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 20, 2007

Kitty Hawk, Inc.

(Exact name of registrant as specified in its charter)

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

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

Press Release

Item 1.02 Termination of a Material Definitive Agreement

The disclosure under Item 5.02 set forth below is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of President/Chief Executive Officer

On April 20, 2007, Robert W. Zoller, Jr. tendered a notice of retirement from his position as President and Chief Executive Officer (“CEO”) of Kitty Hawk, Inc. (the “Company”) and from all officer and director positions of the Company’s subsidiaries, effective April 30, 2007. In addition, the employment agreement between Mr. Zoller and the Company dated December 13, 2004 (the “Employment Agreement”) terminated on April 20, 2007. The Company will continue to pay Mr. Zoller his normal salary and benefits through April 30, 2007. Mr. Zoller will continue to serve on the Company’s Board of Directors.

The Company and Mr. Zoller entered into an Amended and Restated Separation and Consulting Agreement and General Release (the “Agreement”) effective as of April 30, 2007. Pursuant to the Agreement, starting May 1, 2007, Mr. Zoller will provide consulting services to the Company until March 15, 2008 (the “Consulting Period”). The Company will pay Mr. Zoller $175,000 for the consulting services. In addition, the Company will pay any COBRA premiums (and reimburse Mr. Zoller from any income taxes thereon) under the Company’s health plans until the earlier of (i) the termination of the Consulting Period or (ii) the date Mr. Zoller becomes eligible to participate in alternative health insurance provided by a third party.

Pursuant to the Agreement, Mr. Zoller agreed not to disclose confidential information of the Company during or after the Consulting Period. In addition, Mr. Zoller agreed not to disparage the Company nor solicit the Company’s customers during the Consulting Period. Mr. Zoller also agreed to not solicit the Company’s employees for twelve months after the end of the Consulting Period. Finally, Mr. Zoller released the Company from any and all claims which he may have had through April 30, 2007. The Company agreed not to disparage Mr. Zoller through the end of the Consulting Period and agreed to release him from any and all claims which arise out of actions taken by Mr. Zoller while serving the Company and acting in good faith.

Mr. Zoller’s stock options will continue to vest during the Consulting Period. Upon the termination of the Consulting Period, any unvested stock options will be forfeited and vested stock options will remain exercisable for ninety (90) days. Any unvested restricted stock units will be forfeited on April 30, 2007 and the vested stock units will be converted into shares of common stock.

An Executive Committee comprised of two of current Board members, Melvin Keating and Joseph Ruffolo, will temporarily assume Mr. Zoller’s responsibilities until a replacement is appointed. The executive management team will continue in their current positions and will report to the Executive Committee.

Departure of Certain Directors

On April 20, 2007, Gerald Gitner, Raymond Greer, Myron Kaplan and Laurie Shahon resigned from the Company’s Board of Directors. To the knowledge of the Company’s executive officers, the decisions of these directors to resign was not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of New Directors

On April 23, 2007, the Company appointed Bryant R. Riley to serve as a director of the Company. Mr. Riley is a greater than 5% stockholder of the Company. The Board of Directors did not immediately appoint Mr. Riley to serve on any committees, but may do so in the future.

On April 24, 2007, the Company appointed Alan Howe to serve as a director of the Company. Mr. Howe was appointed to the Audit Committee of the Board of Directors. Mr. Howe is not a party to any transaction or relationship within the meaning of Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

The Board of Directors currently consists of five members and there are no vacancies on the Board of Directors.

