By: /s/ John Sawyer
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Name: John Sawyer
Title: President