Item
5.02
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain
Officers
(a)
Not
applicable.
(b)
On
December 18, 2006, FirstFlight, Inc., the registrant formerly named FBO Air,
Inc. (the “Company”), gave notice to Robert J. Ettinger, an executive officer of
the Company, terminating without cause his employment effective as of December
28, 2006 and his employment agreement dated as of April 1, 2005 (the “Ettinger
Employment Agreement”). See subsection (e) of this Item 5.02 to this Report for
further information as to the Ettinger Employment Agreement and Item 8.01 to
this Report for further information as to the name change.
(c)
(1)(i)
On
December 12, 2006, the Board of Directors of the Company elected John H. Dow
as
the President of the Company and designated him as the Chief Executive Officer
of the Company. Prior to that date, Mr. Dow had been serving as the President
of
the FirstFlight Operating Divisions of the Company. Ronald J. Ricciardi, who
until December 12
th
had been
serving as the President and the Chief Executive Officer of the Company, was
elected as the Vice Chairman of the Board. Both Messrs. Dow and Ricciardi also
continue to serve the Company as directors.
(ii)
Mr.
Dow was elected as a director of the Company effective September 23, 2005 when
Airborne, Inc. (“Airborne”) was acquired as a subsidiary of the Company. He was
designated as President of the FirstFlight Division of the Company on that
date
and as President of the Tech Aviation Division on September 25,
2006.
Mr.
Dow
formed Airborne d/b/a FirstFlight Management in 1987, shortly after he acquired
B & F Brake and Wheel Service. In 1989, he expanded Airborne’s services by
adding a charter brokerage division to its management, charter and aircraft
sales capabilities. In 1992, Airborne successfully developed and received
worldwide Part 135 Certification from the Federal Aviation Agency. Mr. Dow
is a
licensed pilot with an Air Transport Type rating in Gulfstream aircraft. He
is a
member of the National Business Aviation Association Operations Committee as
well as the National Air Transport Association and served on the aviation
committee for the Elmira/Corning Regional Airport.
Mr.
Dow
does not serve as a director of a company with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or any company registered as an investment company under the
Investment Company Act of 1940, as amended (the “Investment Company
Act”).
Mr.
Dow
has no family relationship with any other director or executive officer of
the
Company.
Airborne
leases its principal facility in Elmire, NY from Mr. Dow and his wife. During
the fiscal year ended December 31, 2005 (“fiscal 2005”), Airborne paid
approximately $43,000 in rent to the Dows.
(iii)
As
previously reported, Mr. Dow, on September 30, 2005, entered into an employment
agreement with Airborne and the Company (the “Dow Employment Agreement”). A copy
of the Dow Employment Agreement is filed (by incorporation by reference) as
Exhibit 10.1 to this Report and is incorporated herein by this reference. There
was no amendment to the Dow Employment Agreement or any other material plan,
contract or arrangement as a result of Mr. Dow’s assumption of his new positions
with the Company.
(c)(2)(i)
As indicated in the response to subsection (c)(1)(i) to this Item 5.02, Ronald
J. Ricciardi was elected as Vice Chairman of the Board on December 12, 2006
and
continues to serve the Company as a director. His responsibilities will include
stockholder relations, compliance with federal securities laws and assisting
on
potential acquisitions.
(ii)
Mr.
Ricciardi founded with Jeffrey M. Trenk, a former director and executive officer
of the Company, a proprietorship named FBO Air on January 17, 2003 and they
subsequently incorporated this business as FBO Air, Inc. on January 2, 2004
in
the State of Arizona. This Arizona corporation was merged with and into the
Company, a public “shell” then named Shadows Bend Development, Inc. in a reverse
merger transaction on August 20, 2004. Simultaneously with the reverse merger
transaction, Mr. Ricciardi was elected as the President and a director of the
Company and designated as its Chief Executive Officer.
Before
joining the Arizona FBO Air, Inc., Mr. Ricciardi was President and CEO of
P&A Capital Partners, Inc., an entertainment finance company established to
fund the distribution of independent films. Mr. Ricciardi was also co-founder,
Chairman and CEO of eTurn, Inc., a high technology service provider for which
he
developed a consolidation strategy, negotiated potential merger/acquisition
candidates, prepared private placement materials and executed numerous private,
institutional and venture presentations. After a management career at Pepsi-Cola
Company and Perrier Group of America, Mr. Ricciardi was President and CEO of
Clearidge, Inc., a leading regional consumer products company, where he provided
strategic and organizational development, and led a consolidation effort that
included 14 transactions, which more than tripled company revenue over four
years.
Mr.
Ricciardi does not serve as a director of a company with a class of securities
registered pursuant to Section 12 of the Exchange Act or any company registered
as an investment company under the Investment Company Act.
Mr.
Ricciardi has no family relationship with any other director or executive
officer of the Company.
(iii)
As
previously reported, on January 2, 2004, the Company had entered into an
employment agreement (the “Ricciardi Employment Agreement”) with Mr. Ricciardi
for serving as the Company’s President and Chief Executive Officer. On March 31,
2005, the Board of Directors authorized an Amendment (the “First Amendment”) to
the Ricciardi Employment Agreement which, among other items, fixed April 1,
2005
as the effective date of employment under the Ricciardi Employment Agreement.