The Company has previously entered into certain related party transactions with Mr. Riley and his affiliates. On November 9, 2005, the Company sold 14,800 shares of Series B Convertible Preferred Stock, par value $0.01 per share and stated value of $1,000 per share, in a private placement. In connection with the issuance of the Series B Convertible Preferred Stock, the Company granted the purchasers warrants to purchase an aggregate of 3,609,756 shares of common stock. The warrants have a term of five years, an exercise price equal to $0.82 per share and are currently exercisable. Mr. Riley and his affiliates purchased 2,000 shares of Series B Convertible Preferred Stock and received warrants to acquire 487,805 shares of common stock in connection therewith. Of the $14.8 million invested in the Company in this transaction, Mr. Riley and his affiliates invested $2.0 million. In addition, the Company paid B. Riley & Co., Inc., an affiliate of Mr. Riley, $757,500 for investment banking services rendered in this transaction.

In March 2007, the Board of Directors declared a dividend for the three months ending March 31, 2007 on the shares of Series B Convertible Preferred Stock in the amount of $27.61 for each share of Series B Convertible Preferred Stock issued and outstanding on March 27, 2007. The Company gave the holders of the Series B Convertible Preferred Stock the option of receiving shares of the Company’s common stock in lieu of cash to settle the dividend. Certain of the 5% or greater stockholders and their affiliates, including Mr. Riley and his affiliates, accepted common stock in lieu of cash, and the Company issued a total of 375,167 shares of common stock at a price of $0.85 per share to those holders, equal to approximately $318,892 in cash. Mr. Riley and his affiliates received 64,964 shares of the Company’s common stock in connection therewith, equal to approximately $55,219.

On March 29, 2007, the Company entered into a Security Agreement and Secured Revolving Note with Laurus Master Fund, Ltd. (the “Revolving Facility”), which replaced the Company’s prior credit facility with PNC Bank, National Association. B. Riley & Co., Inc. acted as the placement agent in connection with the Revolving Facility. The Company paid B. Riley & Co., Inc. a placement fee of $262,500 upon closing of the Revolving Facility. B. Riley & Co., Inc. is an affiliate of Mr. Riley.

Press Release

A copy of the Company’s press release announcing the retirement of Mr. Zoller, the resignation of certain of the Company’s directors and the appointment of Mr. Riley to the Company’s Board of Directors is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

Melvin L. Keating, a director of the Company since March 10, 2006, was appointed the chairman of the Company’s Board of Directors, effective April 20, 2007. Joseph Ruffolo was appointed to the Audit Committee of the Company’s Board of Directors on April 24, 2007.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated as of April 24, 2007.

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:	/s/ STEVEN E. MARKHOFF
Name: Title:	Steven E. Markhoff Corporate Secretary

Date: April 25, 2007

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated as of April 24, 2007.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

Contacts:	Investors:	Media:
	EVC Group, Inc.	EVC Group, Inc.
	Doug Sherk/Jenifer Kirtland	Steve DiMattia
	(415) 896-6820	(646) 201-5445

KITTY HAWK ANNOUNCES LEADERSHIP TRANSITION PLAN

Major Stockholder Bryant Riley Joins Board of Directors

Mel Keating Elected Chairman of the Board

President & CEO Bob Zoller Announces his Retirement

DALLAS , April 24, 2007 Kitty Hawk, Inc. (AMEX: KHK), the parent company of Kitty Hawk Cargo, Inc., Kitty Hawk Ground, Inc. and Kitty Hawk Aircargo, Inc., today announced a leadership transition plan under which the next era of the Company’s development will be launched. As part of the plan, Robert W. Zoller, 60, President and CEO, will retire from Kitty Hawk effective April 30, 2007 while remaining a member of the Board of Directors and becoming a consultant to the Company. Four other members of the Company’s Board of Directors including Gerald Gitner, Raymond Greer, Myron Kaplan and Laurie Shahon have resigned from the Board.

A two-member Executive Committee comprised of current Board members Mel Keating and Joe Ruffolo will temporarily assume Mr. Zoller’s responsibilities until a replacement is appointed. The executive management team will continue in their current positions and will report to the Executive Committee.

