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): April 17, 2006

Kitty Hawk, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-25202	75-2564006
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)
1515 West 20th Street
P.O. Box 612787
DFW International Airport,
Texas		75261
(Address of principal		(Zip Code)
executive offices)

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

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Offer Letter to Mr. Jensen, dated April 17, 2006

Press Release

Item 1.01 Entry into a Material Definitive Agreement

On April 17, 2006, Kitty Hawk, Inc. (the “Company”) extended a written offer of employment (the “Offer Letter”) to Gary L. Jensen, and Mr. Jensen accepted the offer. The Offer Letter provides that Mr. Jensen will serve on an at-will basis as the Vice President and Chief Operating Officer of Kitty Hawk Ground, Inc. (“Kitty Hawk Ground”). Key elements of the Offer Letter include:

• An annual base salary of $200,000;

• A grant of stock options to acquire up to 30,000 shares of common stock and of up to 16,500 restricted stock units (subject to approval by the Board of Directors and upon executive recommendation);

• An annual bonus of up to 45% of base salary in accordance with the Kitty Hawk Leadership Performance Plan and as approved by the Board of Directors;

• Participation in standard benefits plans and the Company’s 401(k) Plan;

• Four weeks of vacation; and

• Payment for 50% of realtor fees and certain closing costs associated with relocation expenses.

The foregoing description of the terms of the Offer Letter does not purport to be complete and is qualified in its entirety by the Offer Letter attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 17, 2006, the Company appointed Mr. Jensen as Vice President and Chief Operating Officer of Kitty Hawk Ground. There were no arrangements or understandings between Mr. Jensen and any other person pursuant to which Mr. Jensen was appointed as Vice President and Chief Operating Officer of Kitty Hawk Ground. Except for Mr. Jensen’s potential employment arrangements, there have not been any transactions, nor are there any currently proposed transactions, since January 1, 2005, to which the Company or its subsidiaries, including Kitty Hawk Ground, was or is to be a party, in which the amount involved exceeds $60,000 and in which Mr. Jensen had, or will have, a direct or indirect material interest.

From April 2003 to April 2006, Mr. Jensen, age 52, served as Vice President Operations for current YellowRoadway subsidiary USF Bestway in Phoenix, Arizona and USF Red Star in Auburn, New York. At USF, Mr. Jensen had leadership responsibilities in each position for approximately 2,000 staff and operations, claims, industrial engineering, maintenance, safety, risk and process management functions. From November 2001 to April 2003, Mr. Jensen served as General Manager for Logistics Insights Corporation, a transportation and logistics company serving the automotive manufacturing industry. Mr. Jensen also spent eleven years, from 1975 to 2001, with Consolidated Freightways where he had numerous division, sales and operations management responsibilities.

A copy of the Company’s press release, dated April 19, 2006, is included as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Offer Letter to Mr. Jensen, dated April 17, 2006
99.1	Press Release, dated April 19, 2006, of Kitty Hawk, Inc.

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.
By: Name:	/s/ Steven E. Markhoff Steven E. Markhoff
Title:	Vice President Strategic Planning, General Counsel and Corporate Secretary

Date: April 19, 2006

EX-10.1

EXHIBIT 10.1

Mr. Gary L. Jensen
1803 W. Canary Way
Chandler, AZ 85248
March 30, 2006

Re: Offer Confirmation

Dear Gary

This letter confirms the terms and conditions of Kitty Hawk Inc.’s offer of employment. It is purely intended to summarize the employment relationship and is absolutely not to be construed as an employment contract. Kitty Hawk, Inc. is an employment at will employer and the employment relationship can be terminated by either party with or without cause at their respective discretion.

Now with the formalities out of the way, I want to express how pleased we are that you have elected to join our executive team. The organization is very select when it comes to bringing in talent and you bring the right blend of strategic and tactical orientation into the position and all of us anticipate you being wildly successful.

The list below captures the points of discussion that were consummated yesterday and should be an accurate reflection of the major employment issues:

§     Title:	Vice President, COO of Kitty Hawk Trucking
§     Reports to:	President and CEO
§     Date of hire:	April 17, 2006 or sooner
§     Salary:	$200,000 per annum
§     Stock options:	30,000 option shares and 16,500 RSU’s (subject to board approval and upon executive recommendation)`
§     Bonus norm:	45%
§     Benefits:	Effective date of hire
§     401 k:	Participation on the 1st of the quarter following ninety days

§     Vacation:	(4) weeks
§     Relocation:	company agrees to pay 5O% of the realtor fees and all closing costs on the sell end exclusive of any purchase incentives or extraordinary expense. Employee must consult team resources in advance of executing such a sale agreement so specific items can be confirmed as within the scope of this agreement.

All other fringe benefits, expense reimbursement and terms of employment shall be governed by the Team. Member Guide and the Company’s established policies and procedures.

Please feel comfortable calling me in the interim should questions arise or if you want greater amplification. Welcome to the Kitty Hawk family and feel free to identify us as your new employer if asked; should they decide to separate you immediately, we would love to bring you on board as early as this coming Monday.

