- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from________ to_________ Commission file number 2-87778A THE FLIGHT INTERNATIONAL GROUP, INC. (Exact name of registrant as specified in its charter) Georgia 58-1476225 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Lear Drive 23602 Newport News VA (Zip Code) (Address of principal executive offices) (757) 886-5500 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: New Common Stock, par value $.01 per share -------------------------------------------------------------------- (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of the date hereof, there is no public market for the issuer's securities. Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No As of August 16, 2002 there were 1,109,588 shares of the issuer's New Common Stock, par value $.01 per share, issued and outstanding. - -------------------------------------------------------------------------------- The registrant hereby files this report on Form 10-K/A to amend its Annual Report on Form 10-K, filed August 19, 2002 for the year ended April 30, 2002 to correct the description of Exhibit 10(v) in the Exhibit Index and to include certain information contained Exhibits 10(u) and 10(v) that was previously excluded. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 1. The exhibits required to be filed as part of this Annual Report on Form 10-K are listed in the attached Exhibit Index. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 20, 2002 THE FLIGHT INTERNATIONAL GROUP, INC. By: /s/ David E. Sandlin ---------------------------- David E. Sandlin Principal Executive Officer By: /s/ Robert C. Dynan ---------------------------- Robert C. Dynan Principal Financial Officer 2 EXHIBIT INDEX Exhibit Number Description 10(u) Award/Contract No. N00019-02-D-3157 dated 1 April, 2002 issued by the U.S. Naval Air Systems Command, AIR 2.4.5.1.10, NAS Patuxent River, MD to Flight International, Inc. (CAS-MOS Contract, Lot I)). Certain portions of this Exhibit have been omitted based upon a request for confidential treatment with the Securities and Exchange Commission (the "Commission"). The confidential portions have been filed with the Commission. 10(v) Award /Contract No. N00019-01-0037 dated 1 January, 2002 issued by the U.S. Naval Air Systems Command, AIR 2.4.5.1.10, NAS Patuxent River, MD to Flight International, Inc. (CAS-MOS Contract, Lot III). Certain portions of this Exhibit have been omitted based upon a request for confidential treatment with the Securities and Exchange Commission (the "Commission"). The confidential portions have been filed with the Commission. 3