<PAGE>
As filed with the Securities and Exchange Commission on September 1, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AirNet Systems, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 31-1458309
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3939 International Gateway 43219
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(Address of Principal Executive Offices) (Zip Code)
AirNet Systems, Inc.
Amended and Restated 1996 Incentive Stock Plan
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(Full title of the plan)
Copy to:
Eric P. Roy Elizabeth Turrell Farrar, Esq.
AirNet Systems, Inc. Vorys, Sater, Seymour and Pease LLP
3939 International Gateway 52 East Gay Street
Columbus, Ohio 43219 Columbus, Ohio 43216-1008
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(Name and address of agent for service)
(614) 237-9777
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Title of Proposed maximum maximum aggre- Amount of
securities to be Amount to be offering price gate offering registra-
registered registered per share (1) price (1) tion fee
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 500,000 $17.50 for 74,150 $8,603,635 $2,538
$0.01 Par Value shares; $17.1563 for
425,850 shares
- -------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457(c) and 457(h)
promulgated under the Securities Act of 1933, as amended, and computed on
the basis of: (a) $17.50 per share for 74,150 of the Common Shares to be
registered, which is the price at which options to purchase such Common
Shares may be exercised; and (b) $17.1563 per share for 425,850 of the
Common Shares to be registered, which is the average of the high and low
sales prices of the Common Shares as reported on the New York Stock
Exchange on August 26, 1998.
Index to Exhibits at Page II-16 (Page 17 as sequentially numbered).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report on Form 10-K for the fiscal year ended December 31,
1997 of AirNet Systems, Inc. (the "Registrant") and all other reports filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since that date are hereby incorporated
by reference.
The description of the Registrant's Common Shares contained in the
Registrant's Registration Statement on Form 8-A (File No. 0-28428) filed with
the Commission on May 21, 1997, which incorporates by reference the description
of the Registrant's Common Shares contained under the heading "DESCRIPTION OF
CAPITAL STOCK" of the Registrant's Prospectus dated May 30, 1996, contained in
the Registrant's Registration Statement on Form S-1 (Registration No. 333-3092)
filed with the Commission, is hereby incorporated by reference.
Any definitive proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act, and all documents which may be filed with the
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act subsequent
to the date hereof and prior to the completion of the offering contemplated
hereby, shall also be deemed to be incorporated herein by reference and to be
made a part hereof from the date of filing of such documents; provided, however,
that no report of the Compensation Committee of the Board of Directors of the
Registrant on executive compensation and no performance graph included in any
proxy statement or information statement filed pursuant to Section 14 of the
Exchange Act shall be deemed to be incorporated herein by reference.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Shares of the Registrant
being registered on this Registration Statement on Form S-8 will be passed upon
for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street,
P.O. Box 1008, Columbus, Ohio 43216-1008. Russell M. Gertmenian, a director of
the Registrant, is a partner in such firm and holds options to purchase
22,000 Common Shares of the Company.
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As of August 19, 1998, members of Vorys, Sater, Seymour and Pease LLP and
attorneys employed thereby, together with members of their immediate
families, beneficially owned an aggregate of 11,800 Common Shares of the
Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than
an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
if he had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, he had reasonable cause
to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of
the corporation to procure a judgment in its favor, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a
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director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the defense or settlement
of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
of the following:
(a) Any claim, issue, or matter as to which such
person is adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless,
and only to the extent that, the court of common pleas or
the court in which such action or suit was brought
determines, upon application, that, despite the adjudication
of liability, but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or
such other court shall deem proper;
(b) Any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95
of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in division (E)(1) or (2)
of this section. Such determination shall be made as follows:
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(a) By a majority vote of a quorum consisting of
directors of the indemnifying corporation who were not and
are not parties to or threatened with the action, suit, or
proceeding referred to in division (E)(1) or (2) of this
section;
(b) If the quorum described in division (E)(4)(a) of
this section is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has
been retained by or who has performed services for the
corporation or any person to be indemnified within the past
five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which
the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and within ten days
after receipt of such notification, such person shall have the right
to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the
regulations of a corporation state, by specific reference to this
division, that the provisions of this division do not apply to the
corporation and unless the only liability asserted against a director
in an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section is pursuant to Section 1701.95 of the Revised
Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit or proceeding shall be paid by the
corporation as they are incurred,
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<PAGE>
in advance of the final disposition of the action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the director in which he
agrees to do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction
that his action or failure to act involved an act or
omission undertaken with deliberate intent to cause injury
to the corporation or undertaken with reckless disregard for
the best interests of the corporation;
(ii) Reasonably cooperate with the corporation
concerning the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section, may be paid by the corporation as they are incurred, in
advance of the final disposition of the action, suit, or proceeding,
as authorized by the directors in the specific case, upon receipt of
an undertaking by or on behalf of the director, trustee, officer,
employee, member, manager, or agent to repay such amount, if it
ultimately is determined that he is not entitled to be indemnified by
the corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the articles, the regulations, any
agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
II-5
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corporation as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit,
a limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against such
liability under this section. Insurance may be purchased from or
maintained with a person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant
to division (E)(1) or (2) of this section does not limit the payment
of expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E)(5),(6), and
(7) of this section. Divisions (E)(1) and (2) of this section do not
create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5),(6) or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of
such a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, a partnership,
joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
Article FIVE of the Code of Regulations of the Registrant governs
indemnification by the Registrant and provides as follows:
SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall
indemnify any officer or director of the corporation who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any
action threatened or instituted by or in the right of the
corporation), by reason of
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the fact that he is or was a director, officer, manager or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, member, manager or agent of another
corporation (domestic or foreign, nonprofit or for profit), limited
liability company, partnership, joint venture, trust or other enterprise,
against expenses (including, without limitation, attorneys' fees, filing
fees, court reporters' fees and transcript costs), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful.
A person claiming indemnification under this Section 5.01 shall be
presumed, in respect of any act or omission giving rise to such claim for
indemnification, to have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and with respect to any criminal matter, to have had no reasonable cause to
believe his conduct was unlawful, and the termination of any action, suit
or proceeding by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, rebut such
presumption.
SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or
director of the corporation who was a party to any completed
action or suit instituted by or in the right of the
corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer,
employee, member, manager or agent of another corporation
(domestic or foreign, nonprofit or for profit), limited
liability company, partnership, joint venture, trust or
other enterprise, in respect of any claim, issue or matter
asserted in such action or suit as to which he shall have
been adjudged to be liable for acting with reckless
disregard for the best interests of
II-7
<PAGE>
the corporation or misconduct (other than negligence) in the
performance of his duty to the corporation unless and only to the
extent that the Court of Common Pleas of Franklin County, Ohio or the
court in which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in view
of all the circumstances of the case, he is fairly and reasonably
entitled to such indemnity as such Court of Common Pleas or such other
court shall deem proper; and
(B) the corporation shall promptly make any such
unpaid indemnification as is determined by a court to be
proper as contemplated by this Section 5.02.
SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding, to
the extent that an officer or director of the corporation has been
successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 5.01, or in defense of any claim,
issue or matter therein, he shall be promptly indemnified by the
corporation against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript
costs) actually and reasonably incurred by him in connection
therewith.
SECTION 5.04. DETERMINATION REQUIRED. Any indemnification
required under Section 5.01 and not precluded under Section 5.02 shall
be made by the corporation only upon a determination that such
indemnification of the officer or director is proper in the
circumstances because he has met the applicable standard of conduct
set forth in Section 5.01. Such determination may be made only (A) by
a majority vote of a quorum consisting of directors of the corporation
who were not and are not parties to, or threatened with, any such
action, suit or proceeding, or (B) if such a quorum is not obtainable
or if a majority of a quorum of disinterested directors so directs, in
a written opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been retained
by or who has performed services for the corporation, or any person to
be indemnified, within the past five years, or (C) by the
shareholders, or (D) by the Court of Common Pleas of Franklin County,
Ohio or (if the corporation is a party
II-8
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thereto) the court in which such action, suit or proceeding was brought, if
any; any such determination may be made by a court under division (D) of
this Section 5.04 at any time [including, without limitation, any time
before, during or after the time when any such determination may be
requested of, be under consideration by or have been denied or disregarded
by the disinterested directors under division (A) or by independent legal
counsel under division (B) or by the shareholders under division (C) of
this Section 5.04]; and no failure for any reason to make any such
determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by shareholders under
division (C) of this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01. Any determination made by the
disinterested directors under division (A) or by independent legal counsel
under division (B) of this Section 5.04 to make indemnification in respect
of any claim, issue or matter asserted in an action or suit threatened or
brought by or in the right of the corporation shall be promptly
communicated to the person who threatened or brought such action or suit,
and within ten (10) days after receipt of such notification such person
shall have the right to petition the Court of Common Pleas of Franklin
County, Ohio or the court in which such action or suit was brought, if any,
to review the reasonableness of such determination.
SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including,
without limitation, attorneys' fees, filing fees, court reporters'
fees and transcript costs) incurred in defending any action, suit or
proceeding referred to in Section 5.01 shall be paid by the
corporation in advance of the final disposition of such action, suit
or proceeding to or on behalf of the officer or director promptly as
such expenses are incurred by him, but only if such officer or
director shall first agree, in writing, to repay all amounts so paid
in respect of any claim, issue or other matter asserted in such
action, suit or proceeding in defense of which he shall not have been
successful on the merits or otherwise:
(A) if it shall ultimately be determined as provided
in Section 5.04 that he is not entitled to be indemnified by
the corporation as provided under Section 5.01; or
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(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such
action or suit, he shall have been adjudged to be liable for
acting with reckless disregard for the best interests of the
corporation or misconduct (other than negligence) in the
performance of his duty to the corporation, unless and only
to the extent that the Court of Common Pleas of Franklin
County, Ohio or the court in which such action or suit was
brought shall determine upon application that, despite such
adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all
or part of such indemnification.
SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
provided by this Article FIVE shall not be exclusive of, and shall be
in addition to, any other rights to which any person seeking
indemnification may be entitled under the Articles, the Regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who has ceased to be an officer or director of the
corporation and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
SECTION 5.07. INSURANCE. The corporation may purchase and
maintain insurance or furnish similar protection, including but not
limited to trust funds, letters of credit, or self-insurance, on
behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the obligation or the power to indemnify him
against such liability under the provisions of this Article FIVE.
Insurance may be purchased from or maintained with a person in which
the corporation has a financial interest.
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SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article
FIVE, and as examples and not by way of limitation:
(A) A person claiming indemnification under this
Article FIVE shall be deemed to have been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to in Section 5.01, or in defense of any
claim, issue or other matter therein, if such action, suit
or proceeding shall be terminated as to such person, with or
without prejudice, without the entry of a judgment or order
against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or
agreement to pay any amount in settlement thereof (whether
or not any such termination is based upon a judicial or
other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him);
and
(B) References to an "other enterprise" shall include
employee benefit plans; references to a "fine" shall include
any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation
which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries;
and a person who acted in good faith and in a manner he
reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to
the best interests of the corporation" within the meaning of
that term as used in this Article FIVE.
SECTION 5.09. VENUE. Any action, suit or proceeding to
determine a claim for indemnification under this Article FIVE may be
maintained by the person claiming such indemnification, or by the
corporation, in the Court of Common Pleas of Franklin County, Ohio.
The corporation and (by claiming such indemnification) each such
person consent to the exercise of jurisdic-
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tion over its or his person by the Court of Common Pleas of Franklin
County, Ohio in any such action, suit or proceeding.
Section 12(p) of the AirNet Systems, Inc. Amended and Restated 1996
Incentive Stock Plan (the "Plan") provides for the indemnification of members of
the Board of Directors (the "Board") of the Registrant and of the Compensation
Committee of such Board (the "Committee") which administers the Plan. Section
12(p) provides as follows:
(p) INDEMNIFICATION. Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held
harmless by the Company against and from any loss, cost, liability or
expense that may be imposed upon or reasonably incurred by him in
connection with or resulting from any claim, action, suit or
proceeding to which he may be made a party or in which he may be
involved by reason of any action taken or failure to act under the
Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company's approval, or paid by him in
satisfaction of any judgment in any such action, suit or proceeding
against him, provided he shall give the Company an opportunity, at its
own expense, to handle and defend the same before he undertakes to
handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive and shall be independent of any
other rights of indemnification to which such persons may be entitled
under the Company's Articles of Incorporation or Regulations, by
contract, as a matter of law, or otherwise.
The Registrant has purchased insurance coverage under a policy which
insures directors and officers against certain liabilities which might be
incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Index to Exhibits attached hereto at page II-16.
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<PAGE>
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act
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of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 of this
Part II, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on the 31st day of
August, 1998.
AIRNET SYSTEMS, INC.
By: /s/ Eric P. Roy
------------------------------------
Eric P. Roy,
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 31st day of August, 1998.
Signature Title
- --------- -----
*Gerald G. Mercer Chairman of the Board, President,
- ------------------------------ Chief Executive Officer and
Gerald G. Mercer Director
/s/ Eric P. Roy Executive Vice President,
- ------------------------------ Chief Financial Officer,
Eric P. Roy Treasurer and Director
*Roger D. Blackwell Director
- ------------------------------
Roger D. Blackwell
*Tony C. Canonie, Jr. Director
- ------------------------------
Tony C. Canonie, Jr.