A
copy of the Ricciardi Employment Agreement is filed (by incorporation by
reference) as Exhibit 10.4 to this Report; a copy of the First Amendment is
filed (by incorporation by reference) as Exhibit 10.3 to this Report; and both
are incorporated herein by this reference. On December 12, 2006, the Board
of
Directors authorized a second amendment to the Ricciardi Employment Agreement
(the “Second Amendment”) which extended Mr. Ricciardi’s initial term of
employment for an additional year until March 31, 2009 and reduced his annual
base salary from $175,000 to $125,000 in view of the change in his duties.
The
Second Amendment has not as yet been reduced to writing.
(c)(3)(i)
On December 12, 2006, the Board designated Keith P. Bleier as the Chief
Accounting Officer of the Company. Since September 15, 2006, he has been serving
the Company as a Senior Vice President and its Chief Financial
Officer.
(ii)
Prior to his engagement by the Company and commencing in September 2002, Mr.
Bleier, who is a certified public accountant, served as a Principal of the
Business Advisory Group of Bonadio & Co. LLP, a certified public accounting
firm. While serving in such capacity, among his duties was as the engagement
manager in that firm’s representation of Airborne, which became a subsidiary of
the Company on September 23, 2005. From September 1998 to September 2002, he
served as the principal accounting and financial officer of Montana Mills Bread
Co., Inc. and its subsidiaries, which company’s common stock was listed on the
American Stock Exchange prior to its purchase by Krispy Kreme Donut Corp. and
which was a specialty retail and wholesale bakery manufacturer.
Mr.
Bleier has no family relationship with any director or other executive officer
of the Company.
(iii)
As
previously reported, Mr. Bleier, on September 1, 2006, entered into an
employment agreement with the Company (the “Bleier Employment Agreement”). A
copy of the Bleier Employment Agreement is filed (by incorporation by reference)
as Exhibit 10.4 to this Report and is incorporated herein by this reference.
There was no amendment to the Bleier Employment Agreement or any other material
plan, contract or arrangement as a result of Mr. Bleier’s new
designation.
(e)
As
previously reported, on March 31, 2005, the Company entered into the Ettinger
Employment Agreement with Robert J. Ettinger to serve as an executive officer
of
the Company and, as reported in subsection (b) to this Item 5.02 to this Report,
the Ettinger Employment Agreement was terminated without cause effective
December 28, 2006. Mr. Ettinger was one of the four executive officers named
in
the Summary Compensation Table in the Company’s Annual Report on Form 10-KSB for
fiscal 2005. A copy of the Ettinger Employment Agreement is filed (by
incorporation by reference) as Exhibit 10.5 to this Report and is incorporated
in this Report by this reference. The initial term of the Ettinger Employment
Agreement was for three years, which commenced April 1, 2005. Mr. Ettinger’s
base annual salary was $150,000 and he was guaranteed an annual bonus of
$100,000, both being paid in equal monthly installments. In addition, he was
eligible to receive an annual performance bonus based on the Board’s evaluation
of the Company’s performance and his performance. Mr. Ettinger was to be granted
an option each April 1
st
during
the initial term, to purchase 250,000 shares of the Company’s Common Stock,
$.001 par value (the “Common Stock”). He has received options effective April 1,
2005 and April 1, 2006. Mr. Ettinger will be paid one-year’s severance pay of
$150,000 and is eligible to participate in certain non-cash benefit plans of
the
Company for a period of six months. His right to receive an option effective
April 1, 2007 was terminated and he has three months to exercise the two
outstanding options.
Section
8 - Other Events
Item
8.01
Other
Events
On
December 12
th
,
the
stockholders authorized an Amendment to the Company’s Articles of Incorporation
changing the name of the Company from FBO Air, Inc. to FirstFlight, Inc. The
stockholders also authorized an Amendment to the Articles of Incorporation
permitting the number of directors of the Company to be not less than one nor
more than eleven, the exact number to be determined, from time to time, by
the
Board. An Amendment to the Articles of Incorporation effecting the corporate
name change and the permitted number of directors was filed in the State of
Nevada on December 13, 2006. The Company also filed an Amended and Restated
Articles of Incorporation. Copies of the Articles of Incorporation, as amended
prior to December 13
th
,
are
filed (by incorporation by reference) as Exhibits 3(i) through 3(i)(4) to this
Report; a copy of the Amendment filed on December 13, 2006 is filed as Exhibit
3(i)(5) to this Report; a copy of the Amended and Restated Articles of
Incorporation is filed as Exhibit 3(i)(6) to this Report; and all are
incorporated herein by this reference.
At
the
Annual Meeting of Stockholders held on December 12, 2006, the stockholders
also
(1) approved the Company’s Stock Option Plan of 2005 and ratified the options to
purchase an aggregate of 1,535,000 shares of the Common Stock theretofore
granted thereunder; (2) re-elected the nine directors of the Company; and (3)
authorized the directors to implement a reverse stock split of the Common Stock
in an amount to be determined by the directors, but not less than one-for-three
nor more than one-for-ten, and at a time to be determined by the directors,
but
not later than November 15, 2007. A complete report as to the votes at the
Annual Meeting will be given in Item 4 to the Company’s Annual Report on Form
10-KSB for the fiscal year ending December 31, 2006.
Because
its new Chief Executive Officer and its Chief Financial Officer/Chief Accounting
Officer are based in New York, the Company has moved its principal executive
office to 36 Sing Sing Road, Elmira-Corning Regional Airport, Horseheads, NY
18485 from 101 Hangar Road, Wilkes-Barre International Airport, Avoca, PA
18641.
Section
9 - Financial Statements and Exhibits
