SC 13G/A 1 v139376_sc13ga.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d - 102) Under the Securities Exchange Act of 1934 (Amendment No.2) KITTY HAWK, INC. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.000001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 498326206 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -------------------------------------------------------------------------------- CUSIP No. 498326206 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Liquidation)* S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands -------------------------------------------------------------------------------- 5 SOLE VOTING POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED AMOUNT IN ROW (9) 0%* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- * Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. -------------------------------------------------------------------------------- CUSIP No. 498326206 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669 -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 5 SOLE VOTING POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED AMOUNT IN ROW (9) 0% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- * Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. -------------------------------------------------------------------------------- CUSIP No. 498326206 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: David Grin -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 5 SOLE VOTING POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | | -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED AMOUNT IN ROW (9) 0% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- * Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. -------------------------------------------------------------------------------- CUSIP No. 498326206 -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Eugene Grin -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Israel -------------------------------------------------------------------------------- 5 SOLE VOTING POWER: 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER: SHARES BENEFICIALLY 0 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER: REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock.* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares of Common Stock. -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |0| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED AMOUNT IN ROW (9) 0% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- * Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Item 1(a). Name of Issuer: KITTY HAWK, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 1515 West 20th Street, DFW Airport, Texas 75261 Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (In Liquidation)* This Schedule 13G, as amended, is also filed on behalf of Laurus Capital Management, LLC, a Delaware limited liability company, Eugene Grin and David Grin. Laurus Master Fund, Ltd(In Liquidation) is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin provides investment management services to Laurus Master Fund, Ltd. (In Liquidation) and its two feeder funds concerning their respective assets, including the securities owned by Laurus Master Fund, Ltd.(In Liquidation) reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and Laurus Capital Management, LLC's obligations to Laurus Master Fund, Ltd. (In Liquidation) under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. Information related to each of Laurus Capital Management, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Laurus Capital Management, LLC, 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 498326206 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 0 shares of Common Stock* (b) Percent of Class: 0%* (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock* (ii) shared power to vote or to direct the vote: 0 shares of Common Stock* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock* iv) shared power to dispose or to direct the disposition of: 0 shares of Common Stock* Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: [X] Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. --------------------- * Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in voluntary liquidation under the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC, acting through its controlling principals, Eugene Grin and David Grin provides investment management services to the Fund and its two feeder funds concerning their respective assets, including the securities owned by the Fund reported in this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's obligations to the Fund under the Seventh Amended and Restated Investment Management Agreement of April 26, 2007, as amended, restated, modified and/or supplemented from time to time. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 10, 2009 Date LAURUS MASTER FUND, LTD. (In Liquidation) By: Laurus Capital Management, LLC its investment manager /s/ David Grin -------------- David Grin Principal APPENDIX A A. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Place of Organization: Delaware B. Name: Eugene Grin Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: United States C. Name: David Grin Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC Citizenship: Israel Each of Laurus Capital Management, LLC, Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G, as amended, to which this Appendix A is attached is filed on behalf of each of them, respectively. Laurus Capital Management, LLC /s/ David Grin ------------------------------------- David Grin Principal February 10, 2009 /s/ David Grin ------------------------------------- David Grin, on his individual behalf February 10, 2009 /s/ Eugene Grin ------------------------------------- Eugene Grin, on his individual behalf February 10, 2009