*Russell M. Gertmenian Director
- ------------------------------
Russell M. Gertmenian
*J. F. Keeler, Jr. Director
- ------------------------------
J. F. Keeler, Jr.
*By Power of Attorney
/s/ Eric P. Roy
- ------------------------------
Eric P. Roy
(Attorney-in-Fact)
II-15
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C> <C>
5 Opinion of Vorys, Sater, Seymour *
and Pease LLP, counsel to
Registrant
10 AirNet Systems, Inc. Amended and *
Restated 1996 Incentive Stock
Plan
23(a) Consent of Ernst & Young LLP *
23(b) Consent of Vorys, Sater, Seymour Filed as part of
and Pease LLP, counsel to Exhibit 5
Registrant
24 Powers of Attorney *
</TABLE>
- -------------------
*Filed herewith
II-16
<PAGE>
EXHIBIT 5
[Letterhead of Vorys, Sater, Seymour and Pease LLP]
(614) 464-6400
September 1, 1998
Board of Directors
AirNet Systems, Inc.
3939 International Gateway
Columbus, OH 43219
Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
AirNet Systems, Inc., an Ohio corporation (the "Company"), in connection with
the amendment of the AirNet Systems, Inc. 1996 Incentive Stock Plan (now known
as the AirNet Systems, Inc. Amended and Restated 1996 Incentive Stock Plan (the
"Plan")), to, among other things, make an additional 500,000 common shares,
$0.01 par value (the "Common Shares"), of the Company available pursuant to the
Plan; the granting of options to purchase Common Shares of the Company pursuant
to the Plan; the issuance and sale of Common Shares of the Company upon exercise
of options granted and to be granted under the Plan; the granting of "Restricted
Stock" and "Performance Awards" (as those terms are defined in the Plan) under
the Plan; and the offering of Common Shares under the "Associate Stock Purchase
Program" portion of the Plan, all as described in the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission on the date hereof. The purpose of the Registration
Statement is to register the additional 500,000 Common Shares reserved for
issuance under the Plan pursuant to the provisions of the Securities Act of
1933, as amended (the "1933 Act"), and the rules and regulations promulgated
thereunder (the "Rules and Regulations").
In connection with this opinion, we have examined an original or copy
of, and have relied upon the accuracy of, without independent verification or
investigation: (a) the Registration Statement; (b) the Plan; (c) the Company's
Amended Articles, as amended; (d) the Company's Code of Regulations and (e)
certain proceedings of the directors and of the shareholders of the Company. We
have also relied upon such representations of the
<PAGE>
Board of Directors
AirNet Systems, Inc.
September 1, 1998
Page 2
Company and officers of the Company and such authorities of law as we have
deemed relevant as a basis for this opinion.
We have relied solely upon the examinations and inquiries recited
herein, and we have not undertaken any independent investigation to determine
the existence or absence of any facts, and no inference as to our knowledge
concerning such facts should be drawn.
Based upon and subject to the foregoing and the further qualifications
and limitations set forth below, as of the date hereof, we are of the opinion
that after the additional 500,000 Common Shares of the Company to be registered
under the Registration Statement have been issued and delivered by the Company
upon the exercise of options under the Plan against payment of the purchase
price therefor, upon settlement of Performance Awards granted under the Plan,
upon grant of Restricted Stock under the Plan and upon payment of the purchase
price of Common Shares offered under the Associate Stock Purchase Program, in
each case in accordance with the terms of the Plan, said Common Shares will be
validly issued, fully paid and non-assessable, assuming compliance with
applicable federal and state securities laws.
Our opinion is limited to the General Corporation Law of Ohio in
effect as of the date hereof. This opinion is furnished by us solely for the
benefit of the Company in connection with the offering of the Common Shares
pursuant to the Plan and the filing of the Registration Statement and any
amendments thereto. This opinion may not be relied upon by any other person or
assigned, quoted or otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to us
in the Registration Statement. By giving such consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE LLP
<PAGE>
EXHIBIT 10
AIRNET SYSTEMS, INC. AMENDED AND RESTATED
1996 INCENTIVE STOCK PLAN
<PAGE>
AIRNET SYSTEMS, INC.
AMENDED AND RESTATED
1996 INCENTIVE STOCK PLAN
SECTION 1. PURPOSES. The purposes of the Amended and Restated AirNet
Systems, Inc. 1996 Incentive Stock Plan are to promote the interests of AirNet
Systems, Inc. and its shareholders by (a) attracting and retaining exceptional
executive personnel and other key employees of, and advisors and consultants to,
and directors of the Company and its Subsidiaries; (b) motivating such
employees, advisors and consultants and Eligible Directors by means of
performance-related incentives to achieve longer-range performance goals; and
(c) providing all long-term employees of the Company and its Subsidiaries with
the opportunity to participate in the long-term growth and financial success of
the Company.
SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall
have the meanings set forth below:
"Award" shall mean any Option, Restricted Stock Award or Performance Award
but shall not include any Director Option, any Right to Purchase or any Share
issued pursuant to Section 10 of this Plan.
"Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award which may, but need not, be executed
or acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Cash Account" shall mean an account established for each Participant to
which amounts withheld through payroll deductions shall be credited to purchase
Shares under the provisions of Section 10.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" shall mean a committee of the Board designated by the Board to
administer the Plan which shall satisfy the requirements contained in
Section 1.162-27(c)(4) of the Final Regulations. The Committee shall be
composed of not less than the minimum number of persons from time to time
required by Rule l6b-3, each of whom shall be (a) a person from time to time
permitted by the rules promulgated under Section 16 of the Exchange Act in order
for grants of Awards to be exempt transactions under said Section 16; and
(b) receiving remuneration in no other capacity than as a director, except as
permitted under Section 1.162-27(e)(3) of the Final Regulations.
<PAGE>
"Company" shall mean AirNet Systems, Inc., together with any successor
thereto.
"Covered Employee" shall mean any individual who, on the last day of the
Company's taxable year, is
(a) the chief executive officer of the Company or is acting in such
capacity; or
(b) among the four highest compensated officers (other than the chief
executive officer).
For this purpose, whether an individual is the chief executive officer or one of
the four highest compensated officers of the Company shall be determined
pursuant to the executive compensation disclosure rules under the Exchange Act.
"Director Option" shall mean a Non-Qualified Stock Option granted to each
Eligible Director pursuant to Section 6(e) without any action by the Board or
the Committee.
"Effective Date" shall mean the date on which the Plan is approved by the
shareholders of the Company.
"Eligible Director" shall mean, on any date, a person who is serving as a
member of the Board but shall not include a person who is an Employee of the
Company or a Subsidiary or a person who was a member of the Board on May 1,
1996.
"Employee" shall mean (a) an employee of the Company or of any Subsidiary;
and (b) except with respect to an Incentive Stock Option, a Right to Purchase
and the issuance of Shares under Section 10, an advisor or consultant to the
Company or to any Subsidiary.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" shall mean the fair market value of the property or
other item being valued, as determined by the Committee in its sole discretion,
provided that the fair market value of Shares shall be determined by reference
to the most recent closing price quotation or, if none, the average of the bid
and asked prices, as reported as of the most recent available date with respect
to the sale of Shares on any quotation system approved by the National
Association of Securities Dealers then reporting sales of Shares or on any
national securities exchange on which the Shares are then listed.