Mr. Keating, who joined the Kitty Hawk Board of Directors in March 2006, has been appointed Chairman of the Board, replacing Mr. Gitner. Bryant Riley, a greater than 15 percent stockholder of Kitty Hawk, and Alan Howe, Vice President of Strategic and Wireless Business Development for Covad Communications, Inc. and recommended by Lloyd Miller III, a greater than 23 percent stockholder of Kitty Hawk have been appointed to the Board of Directors. The Board has been reduced to five members from seven.

“We look forward to working with senior management to continue to build Kitty Hawk’s scheduled North American expedited air and ground network, and to increase its return to stockholders,” said Mr. Keating. “As we transition the leadership of the organization, our goals are to enhance its competitive position in the marketplace while significantly improving the financial performance of its operations. We believe that we have the existing management team and financial resources in place to execute this strategy. In addition, Joe and I are especially pleased that Bryant Riley and Alan Howe have agreed to join the Board of Directors and play an active role in the oversight of the Company.

“At the same time, Joe, Bryant and I would like to thank Bob Zoller for his visionary leadership since 2002. Recently, Bob expressed a desire to cut back on his day-to-day activities and our plan is enabling that transition. We appreciate Bob’s willingness to be available to the Executive Committee as well as the senior leadership team as we move forward,” said Mr. Keating.

“I look forward to working with the board and management team at Kitty Hawk,” added Mr. Riley. “Our new Board chairman, Mel Keating, brings significant relevant experience to Kitty Hawk and our existing management team has strong operational experience within the industry. With the new financial resources in place, Kitty Hawk is poised to capitalize on its unique position in the marketplace.”

“We believe that the leadership transition plan set into place will provide benefits to all of our stakeholders,” added Mr. Miller. “We have a high degree of confidence in the senior management team of Kitty Hawk and in the Company’s strategy.”

“With the implementation of Kitty Hawk’s new internet-based cargo management technology platform, the Kitty Hawk team will complete its previously planned re-engineering and re-positioning of the Company’s products, services and capabilities,” said Mr. Zoller. “I am confident in the abilities of the team and believe now is an opportune time for a leadership transition.”

About Kitty Hawk, Inc.

www.kittyhawkcompanies.com

As a recognized leader in customer service, Kitty Hawk is the premier provider of guaranteed, mission-critical, overnight air, second morning-air and expedited ground freight transportation to major business centers, international freight gateways and surrounding communities throughout North America, including, Alaska; Hawaii; Toronto, Canada; and San Juan, Puerto Rico. Kitty Hawk’s scheduled freight network and award-winning guaranteed overnight air or expedited ground products are ideal for heavy-weight (over 150 lbs.), high-value or high-security, special goods with unique dimensions, perishables, animals and/or other shipments requiring special handling.

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, domestic and international airlines and logistics companies with its extensive integrated air and ground network, fleet of Boeing 737-300SF and 727-200 cargo aircraft, as well as a 240,000 square-foot cargo warehouse, U.S. 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 cargo aircraft. In late 2005 Kitty Hawk launched its new coast-to-coast and border-to-border expedited ground network reaching

key business centers throughout the U.S., Canada and Mexico. In early 2006 to manage the growing demand for its high customer service ground freight product Kitty Hawk formed Kitty Hawk Ground, Inc. In June 2006 Kitty Hawk Ground acquired and began integrating the majority of the assets of 20-year-old Air Container Transport (ACT), the dominant expedited airport-to-airport freight trucking company operating from southwestern Canada to San Diego as well as additional cities as far east as Texas and Illinois.

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 scheduled airport-to-airport expedited ground freight network; failure of key suppliers and vendors to perform; our inability to attract sufficient customers at economical prices for our air network or ground network; unforeseen increases in liquidity and working capital requirements related to our air and ground network; potential competitive responses from other operators of nationwide airport-to-airport ground freight 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; limitations upon financial and operating flexibility due to the terms of our revolving facility; liability and other claims asserted against the Company; labor disputes; the Company’s ability to attract and retain qualified personnel; and inflation. For a discussion of these and other risk factors, see the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. 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 release to conform them to actual results.