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) March 27, 2006 ----------------------------- FIRST AVIATION SERVICES INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-21995 06-1419064 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 15 Riverside Avenue Westport, Connecticut 06880-4214 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (203) 291-3300 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable - -------------------------------------------------------------------------------- (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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On March 27, 2006, the Compensation Committee (the "Compensation Committee") of the Board of Directors of First Aviation Services Inc. (the "Company") approved the annual base salaries (effective as of February 1, 2006) of the executive officers of the Company. The following table sets forth the annual base salary levels of the following named executive officers of the Company (as of February 1, 2006) for 2006: NAME AND POSITION BASE SALARY - ----------------- ----------- Michael C. Culver $350,000 President and Chief Executive Officer Paul J. Fanelli $250,000 President and Chief Executive Officer, Aerospace Products International, Inc. Robert G. Costantini $220,000 Chief Financial Officer, Senior Vice President-Finance, and Secretary Also on March 27, 2006, the Compensation Committee authorized the award of cash bonuses to certain of the named executive officers of the Company in respect of the year ended January 31, 2006, as set forth in the following table: NAME AND POSITION BONUS - ----------------- ----- Michael C. Culver $250,000 President and Chief Executive Officer Paul J. Fanelli $130,000 President and Chief Executive Officer, Aerospace Products International, Inc. Robert G. Costantini $90,000 Chief Financial Officer, Senior Vice President-Finance, and Secretary 2 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/ Robert Costantini ------------------------------------- Name: Robert Costantini Title: Chief Financial Officer Date: March 30, 2006 -------------- 3