2
<PAGE>
"Final Regulations" shall mean the final regulations promulgated by the
Internal Revenue Service under Section 162(m) of the Code.
"Incentive Stock Option" shall mean a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.
"Non-Qualified Stock Option" shall mean a right to purchase Shares from the
Company that is granted under Section 6 of the Plan and that is not intended to
be an Incentive Stock Option.
"Offering" shall mean an opportunity provided by the Committee to purchase
Shares under the provisions of Section 10. Offerings may be consecutive or
concurrent, as determined by the Committee. The Committee shall designate the
maximum number of Shares that may be purchased under each Offering. Shares not
sold under one Offering may be offered again in any subsequent Offering.
"Offering Effective Date" shall mean the first business day of the month
designated by the Committee as the start of the Offering Period applicable to an
Offering.
"Offering Period" shall mean the duration of an Offering, as designated by
the Committee. The Offering Period for any Offering shall not exceed 12 months.
"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option but shall not include a Director Option.
"Participant" shall mean any Employee selected by the Committee to receive
an Award under the Plan. In addition, for purposes of Section 10, the term
"Participant" shall include any Employee who has satisfied the requirements of
such section to acquire Shares under the Plan.
"Performance Award" shall mean any right granted under Section 8 of the
Plan.
"Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.
"Plan" shall mean the AirNet Systems, Inc. Amended and Restated 1996
Incentive Stock Plan.
"Restricted Stock" shall mean any Share granted under Section 7 of the
Plan.
3
<PAGE>
"Right to Purchase" shall mean an option to purchase Shares granted to a
Participant who elects to participate in an Offering under the provisions of
Section 10. A Right to Purchase granted for an Offering shall terminate
following the close of business on the Right to Purchase Date for that Offering
to the extent that such Right to Purchase is not exercised on such Right to
Purchase Date.
"Right to Purchase Date" shall mean the last business day of an Offering
Period to purchase Shares under the provisions of Section 10.
"Rule l6b-3" shall mean Rule l6b-3 as promulgated and interpreted by the
SEC under the Exchange Act, or any successor rule or regulation thereto as in
effect from time to time.
"SEC" shall mean the Securities and Exchange Commission or any successor
thereto and shall include the staff thereof.
"Shares" shall mean the Common Shares, $0.01 par value, of the Company or
such other securities of the Company as may be designated by the Committee from
time to time.
"Share Account" shall mean an account established for each Participant who
exercises a Right to Purchase under Section 10. A Participant's Share Account
will be credited with the number of Shares purchased on each Right to Purchase
Date and debited for the number of Shares withdrawn by the Participant after
such date.
"Subsidiary" shall mean any corporation which, on the date of
determination, qualified as a subsidiary corporation of the Corporation under
Section 424(f) of the Code.
"Substitute Awards" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by
the Company or with which the Company combines.
"Ten Percent Shareholder" shall mean any shareholder who, at the time an
Incentive Stock Option is granted to such shareholder, owns (within the meaning
of Section 424(d) of the Code) more than ten percent of the voting power of all
classes of stock of the Company or a Subsidiary.
"Year of Service" shall mean each 12 consecutive month period, beginning on
an Employee's date of hire with the Company or a Subsidiary (and anniversaries
of such date), during which an Employee is employed by the Company or a
Subsidiary. For this purpose, all service with the Company or a Subsidiary
prior to May 1, 1996 shall be included. Further, periods of service with
4
<PAGE>
the Company or a Subsidiary which are interrupted by a termination of employment
(not including any authorized leave of absence) of more than two months shall
not be aggregated.
SECTION 3. ADMINISTRATION.
(a) The Plan shall be administered by the Committee. Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to an eligible Employee; (iii) determine
the number of Shares to be covered by, or with respect to which payments, rights
or other matters are to be calculated in connection with Awards; (iv) determine
the terms and conditions of any Award or Director Option; (v) determine whether,
to what extent and under what circumstances Awards may be settled or exercised
in cash, Shares, other securities, other Awards or other property or canceled,
forfeited or suspended; (vi) determine whether, to what extent and under what
circumstances cash, Shares, other securities, other Awards, other property and
other amounts payable with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award or Director Option made under, the Plan; (viii) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan.
(b) Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or
with respect to the Plan or any Award or Director Option shall be within the
sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any
subsidiary, any Participant, any holder or beneficiary of any Award or
Director Option, any shareholder and any Employee.
SECTION 4. SHARES AVAILABLE FOR THE PLAN.
(a) SHARES AVAILABLE. Subject to adjustment as provided in
Section 4(b), the number of Shares available for issuance under the Plan shall
be 1,650,000. If any Shares covered by an Award or Director Option granted under
the Plan, or to which such an Award or Director Option relates, or any Shares
issued under Section 10, are forfeited, or if an Award or Director Option
otherwise terminates or is canceled without the delivery of Shares, then the
Shares which may be issued under
5
<PAGE>
this Plan, to the extent of any such settlement, forfeiture, termination or
cancellation, shall again be, or shall become, Shares available for issuance, to
the extent permissible under Rule l6b-3. In the event that any Option, Director
Option or other Award granted hereunder is exercised through the delivery of
Shares, the number of Shares available under the Plan shall be increased by the
number of Shares surrendered, to the extent permissible under Rule l6b-3.
(b) ADJUSTMENTS. In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment is
necessary in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall proportionately adjust any or all (as necessary) of (i) the
number of Shares or other securities of the Company (or number and kind of other
securities or property) which may be issued under the Plan; (ii) the number of
Shares or other securities of the Company (or number and kind of other
securities or property) subject to outstanding Awards; (iii) the number of
Shares or other securities of the Company (or number and kind of other
securities or property) and the purchase price per Share subject to purchase
under Section 10 hereof; and (iv) the grant or exercise price with respect to
any Award; provided, in each case, that with respect to Awards of Incentive
stock Options, no such adjustment shall be authorized to the extent that such
authority would cause the Plan to violate Section 422(b)(1) of the Code, as from
time to time amended. If, pursuant to the preceding sentence, an adjustment is
made to outstanding Options held by Participants, a corresponding adjustment
shall be made to outstanding Director Options and if, pursuant to the preceding
sentence, an adjustment is made to the number of Shares authorized for issuance
under the Plan, a corresponding adjustment shall be made to the number of Shares
subject to each Director Option thereafter granted pursuant to Section 6(e).
(c) SOURCES OF SHARES. Any Shares issued pursuant to the terms of
this Plan may consist, in whole or in part, of authorized and unissued Shares or
of treasury Shares.
