8-K

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): November 4, 2002

Kitty Hawk, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-25202	75-2564006
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1515 West 20th Street P.O. Box 612787 DFW Airport, Texas	75261
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (972) 456-2200

Not Applicable

(Former name or former address, if changed since last report)

Item 5.    Other Events and Regulation FD Disclosure.

On November 4, 2002, Kitty Hawk, Inc. (the “Company”) announced that Robert W. Zoller, Jr. has succeeded Tilmon J. Reeves as the Company’s President and Chief Executive Officer. Mr. Zoller was elected to such offices by the Company’s Board of Directors following Mr. Reeves’ resignation from the Company on November 4, 2002. Mr. Zoller was also elected as a director of the Company, filling a vacancy left on the Board by Mr. Reeves’ resignation from the Board of Directors. Additionally, James R. Craig has resigned from the Board of Directors and his position of Vice President and General Counsel of the Company as of November 4, 2002. Mr. Reeves will provide consulting services to the Company for a one-year period, which may be extended for an additional year at the election of either party. Mr. Reeves is subject to a two year non-competition agreement, which will be extended for an additional year in the event the consulting agreement is extended. Mr. Craig will be available to provide advice and consultation to the Company from time to time.

The Company issued a press release on November 4, 2002, with respect to Mr. Zoeller becoming the Company’s President and Chief Executive Officer and a director of the Company. A copy of the press release is attached hereto as Exhibit 99.1.

On November 7, 2002, the Company also announced that Gerald L. Gitner, a director of the Company since October 1, 2002, has been elected as non-executive Chairman of the Board effective as of November 4, 2002. The Company issued a press release on November 7, 2002, with respect to Mr. Gitner’s election as Chairman of the Board. A copy of the press release is attached hereto as Exhibit 99.2.

Item 7.    Financial Statements and Exhibits

(a)    Financial Statements of businesses acquired.

Not applicable

(b)    Pro forma financial information.

Not applicable

(c)    Exhibits

The Exhibit Index attached hereto is incorporated by reference herein.

* * * * *

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	KITTY HAWK, INC.
Date:  November 7, 2002	By:	/s/    Drew Keith
	Name: Title:	Drew Keith Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Kitty Hawk, Inc. on November 4, 2002
99.2	Press Release issued by Kitty Hawk, Inc. on November 7, 2002

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

November 4, 2002

Kitty Hawk, Inc. Announces

The Election of Robert W. Zoller, Jr. as President,

Chief Executive Officer and Director

DALLAS – November 4, 2002 — Kitty Hawk, Inc. (Pink Sheets: KTHKV.PK) Robert W. Zoller, Jr. has been elected President, Chief Executive Officer and a Director of the Company effective immediately.

Mr. Zoller is currently a Principal and Founder of International Management Solutions, LLC, a West Palm Beach, Florida based strategic planning and “corporate turn-around” consulting practice. Mr. Zoller’s career has included previous airline industry assignments such as: President & Chief Operating Officer of Hawaiian Airlines, Inc.; Sr. Vice President Maintenance & Engineering AirTran Airways, Inc.; Vice President Operations, American Airlines/AMR Eagle; and Director Flight Operations, Pacific Southwest Airlines, Inc. In addition to work in commercial aviation, Mr. Zoller has held accounting and financial planning management positions with General Dynamics, Inc. and NCR, Inc.

In nominating Mr. Zoller for Board approval, Myron Kaplan, Chairman of the Board’s Search Committee and partner with Kleinberg, Kaplan, Wolff & Cohen, PC in New York noted, “Bob impressed the Committee and the Board of Directors as an energetic, proven business executive with extensive experience directing strategic growth and enhancing shareholder value for a wide range of companies.”

In accepting the role of President and CEO of the Company, Zoller said, “The opportunity to rekindle the finest traditions and past successes of this company; to work with a very professional, dedicated Kitty Hawk team; and, to help chart a course for growth is very exciting.”

Succeeding Mr. Tilmon J. Reeves as President and CEO, Zoller stated, “Jim has provided extraordinary leadership, accepting a demanding role and successfully directing the Company through a very difficult period and a successful reorganization. And, in order to continue building on his previous accomplishments and the Company’s successes, Jim has graciously accepted an offer to provide strategic consulting services to the management team.”