I am here if you need anything. Cell: 214.403.9552

Respectfully,

Randy P. Smith
Kitty Hawk, Inc
Human Resources

EX-99.1

EXHIBIT 99.1

Approved By:	Steven E. Markhoff
	Vice President, Strategic Planning,
	General Counsel & Corporate Secretary
	Kitty Hawk, Inc.
	(972) 947-2200
Contacts:	Investors	Media
	EVC Group, Inc.	EVC Group, Inc.
	Doug Sherk/Stacey Fisher	Steve DiMattia
	(415) 896-6820	(646) 277-8706

KITTY HAWK FORMS NEW OPERATING SUBSIDIARY – KITTY HAWK GROUND, INC.
KITTY HAWK ADDS KEY NEW EXECUTIVE FOR SCHEDULED GROUND NETWORK

DALLAS, April 19, 2006 – Kitty Hawk, Inc. (AMEX: KHK) announced today that it has formed a new wholly-owned subsidiary, Kitty Hawk Ground, Inc., to manage its growing scheduled LTL ground network. Kitty Hawk Ground, Inc has hired Gary Jensen, age 52, as its new Vice President and Chief Operating Officer, reporting to Robert W. Zoller, President and CEO.

“The successful launch and initial growth of Kitty Hawk’s nationwide airport-to-airport scheduled LTL ground network has been a significant accomplishment and a strategic milestone for our company”, said Robert W. Zoller, President and CEO. “In just a few months, utilizing shared leadership, sales and operation team resources from Kitty Hawk’s North American air network Toby Skaar, VP and COO – Kitty Hawk Cargo, Inc. and his staff have created an entirely new, but complimentary service offering for Kitty Hawk’s domestic and international customers. With the expectation for increased growth we feel it is now an appropriate time to transition toward a corporate structure reflecting the significance of the LTL ground network.”

“Leading the new company will be Gary Jensen as Vice President and COO. Gary joins Kitty Hawk with a wealth of experience operating ground freight and logistics networks and possesses a unique background that encompasses not only operations, but also sales and marketing experience. We are excited to have someone of Gary’s caliber to further enhance Kitty Hawk’s growing ground network,” said Robert W. Zoller, president and chief executive officer.

Immediately prior to joining Kitty Hawk, Jensen served as Vice President Operations for current YellowRoadway subsidiary USF Bestway in Phoenix, Arizona and USF Red Star in Auburn, New York with leadership responsibilities in each position for approximately 2000 staff, operations, claims, industrial engineering, maintenance, safety, risk and process management. Prior to joining USF, Jensen served as General Manager for Logistics Insights Corporation, a transportation and logistics company serving the automotive manufacturing industry from Warren, Michigan as well as eleven years and numerous increasing division, sales and operations management responsibilities with Consolidated Freightways.

About Kitty Hawk, Inc. www.kittyhawkcompanies.com

As a recognized leader in customer service, Kitty Hawk is the premier provider of guaranteed, mission-critical, scheduled overnight air and beginning October 31, 2005 of scheduled time-definite coast-to-coast less-than-truckload (LTL) ground freight transportation to major business centers and surrounding communities throughout North America, including, Alaska, Hawaii, Toronto, Canada, and San Juan, Puerto Rico.

With more than 30 years experience in the aviation and air freight industries, Kitty Hawk plays a key connecting role in the global supply chain. Kitty Hawk serves the logistics needs of more than 550 freight forwarders, integrated carriers, logistics companies and major airlines with its extensive integrated air and ground network, fleet of Boeing 737-300SF and 727 cargo aircraft, as well as a 239,000 square-foot cargo warehouse, US Customs clearance and sort facility at its Fort Wayne, Indiana hub. In 2005, Kitty Hawk became the North American launch customer for the fuel-efficient and environmentally-friendly Boeing 737-300SF aircraft. Kitty Hawk’s air and ground cargo networks and award-winning, guaranteed overnight time-definite service are ideal for heavy-weight shipments (over 150 lbs), special goods with unique dimensions, perishables, animals and other valuable shipments.

Statement under the Private Securities Litigation Reform Act:

This report may contain forward-looking statements that are intended to be subject to the safe harbor protection provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or future financial and operating performance and involve known and unknown risks and uncertainties that may cause actual results or performance to be materially different from those indicated by any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “forecast,” “may,” “will,” “could,” “should,” “expect,” “intends,” “plan,” “believe,” “potential” or other similar words indicating future events or contingencies. Some of the things that could cause actual results to differ from expectations are: economic conditions; the impact of high fuel prices; our inability to successfully implement and operate our expanded ground network; failure of key suppliers and vendors to perform; our inability to attract sufficient customers at economical prices for our expanded ground network; unforeseen increases in liquidity and working capital requirements related to our expanded ground network; potential competitive responses from other operators of coast-to-coast less than truckload networks; the continued impact of terrorist attacks, global instability and potential U.S. military involvement; the Company’s significant lease obligations and indebtedness; the competitive environment and other trends in the Company’s industry; changes in laws and regulations; changes in the Company’s operating costs including fuel; changes in the Company’s business plans; interest rates and the availability of financing; liability and other claims asserted against the Company; labor disputes; the Company’s ability to attract and retain qualified personnel; inflation; and costs. For a discussion of these and other risk factors, see Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. All of the forward-looking statements are qualified in their entirety by reference to the risk factors discussed therein. These risk factors may not be exhaustive. The Company operates in a continually changing business environment, and new risk factors emerge from time to time. Management cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on the Company’s business or events described in any forward-looking statements. The Company disclaims any obligation to publicly update or revise any forward-looking statements after the date of this report to conform them to actual results.

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