SECTION 5. ELIGIBILITY FOR AWARDS AND DIRECTOR OPTIONS. Any Employee,
including any officer or employee-director of the Company or any Subsidiary, who
is not a member of the Committee, shall be eligible to be designated a
Participant for purposes of
6
<PAGE>
receiving an Award under the Plan. Each Eligible Director shall receive
nondiscretionary Director Options in accordance with Section 6(e) hereof.
SECTION 6. OPTIONS AND DIRECTOR OPTIONS.
(a) GRANT. Subject to the provisions of the Plan, the Committee
shall have sole and complete authority to determine the Employees to whom
Options shall be granted, the number of Shares to be covered by each Option, the
option price therefor and the conditions and limitations applicable to the
exercise of the Option. The Committee shall have the authority to grant
Incentive Stock Options or to grant Non-Qualified Stock Options or to grant both
types of options. In the case of Incentive Stock Options, the terms and
conditions of such grants shall be subject to, and comply with, such rules as
may be prescribed by Section 422 of the Code, as from time to time amended, and
any regulations implementing such statute, including, without limitation, the
requirements of Code Section 422(d) which limit the aggregate Fair Market Value
of Shares for which Incentive Stock Options are exercisable for the first time
to $100,000 per calendar year. Each provision of the Plan and of each written
option agreement relating to an Option designated as an Incentive Stock Option
shall be construed so that such Option qualifies as an Incentive Stock Option,
and any provision that cannot be so construed shall be disregarded.
(b) EXERCISE PRICE. The Committee shall establish the exercise price
at the time each Option is granted, which price, except in the case of Options
that are Substitute Awards, shall not be less than 100% of the per Share Fair
Market Value on the date of grant. Notwithstanding any provision contained
herein, in the case of an Incentive Stock Option, the exercise price at the time
such Incentive Stock Option is granted to any Employee who, at the time of such
grant, is a Ten Percent Shareholder, shall not be less than 110% of the per
Share Fair Market Value on the date of grant.
(c) EXERCISE. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter; provided,
in the case of an Incentive Stock Option, a Participant may not exercise such
Incentive Stock Option after (i) the date which is ten years (five years in the
case of a Participant who is a Ten Percent Shareholder) after the date on which
such Incentive Stock Option is granted; or (ii) the date which is three months
(twelve months in the case of a Participant who becomes disabled, as defined in
Section 22(e)(3) of the Code, or who dies) after the date on which he ceases to
be an Employee of the Company or a Subsidiary.
7
<PAGE>
The Committee may impose such conditions with respect to the exercise of
Options, including without limitation, any relating to the application of
federal or state securities laws, as it may deem necessary or advisable. The
Committee shall have the right to accelerate the exercisability of any Option or
outstanding Option in its discretion.
(d) PAYMENT. No Shares shall be delivered pursuant to any exercise
of an Option until payment in full of the option price therefor is received by
the Company. Such payment may be made in cash, or its equivalent or, if and to
the extent permitted by the Committee, by exchanging Shares owned by the
optionee (which are not the subject of any pledge or other security interest) or
by a combination of the foregoing, provided that the combined value of all cash
and cash equivalents and the Fair Market Value of any such Shares so tendered to
the Company as of the date of such tender is at least equal to such option
price.
(e) DIRECTOR OPTIONS. On March 7, 1997, each individual then serving
as an Eligible Director was granted an immediately exercisable Director Option
to purchase 2,000 Shares at an exercise price per Share equal to the Fair Market
Value on the date of grant. Notwithstanding anything else contained herein to
the contrary, each individual who is an Eligible Director on the Effective Date
shall be granted a Director Option to purchase 20,000 Shares effective on the
Effective Date. Any individual who is a newly-elected or appointed Eligible
Director after the Effective Date shall be granted a Director Option to purchase
20,000 Shares effective on the date of his appointment or election to the Board.
Each Director Option granted on or after the Effective Date shall be granted at
an exercise price per Share equal to the Fair Market Value on the date of grant.
Each Director Option shall vest and become exercisable as follows: (i) with
respect to 20% of the Shares covered thereby on the grant date; and (ii) with
respect to an additional 20% of the Shares covered thereby on each of the first,
second, third and fourth anniversaries of such grant date. Once vested and
exercisable, a Director Option shall remain exercisable until the earlier to
occur of the following two dates: (i) the tenth anniversary of the date of
grant of such Director Option; or (ii) three months (twelve months in the case
of an Eligible Director who becomes disabled, as defined in Section 22(e)(3) of
the Code, or who dies) after the date the Eligible Director ceases to be a
member of the Board, except that if the Eligible Director ceases to be a member
of the Board after having been convicted of, or pled guilty or nolo contendere
to, a felony, his Director Option shall be canceled on the date he ceases to be
a member of the Board. An Eligible Director may pay the exercise price of a
Director Option in the manner described in Section 6(d). In the event the
8
<PAGE>
Company merges with another entity and the Company is not the surviving entity,
or in the event all or substantially all of the Company's assets or stock is
acquired by another entity, each Director Option shall immediately vest and
become exercisable.
SECTION 7. RESTRICTED STOCK.
(a) GRANT. Subject to the provisions of the Plan, the Committee
shall have sole and complete authority to determine the Employees to whom Shares
of Restricted Stock shall be granted, the number of Shares of Restricted Stock
to be granted to each Participant, the duration of the period during which, and
the conditions under which, the Restricted Stock will vest and no longer be
subject to forfeiture to the Company and the other terms and conditions of such
Awards. The Committee shall have the right to accelerate the vesting of any
Restricted Stock or outstanding Restricted Stock in its discretion.
(b) TRANSFER RESTRICTIONS. Until the lapse of applicable
restrictions, Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered except as provided in the Plan or the applicable
Award Agreements. Certificates issued in respect of Shares of Restricted Stock
shall be registered in the name of the Participant and deposited by such
Participant, together with a stock power endorsed in blank, with the Company.
Upon the lapse of the restrictions applicable to such Shares of Restricted
Stock, the Company shall deliver such certificates to the Participant or the
Participant's legal representative.
(c) PAYMENT OF DIVIDENDS. Dividends paid on any Shares of Restricted
Stock may be paid directly to the Participant, or may be reinvested in
additional Shares of Restricted Stock, as determined by the Committee in its
sole discretion.
SECTION 8. PERFORMANCE AWARDS.
(a) GRANT. The Committee shall have sole and complete authority to
determine the Employees who shall receive a Performance Award denominated in
cash or Shares; (i) valued, as determined by the Committee, in accordance with
the achievement of such performance goals during such performance periods as the
Committee shall establish; and (ii) payable at such time and in such form as the
Committee shall determine.
(b) TERMS AND CONDITIONS. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the performance goals
to be achieved during any performance period, the length of any performance
period, the amount
9
<PAGE>
of any Performance Award and the amount and kind of any payment or transfer to
be made pursuant to any Performance Award.