Mr. Zoller holds a Master of International Business Administration degree from United States International University, San Diego, California and a Bachelor of Science Degree in Economics and Business Administration from the University of Maryland, College Park, Maryland. He also served on active and reserve duty as an Officer/Aviator with the U.S. Navy, including combat duty during the Vietnam War era.

Operating its own and leased aircraft, Kitty Hawk, Inc. provides scheduled overnight air cargo service to approximately 47 U.S. cities through its hub in Fort Wayne, Indiana with the support of its FAA Part 121 certificated cargo airline. For more information on the company, visit Kitty Hawk’s Web site at www.khcargo.com.

This release contains forward-looking statements relating to future business expectations. Business plans may change as circumstances warrant. Actual results may differ materially as a result of factors over which the company has no control. Such factors include, but are not limited to: world wide business and economic conditions; acquisitions, recruiting and new business solicitation efforts; product demand and the rate of growth in the air cargo industry; the impact of competitors and competitive aircraft and aircraft financing availability; the ability to attract and retain new and existing customers; jet fuel prices; normalized aircraft operating costs and reliability and regulatory actions.

Contact: Kitty Hawk, Inc.

E. Pierce Marshall, Jr.

972-456-2328

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

November 7, 2002

Kitty Hawk, Inc. Announces

The Election of Gerald L. Gitner as Chairman of the Board

DALLAS – November 7, 2002 — Kitty Hawk, Inc. (Pink Sheets: KTHKV.PK) Gerald L. Gitner has been elected as non-executive Chairman of the Board of the Company effective as of November 4, 2002. Mr. Gitner has served as a director of the Company since October 1, 2002.

Mr. Gitner is currently Chairman of D.G. Associates, Inc., a strategic planning and consulting practice. Mr. Gitner’s career has included previous airline industry assignments such as: Chairman and Chief Executive Officer TWA, Inc.; President of Texas Air Corp; and Vice Chairman of Pan Am World Airways and Pan Am Corp. and Chairman and Chief Executive Officer of Pan Am World Services.

In nominating Mr. Gitner to serve as Chairman, Myron Kaplan, Chairman of the Board’s Search Committee and partner with Kleinberg, Kaplan, Wolff & Cohen, PC in New York noted, “Gerry’s extensive experience as a senior executive of several major businesses and his energetic and methodical approach to the myriad of issues facing the Board make him the logical choice to be non-executive Chairman of the Board. Additionally, the Board felt that as a result of recent developments in the best practices of corporate governance, it made sense to have a non-employee director serve as our Chairman.”

In accepting the role of Chairman of the Board, Gitner said, “I look forward to providing the focus for the wealth of knowledge, vision and experience of the members of our Board and allowing executive management, and the Chief Executive Officer in particular, to focus exclusively on the growth and efficient operations of the Company.”

Succeeding Mr. Tilmon J. Reeves as Chairman of the Board, Gitner also said, “Jim has provided extraordinary leadership in his stewardship of the Company through its Chapter 11 reorganization, we are indebted to him for his service to the Company and wish him the greatest success in the future.”

Mr. Reeves has accepted an offer to provide strategic consulting services to the management team.

Mr. Gitner is a graduate of Boston University and serves on the Board of Trustees of both the Rochester Institute of Technology and the American College of Management & Technology.

Operating its own and leased aircraft, Kitty Hawk, Inc. provides scheduled overnight air cargo service to approximately 47 U.S. cities through its hub in Fort Wayne, Indiana with the support of its FAA Part 121 certificated cargo airline. For more information on the company, visit Kitty Hawk’s Web site at www.khcargo.com.

This release contains forward-looking statements relating to future business expectations. Business plans may change as circumstances warrant. Actual results may differ materially as a result of factors over which the company has no control. Such factors include, but are not limited to: world-wide business and economic conditions; acquisitions, recruiting and new business solicitation efforts; product demand and the rate of growth in the air cargo industry; the impact of competitors and competitive aircraft and aircraft financing availability; the ability to attract and retain new and existing customers; jet fuel prices; normalized aircraft operating costs and reliability and regulatory actions.

Contact: E. Pierce Marshall, Jr.

Kitty Hawk, Inc.

972-456-2328