(c) PAYMENT OF PERFORMANCE AWARDS. Performance Awards may be paid in
a lump sum or in installments following the close of the performance period or,
in accordance with procedures established by the Committee, on a deferred basis.
SECTION 9. CODE SECTION 162(m) LIMITATIONS.
(a) GENERAL LIMITATIONS. Any Awards issued under this Plan to
Covered Employees must satisfy the requirements of this Section 9.
(b) REQUIREMENTS FOR ALL AWARDS. Any Award issued to a Covered
Employee shall constitute qualified performance-based compensation. For this
purpose, an Award shall constitute qualified performance-based compensation to
the extent that:
(i) it is granted by the Committee on account of the attainment
of one or more preestablished, objective performance goals established
by the Committee, in accordance with the provisions of
Section 1.162-27(e)(2) of the Final Regulations;
(ii) the material terms of the performance goal under which the
Award is issued are disclosed to and subsequently approved by the
shareholders of the Company, in accordance with the provisions of
Section 1.162-27(e)(4) of the Final Regulations; and
(iii) the Committee certifies, in writing, prior to the payment
of any compensation under the Award, that the performance goals and
any other material terms were in fact satisfied.
(c) SPECIAL RULES FOR OPTIONS. The grant of an Option to a Covered
Employee under the Plan shall satisfy the requirements of Section 9(b)(i) above
to the extent that the following requirements are satisfied:
(i) subject to the provisions of Section 4(b), no Covered
Employee shall receive Options for more than 200,000 Shares over any
one-year period. For this purpose, to the extent that any Option is
canceled (as described in Section 1.162-27(e)(2)(vi)(B) of the Final
Regulations), such canceled Option shall continue to be counted
against the maximum number of Shares for which Options may be granted
to a Covered Employee under the Plan; and
10
<PAGE>
(ii) under the terms of the Option, the amount of compensation
that the Covered Employee may receive is based solely on an increase
in the value of the Shares after the grant of the Option, unless the
grant of such Option is contingent upon the attainment of a
performance goal that otherwise satisfies the requirements of
Section 9(b)(i) above.
SECTION 10. STOCK PURCHASE PLAN.
(a) ELIGIBILITY. Each Employee who has at least one Year of Service on an
Offering Effective Date shall be eligible to participate in the Offering which
is applicable to such Offering Effective Date. Nothing contained herein and no
rules and regulations prescribed by the Committee shall permit or deny
participation in any Offering contrary to the requirements of the Code
(including, without limitation, Sections 423(b)(3), 423(b)(4) and 423(b)(8)
thereof). Nothing contained herein and no rules and regulations prescribed by
the Committee shall permit any Participant to be granted a Right to Purchase:
(i) if, immediately after such Right to Purchase is granted, such
Participant would own, and/or hold outstanding options or rights to purchase,
shares of the Company or of any Subsidiary, possessing five percent (5%) or more
of the total combined voting power or value of all classes of shares of the
Company or such Subsidiary; or
(ii) which permits a Participant's rights to purchase Shares under all
employee stock purchase plans of the Company and of its Subsidiaries to accrue
at a rate which exceeds Twenty-Five Thousand Dollars ($25,000.00) of Fair Market
Value of Shares (determined as of the date such Right to Purchase is granted)
for each calendar year in which such Right to Purchase is outstanding at any
time.
For purposes of clause (a)(i) above, the provisions of Section 424(d) of the
Code shall apply in determining the stock ownership of each Participant. For
purposes of clause (a)(ii) above, the provisions of Section 423(b)(8) of the
Code shall apply in determining whether a Participant's Rights to Purchase and
other rights are permitted to accrue at a rate in excess of the permitted rate.
(b) PURCHASE PRICE. The purchase price for a Share under each Offering
shall be determined by the Committee prior to the Offering Effective Date and
shall be stated as a percentage of the Fair Market Value of a Share on either
the Right to Purchase Date or the Offering Effective Date, whichever is the
lesser, but the purchase price shall not be less than the lesser of eighty-five
percent (85%) of the per share Fair Market Value of the
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<PAGE>
Shares as of the Offering Effective Date or eighty-five percent (85%) of the per
share Fair Market Value of the Shares as of the Right to Purchase Date for the
Offering.
(c) PARTICIPATION IN OFFERINGS. Except as may be otherwise provided for
herein, each Employee who is eligible for and elects to participate in an
Offering shall be granted Rights to Purchase for as many Shares as he may elect
to purchase during that Offering, to be paid by payroll deductions during such
period. The Committee shall establish administrative rules and regulations
regarding the payroll deduction process for this Section 10, including, without
limitation, minimum and maximum permissible deductions; the timing for initial
elections, changes in elections and suspensions of elections during an Offering
Period; and the complete withdrawal by a Participant from an Offering. Amounts
withheld through payroll deductions under this paragraph shall be credited to
each Participant's Cash Account. Such amounts will be delivered to a custodian
for the Plan and held pending the purchase of Shares as described in
paragraph (e) of this Section 10. All amounts held in a Participant's Cash
Account shall bear interest at a rate as may be agreed upon by the Committee and
the custodian of the Plan. If a Participant withdraws entirely from an Offering
(pursuant to rules established by the Committee), his Cash Account balance will
not be used to purchase Shares on the Right to Purchase Date. Instead, the
portion of the Cash Account equal to the Participant's payroll deductions under
the Plan during the Offering Period will be refunded to the Participant without
interest (notwithstanding any provision contained herein). Such a Participant
will not be eligible to re-enroll in that Offering, but may resume participation
on the Offering Effective Date for the next Offering. In addition, the
Committee may impose such other restrictions on the right to withdraw from
Offerings as it may deem appropriate.
(d) GRANT OF RIGHTS TO PURCHASE. Rights to Purchase with respect to
Shares shall be granted to Participants who elect to participate in an Offering.
Such Rights to Purchase may be exercised on the Right to Purchase Date
applicable to the Offering. The number of Shares subject to Rights to Purchase
on each Right to Purchase Date shall not exceed the number of Shares authorized
for issuance during the applicable Offering.
(e) EXERCISE OF RIGHTS TO PURCHASE. Each Right to Purchase shall be
exercised on the applicable Right to Purchase Date. Each Participant
automatically and without any act on his part will be deemed to have exercised a
Right to Purchase on each Right to Purchase Date to purchase the number of whole
and fractional Shares which the amount in his Cash Account at that time is
sufficient to purchase at the applicable purchase price. Any remaining amount
credited to a Participant's Cash Account after
12
<PAGE>
such application shall remain in such Participant's Cash Account for use in the
next Offering unless withdrawn by the Participant. The Company shall deliver to
the custodian of the Plan as soon as practicable after each Right to Purchase
Date a certificate for the total number of Shares purchased by all Participants
on such Right to Purchase Date. The custodian shall allocate the proper number
of Shares to the Share Account of each Participant. If the aggregate Cash
Account balances of all Participants on any Right to Purchase Date exceeds the
amount required to purchase all of the Shares subject to Rights to Purchase on
that Right to Purchase Date, then the Shares subject to Rights to Purchase shall
be allocated pro rata among the Participants in the proportion that the number
of Shares subject to Rights to Purchase bears to the number of Shares that could
have been purchased with such aggregate amount available, if an unlimited number
of Shares were available for purchase. Any balances remaining in Participants'
Cash Accounts due to over subscription will remain in the Participants' Cash
Accounts for use in the next Offering unless withdrawn by the Participant.
(f) WITHDRAWALS FROM SHARE ACCOUNTS AND DIVIDEND REINVESTMENT. A
Participant may withdraw the Shares credited to his Share Account on a
first-in-first-out basis. The Committee shall establish rules and regulations
governing such withdrawals. All cash dividends paid, if any, with respect to
the Shares credited to a Participant's Share Account shall be added to the
Participant's Cash Account and thereby shall be applied to exercise Rights to
Purchase for Shares on the Right to Purchase Date next succeeding the date such
cash dividends are paid by the Company. An election to leave Shares with the
custodian shall constitute an election to apply the cash dividends with respect
to such Shares to the exercise of Rights to Purchase hereunder. Shares so
purchased shall be applied to the Shares credited to each Participant's Share
Account.
(g) TERMINATION OF EMPLOYMENT. If the employment of a Participant
terminates for any reason, including death, disability, retirement or other
cause, his participation in this Section 10 of the Plan shall automatically and
without any act on his part terminate as of the date of termination of his
employment. As soon as practicable following the Participant's termination of
employment, the Company shall refund to such Participant (or beneficiary, in the
case of the Participant's death) any amount in his Cash Account which
constitutes payroll deductions, without interest, and the custodian shall
deliver to such Participant a share certificate issued in his name for the
number of whole Shares credited to his Share Account through prior Offerings.
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(h) EFFECT OF MERGER OR LIQUIDATION INVOLVING THE COMPANY. In the event
the Company merges with another entity and the Company is not the surviving
entity, or in the event all or substantially all of the Company's assets or
stock is acquired by another entity, the Committee may, in connection with any
such transaction, cancel each outstanding Right to Purchase and refund sums
previously collected from Participants under the canceled Rights to Purchase,
or, in its discretion, cause each Participant with outstanding Rights to
Purchase to have his or her Rights to Purchase exercised immediately prior to
such transaction and thereby the balance of his or her Cash Account applied to
the purchase of Shares at the purchase price in effect for that Offering, which
would be treated as ending with the effective date of such transaction. The
balances of the Cash Accounts not so applied shall be refunded to the
Participants. In the event of a merger in which the Company is the surviving
entity, each Participant shall be entitled to receive, for each Share as to
which such Participant's Rights to Purchase are exercised, the securities or
property that a holder of one Share was entitled to receive in connection with
the merger. To the extent that this paragraph is inconsistent with any other
provision in this Plan, this paragraph shall control.
SECTION 11. AMENDMENT AND TERMINATION.
(a) AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend,
discontinue or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration, suspension, discontinuation or termination
shall be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including for these purposes any
approval requirement which is a prerequisite for exemptive relief from
Section 16(b) of the Exchange Act for which or with which the Board deems it
necessary or desirable to qualify or comply. Notwithstanding anything to the
contrary herein, the Committee may amend the Plan, subject to any shareholder
approval required under Rule l6b-3, in such manner as may be necessary so as to
have the Plan conform with local rules and regulations in any jurisdiction
outside the United States.
(b) AMENDMENTS TO AWARDS. Subject to the provisions of Section 9,
the Committee may waive any conditions or rights under, amend any terms of, or
alter, suspend, discontinue, cancel or terminate any Award theretofore granted,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
impair the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that
14
<PAGE>
extent be effective without the consent of the affected Participant, holder or
beneficiary.
(c) CANCELLATION OF AWARD. Any provision of this Plan (except
Section 9) or any Award Agreement to the contrary notwithstanding, the Committee
may cause any Award granted hereunder to be canceled in consideration of the
granting to the holder of an alternative Award having a Fair Market Value equal
to the Fair Market Value of such canceled Award.
SECTION 12. GENERAL PROVISIONS.
(a) NONTRANSFERABILITY.
(i) Each Award, each Director Option and each Right to Purchase,
and each right under any Award, any Director Option or any Right to
Purchase, shall be exercisable during the Participant's or the
Eligible Director's lifetime only by the Participant or the Eligible
Director or, if permissible under applicable law, by the Participant's
or the Eligible Director's guardian or legal representative or a
transferee receiving such Award, Director Option or Right to Purchase
pursuant to a qualified domestic relations order ("QDRO"), as
determined by the Committee.
(ii) No Award, Director Option or Right to Purchase that
constitutes a "derivative security," for purposes of Section 16 of the
Exchange Act, may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant or Eligible
Director otherwise than by will or by the laws of descent and
distribution or pursuant to a QDRO, and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be
void and unenforceable against the Company or any Subsidiary; provided
that the designation of a beneficiary shall not constitute an
assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.
(b) NO RIGHTS TO AWARDS. No Employee, Participant or other Person
shall have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with respect
to each recipient.
(c) SHARE CERTIFICATES. All certificates for Shares or other
securities of the Company or any Subsidiary delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the
15
<PAGE>
Plan or the rules, regulations and other requirements of the SEC, any stock
exchange or national securities association upon which such Shares or other
securities are then listed and any applicable federal or state laws; and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
(d) WITHHOLDING. A Participant or Eligible Director may be required
to pay to the Company or any Subsidiary and the Company or any Subsidiary shall
have the right and is hereby authorized to withhold from any Award, Director
Option or Share otherwise issued under the Plan, from any payment due or
transfer made under any Award or any Director Option or otherwise under the
Plan, or from any compensation or other amount owing to a Participant or
Eligible Director, the amount of any applicable withholding taxes in respect of
an Award, a Director Option or a Share otherwise issued under the Plan, its
exercise or any payment or transfer under an Award, under a Director Option or
otherwise under the Plan and to take such other action as may be necessary in
the opinion of the Company to satisfy all obligations for the payment of such
taxes. With respect to Participants who are not subject to Section 16 of the
Exchange Act, the withholding may be in the form of cash, Shares, other
securities, other Awards or other property as the Committee may allow. With
respect to Participants and Eligible Directors who are subject to Section 16 of
the Exchange Act, the withholding shall be in cash or in any other property
permitted by Rule 16b-3 as the Committee may allow. The Committee may provide
for additional cash payments to Participants or Eligible Directors to defray or
offset any tax arising from the grant, vesting, exercise or payments of any
Award or Share otherwise issued under this Plan.
(e) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by an
Award Agreement which shall be delivered to the Participant and shall specify
the terms and conditions of the Award and any rules applicable thereto,
including but not limited to the effect on such Award of the death, retirement
or other termination of employment of a Participant and the effect, if any, of a
change in control of the Company.
(f) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in the Plan shall prevent the Company or any Subsidiary from adopting or
continuing in effect other compensation arrangements, which may, but need not,
provide for the grant of options, restricted stock, shares and other types of
awards provided for hereunder (subject to shareholder approval if such approval
is required), and such arrangements may be either generally applicable or
applicable only in specific cases.
16
<PAGE>
(g) NO RIGHT TO EMPLOYMENT. Eligibility for participation in this
Plan or the grant of an Award shall not be construed as giving a Participant the
right to be retained in the employ of the Company or any Subsidiary. Further,
the Company or a Subsidiary may at any time dismiss a Participant from
employment, free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.
(h) NO RIGHTS AS SHAREHOLDER. Subject to the provisions of the Plan
and/or the applicable Award, no Participant or holder or beneficiary of any
Award, Director Option or Right to Purchase shall have any rights as a
shareholder with respect to any Shares to be distributed under the Plan until he
or she has become the holder of such Shares. Notwithstanding the foregoing, in
connection with each grant of Restricted Stock hereunder, the applicable Award
shall specify if and to what extent the Participant shall not be entitled to the
rights of a shareholder in respect of such Restricted Stock.
(i) GOVERNING LAW. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan and any Award Agreement shall
be determined in accordance with the laws of the State of Ohio.
(j) SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction
or as to any Person or Award, or would disqualify the Plan or any Award under
any law deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to the applicable laws, or if it cannot be construed
or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.
(k) OTHER LAWS. The Committee may refuse to issue or transfer any
Shares or other consideration under the Plan if, acting in its sole discretion,
it determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the issuance of such Shares shall be promptly refunded to the
relevant Participant, holder or beneficiary. Without limiting the generality of
the foregoing, no Award granted hereunder shall be construed as an offer to sell
securities of the Company, and no such offer shall be outstanding, unless and
until the Committee in its sole discretion has
17
<PAGE>
determined that any such offer, if made, would be in compliance with all
applicable requirements of the U.S. federal securities laws.
(l) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Subsidiary and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Subsidiary pursuant to the Plan, such rights
shall be no greater than the right of any unsecured general creditor of the
Company or any Subsidiary.
(m) RULE 16b-3 COMPLIANCE. With respect to persons subject to
Section 16 of the Exchange Act, transactions under this Plan are intended to
comply with all applicable terms and conditions of Rule 16b-3 and any successor
provisions. To the extent that any provision of the Plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.
(n) HEADINGS. Headings are given to the sections and subsections of
the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
(o) NO IMPACT ON BENEFITS. Plan Awards or Shares otherwise issued
under this Plan shall not be treated as compensation for purposes of calculating
an Employee's rights under any employee benefit plan.
(p) INDEMNIFICATION. Each person who is or shall have been a member
of the Committee or of the Board shall be indemnified and held harmless by the
Company against and from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred by him in connection with or resulting from
any claim, action, suit or proceeding to which he may be made a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of any
judgment in any such action, suit or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive and shall be
independent of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Regulations, by
contract, as a matter of law, or otherwise.
18
<PAGE>
SECTION 13. TERM OF THE PLAN.
(a) EFFECTIVE DATE. The AirNet Systems, Inc. 1996 Stock Incentive
Plan was effective as of May 1, 1996. The amendment and restatement of such
Plan shall be effective as of the date of its approval by the shareholders of
the Company.
(b) EXPIRATION DATE. No Award or Right to Purchase shall be granted
under the Plan after May 1, 2006. Unless otherwise expressly provided for in
the Plan or in an applicable Award Agreement, any Award granted hereunder may,
and the authority of the Board or the Committee to amend, alter, adjust,
suspend, discontinue or terminate any such Award or to waive any conditions or
rights under any such Award shall, continue after May 1, 2006.
19
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the AirNet Systems, Inc. Amended and Restated 1996
Incentive Stock Plan of our report dated February 18, 1998, with respect to the
consolidated financial statements and schedule of AirNet Systems, Inc. included
in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Columbus, Ohio
August 31, 1998
<PAGE>
EXHIBIT 24
POWERS OF ATTORNEY
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of AIRNET SYSTEMS, INC., an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the AIRNET SYSTEMS, INC. AMENDED AND RESTATED 1996
INCENTIVE STOCK PLAN, hereby constitutes and appoints GERALD G. MERCER and
ERIC P. ROY, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
28th day of August, 1998.
/s/ Gerald G. Mercer
-----------------------------------
Gerald G. Mercer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of AIRNET SYSTEMS, INC., an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, REGISTRATION STATEMENT ON
FORM S-8 for the registration of certain of its common shares for offering and
sale pursuant to the AIRNET SYSTEMS, INC. AMENDED AND RESTATED 1996 INCENTIVE
STOCK PLAN, hereby constitutes and appoints GERALD G. MERCER and ERIC P. ROY,
and each of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all things that
each of said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
19th day of August, 1998.
/s/ Eric P. Roy
-----------------------------------
Eric P. Roy
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of AIRNET SYSTEMS, INC., an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the AIRNET SYSTEMS, INC. AMENDED AND RESTATED 1996
INCENTIVE STOCK PLAN, hereby constitutes and appoints GERALD G. MERCER and
ERIC P. ROY, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
31st day of August, 1998.
/s/ Roger D. Blackwell
-----------------------------------
Roger D. Blackwell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of AIRNET SYSTEMS, INC., an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the AIRNET SYSTEMS, INC. AMENDED AND RESTATED 1996
INCENTIVE STOCK PLAN, hereby constitutes and appoints GERALD G. MERCER and
ERIC P. ROY, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
21st day of August, 1998.
/s/ Tony C. Canonie, Jr.
-----------------------------------
Tony C. Canonie, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of AIRNET SYSTEMS, INC., an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the AIRNET SYSTEMS, INC. AMENDED AND RESTATED 1996
INCENTIVE STOCK PLAN, hereby constitutes and appoints GERALD G. MERCER and
ERIC P. ROY, and each of them, as his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the New York Stock Exchange, granting
unto each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
21st day of August, 1998.
/s/ Russell M. Gertmenian
-----------------------------------
Russell M. Gertmenian
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of AIRNET SYSTEMS, INC., an Ohio corporation, which is about to file
with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, REGISTRATION STATEMENT ON
FORM S-8 for the registration of certain of its common shares for offering and
sale pursuant to the AIRNET SYSTEMS, INC. AMENDED AND RESTATED 1996 INCENTIVE
STOCK PLAN, hereby constitutes and appoints GERALD G. MERCER and ERIC P. ROY,
and each of them, as his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Registration Statement and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the New York Stock Exchange, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all things that
each of said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
24th day of August, 1998.
/s/ J. F. Keeler, Jr.
-----------------------------------
J. F. Keeler, Jr.
